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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) January 11, 1999
JDA Software Group, Inc.
(Exact name of registrant as specified in charter)
Delaware 0-27876 86-0787377
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11811 North Tatum Blvd., Suite 2000, Phoenix, Arizona 85028
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 404-5500
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 5, 1999, the Registrant issued a press release announcing:
- - preliminary financial results for year ended December 31, 1998 and for
the fiscal quarter ended December 31, 1998;
- - the Registrant's intent to restate second and third quarter operating
results based upon new guidance from the Securities and Exchange
Commission regarding appropriate valuation methodologies for in-process
research and development write-offs, which guidance is applicable to
the Registrant's acquisition on June 4, 1998 of the Arthur Retail
division of Comshare, Inc.;
- - resignation of Brent W. Lippman as Chief Executive Officer and Director
of the Company, effective immediately;
- - the immediate return of James D. Armstrong and Frederick M. Pakis,
co-founders and co-chairman of the board, on a full-time basis to serve
in the capacities of co-chief executive officers;
- - the decision of the Registrant and Baan Company not to form a separate
entity joint venture for developing Baan/JDA Retail business, and
instead develop an alternative marketing arrangement to sell and
support their combined solutions to vertically integrated retailers.
The press release is attached hereto as Exhibit 99.1 as incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits.
Exhibit No. Description
----------- -----------
99.1 Press release dated January 5, 1999.
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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.
JDA Software Group, Inc.
Date: January 11, 1999 By: /s/ Kristen L. Magnuson
---------------------------------
Kristen L. Magnuson
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press release issued January 5, 1999.
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Exhibit 99.1
JDA SOFTWARE
JDA SOFTWARE GROUP, INC. INVESTOR RELATIONS CONTACT:
Kristen L. Magnuson
NEWS RELEASE Senior Vice President, CFO
Phone: (602) 404-5500
Email: [email protected]
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JDA SOFTWARE ANNOUNCES EXPECTED FOURTH QUARTER RESULTS
PHOENIX, ARIZONA - JANUARY 5, 1999 - JDA SOFTWARE GROUP, INC. (NASDAQ: JDAS)
today made a series of announcements relating to its operating results,
management and business.
PRELIMINARY FOURTH QUARTER AND FISCAL YEAR 1999 RESULTS
Preliminary financial results for the year ended December 31, 1998 show a 52%
increase in revenues to approximately $139 million, including software licenses
of about $44 million. For the fourth quarter ended December 31, 1998, the
Company expects to report revenues in the range of $33 million to $34 million,
including software license revenues of about $7.5 million, and earnings per
share ranging from a loss of $0.08 to a loss of $0.11. These anticipated results
are preliminary and are based on partial information and management assumptions.
The Company plans to announce its final results for the quarter on January 28,
1999.
The Company is in the process of evaluating the reasons for the shortfall in
software license revenue relative to the Company's operating plan.
Preliminarily, it appears that the shortfall resulted from continued softness in
the Company's European, Latin American and Asian markets, as well as a shortfall
in North American software licenses.
RESTATEMENT OF IN-PROCESS RESEARCH AND DEVELOPMENT WRITE-OFF
The Company also announced that, although it had reported its second quarter
results in accordance with established accounting practice and the valuation
provided by the Company's independent public accountants, Deloitte & Touche,
LLP, it is responding to new guidance from the Securities and Exchange
Commission to public accounting firms to revise their current methods regarding
in-process research and development write-offs. The Company acquired the Arthur
Retail Business Unit on June 4, 1998 (the "Arthur Acquisition"). The Arthur
Acquisition was accounted for as a purchase transaction, and the Company
included a one-time charge in its second quarter earnings results of $40 million
for in-process research and development, in accordance with generally accepted
accounting principles.
For Immediate Release more
January 5, 1999
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JDA Software Reports Q4-98 Preliminary Results
Recently, the Company was advised by its independent public accountants that
they would be required to reconsider their valuation in connection with the
Arthur Acquisition, applying the new SEC-approved methodology, in order to
perform the Company's year-end audit. Based upon the re-valuation performed by
the Company's independent public accountants under the new guidance, the amount
of in-process research and development charge related to the acquisition of
Arthur will be reduced to $17 million, the amount of goodwill recorded will be
increased by $23 million and the second quarter earnings will be increased from
a loss of $19.3 million or $0.87 per share, to a loss of $5.6 million or $0.24
per share. Third quarter earnings will be reduced by $575,000 due to increased
goodwill amortization to $3.5 million net income or $0.15 per share.
MANAGEMENT CHANGES
The Company also announced that Brent W. Lippman has resigned his positions as
Chief Executive Officer and director of the Company, effective immediately.
James D. Armstrong and Frederick M. Pakis, co-founders and Co-Chairmen of the
Board, will both return to the Company on a full-time basis and serve in the
capacities of Co-Chief Executive Officers. Mr. Armstrong served as Chief
Executive Officer of the Company and Mr. Pakis served as President of the
Company from its' inception in 1985 until October 1997.
CHANGE IN RELATIONSHIP WITH BAAN COMPANY
Separately, JDA and Baan Company have agreed not to form a joint venture as the
optimum mechanism for developing the Baan/JDA Retail business. JDA and Baan are
in the process of establishing an alternative marketing arrangement to sell and
support their combined solutions to vertically integrated retailers. This new
arrangement is expected to improve the marketing position of the combined
product suite.
CONFERENCE CALL INFORMATION
The Company will host a conference call today at 4:45 p.m. EDT to discuss the
preliminary results. The following telephone numbers can be used for anyone
interested in participating: U.S. and Canadian callers can dial 1-800-450-0788;
and parties located outside of U.S. and Canada should dial 320-235-7129. Anyone
interested in hearing a replay of the JDA conference call can dial the following
numbers through January 19, 1999: U.S. and Canadian callers, 1-800-475-6701,
access code: 426478; and international callers, 320-365-3844, access code:
426478.
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JDA Software Reports Q4-98 Preliminary Results
ABOUT JDA SOFTWARE GROUP
JDA Software Group, Inc. (NASDAQ:JDAS) is a global provider of integrated retail
software products and professional services for more than 540 clients worldwide.
Designed to Optimize the Retail Enterprise, JDA's solution addresses the
requirements for the entire retail supply chain: from the corporate level with
merchandising, merchandise planning and allocation, decision support and
financial systems; to the distribution level with warehouse management and
logistics systems; and finally to the store level with point-of-sale and
back-office applications. Founded in 1985, JDA employs approximately 1,100
associates operating from 22 offices. With headquarters in Phoenix, Arizona, the
company has offices in major cities throughout the United States as well as
internationally in Canada, the United Kingdom, France, Germany, Mexico, Brazil,
Chile, South Africa, Singapore, and Australia. For more information, refer to
JDA's Web site at http://www.jda.com.
This press release may contain forward-looking statements that are made in
reliance upon the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Future events may involve risks and uncertainties, among
which are uncertainties related to international sales, the final development
and market acceptance of proposed new products, the effectiveness of sales and
marketing programs to promote and distribute new products, actions by
competitors which could affect sales, pricing and profitability of the Company's
products, management of product transition, the ability of the Company to
attract and train the skilled personnel required to implement its products,
general market conditions and other risks detailed in the prospectuses relating
to the Company's two public offerings, and which are and will be detailed from
time to time in SEC reports filed by the Company.
