e425
Filed by: JDA Software Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: i2 Technologies, Inc.
Commission File No.: 000-28030
This filing contains forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. The words anticipate, believe, estimate, expect, intend, will,
should and similar expressions, as they relate to us, are intended to identify forward-looking
statements. These statements reflect managements current beliefs, assumptions and expectations and
are subject to a number of factors that may cause actual results to differ materially. These
factors include but are not limited to: the unprecedented volatility in the global economy; the
risk that the future business operations of i2 Technologies, Inc. (i2) will not be successful;
the risk that we will not realize all of the anticipated benefits from our acquisition of i2; the
risk that customer retention and revenue expansion goals for the i2 transaction will not be met and
that disruptions from the i2 transaction will harm relationships with customers, employees and
suppliers; the risk that we will not successfully raise adequate financing for the intended
structure; the risk that if our intended financing structure is not successful that our alternative
financing structure will not be successful; the risk that unexpected costs will be incurred; the
outcome of litigation and regulatory proceedings to which we may be a party; actions of
competitors; changes and developments affecting our industry; quarterly or cyclical variations in
financial results; development of new products and services; interest rates and cost of borrowing;
our ability to protect our intellectual property rights; our ability to maintain and improve cost
efficiency of operations, including savings from restructuring actions; changes in foreign currency
exchange rates; changes in economic conditions, political conditions, trade protection measures,
licensing requirements and tax matters in the foreign countries in which we do business; reliance
on third parties for manufacturing of products and provision of services; and other factors that
are set forth in the Risk Factors section and other sections of our 2009 Annual Report on Form
10-K and i2s 2009 Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Neither JDA Software Group, Inc. (JDA) nor i2 assumes any obligation to update any
forward-looking statements as a result of new information or future events or developments, except
as required by law.
This communication is being made in respect of the proposed transaction involving JDA and i2. In
connection with the proposed transaction, JDA plans to file with the Securities and Exchange
Commission (the SEC) a Registration Statement on Form S-4 containing a Joint Proxy
Statement/Prospectus and each of JDA and i2 plan to file with the SEC other documents regarding the
proposed transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to
stockholders of JDA and i2. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration Statement and
the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by JDA
and i2 through the website maintained by the SEC at www.sec.gov. In addition, investors and
security holders may obtain free copies of the Registration Statement and Joint Proxy
Statement/Prospectus (when available) and other documents filed with the SEC from JDA by directing
a request to JDA Software Group, Inc., 14400 North 87th Street, Scottsdale, Arizona 85260,
Attention: Investor Relations (telephone: (480) 308-3000) or going to JDAs corporate website at
www.jda.com, or from i2 by directing a request to i2 Technologies, Inc., One i2 Place, 11701 Luna
Road, Dallas, Texas 75234, Attention: Investor Relations (telephone (469) 357-1000) or going to
i2s corporate website at www.i2.com.
JDA, i2 and their respective directors and executive officers, may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction. Information regarding JDAs
directors and executive officers is set forth in JDAs proxy statement for its 2009 Annual Meeting
of Stockholders, which was filed with the SEC on April 7, 2009, and Annual Report on Form 10-K
filed with the SEC on March 13, 2009. Information regarding i2s directors and executive officers
is set forth in i2s proxy statement for its 2009 Annual Meeting of Stockholders, which was filed
with the SEC on April 28, 2009, and Annual Report on Form 10-K filed with the SEC on March 12,
2000. Additional information regarding the interests of such potential participants will be
included in the Joint Proxy Statement/Prospectus and the other relevant documents filed with the
SEC (when available).
Filed below is a transcript of a call with investors on November 5, 2009 regarding JDAs proposed
acquisition of i2.
FINAL TRANSCRIPT
JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
Event Date/Time: Nov. 05. 2009 / 3:00PM GMT
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FINAL TRANSCRIPT
Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
CORPORATE PARTICIPANTS
Hamish Brewer
JDA Software Group, Inc. President and CEO
Pete Hathaway
JDA Software Group, Inc. EVP and CFO
Jack Wilson
i2 Technologies
President and CEO
Mike Berry
i2 Technologies CFO
CONFERENCE CALL PARTICIPANTS
Rich Williams
Cross Research Analyst
Brad Reback
Oppenheimer & Co. Analyst
Patrick Walravens
JMP Securities Analyst
Andrey Glukhov
Brean Murray, Carret Analyst
Jeff Van Rhee
Craig-Hallum Capital Analyst
Richard Todaro
Kennedy Capital Analyst
PRESENTATION
Operator
Good day and welcome to the JDA acquisition of i2 Technologies conference call. Todays call is
being recorded. At this time, I would like to turn the call over to Hamish Brewer. Please go ahead.
Hamish Brewer JDA Software Group, Inc. President and CEO
Thank you and good morning and welcome to the JDA acquires i2 Technologies announcement call. My
name is Hamish Brewer and I am Chief Executive Officer of JDA Software and with me on the call
today is Jack Wilson, Chairman, President, and CEO of i2 Technologies, and Pete Hathaway, Executive
Vice President and CFO for JDA.
Today we will present an overview of the transaction, followed by a Q&A session. During this call,
we will refer to content being presented on our Webinar, which is available at www.talk.com/viewer
and the presentation number is 128624.
This is a very exciting day for JDA and one which I believe presents the opportunity for our
shareholders, i2 shareholders, our combined customers and associate base to enjoy substantial new
value and benefit over the coming years from this acquisition, which will be accretive in 2010.
Before we launch into the details of the presentation, I am going to ask Pete to read the Safe
Harbor statement. Pete?
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FINAL TRANSCRIPT
Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
Pete Hathaway JDA Software Group, Inc. EVP and CFO
Thank you, Hamish. Good morning, everybody. This presentation and our comments today will contain
forward-looking statements that involve risks, uncertainties, and assumptions. All statements other
than statements of historical fact are statements that could be deemed forward-looking statements.
These risks are further described at the end of our this presentation and from time to time in
JDAs Securities and Exchange Commission reports including but not limited to the annual report on
Form 10-K for the year ended December 31, 2008 and subsequently filed reports.
The presentation also includes certain non-GAAP measures which JDA uses internally in budgeting and
performance monitoring activities to gauge our business performance. We believe these measures
provide useful information to investors in evaluating JDAs ongoing business results. We have
prepared a reconciliation of these measures to the most directly comparable GAAP measures in our
press release.
With that, Ill turn it back to you.
Hamish Brewer JDA Software Group, Inc. President and CEO
Thanks, Pete. Turning to the presentation, Im delighted to be able to confirm that we signed a
definitive merger agreement to acquire i2 yesterday at a price of $18 per share in cash and stock,
which represents an enterprise value of approximately $396 million. This transformational
transaction will establish JDA as a clear leader in the global supply-chain market and enable us to
create new opportunities for our customers and associates, resulting in significant and sustained
new value for both our shareholders and i2 shareholders.
We expect to close the transaction in the first quarter of 2010 and as youll see, given the
experience of last year we have been extremely careful to establish a structure for this
transaction which absolutely minimizes the risk of failure to close this important and accretive
opportunity.
This deal delivers both on the topline and the bottom line with pro forma LTM revenues of $617
million and adjusted EBITDA of $179 million included in our projected $20 million of net near-term
operating synergies.
The slide we are showing right now is intended to provide a high-level overview of the structure of
this transaction. This structure is somewhat unusual, however as you will see, it is designed to
provide an unusually high degree of certainty for our shareholders and i2 shareholders in order to
avoid a repeat of the experience last fall.
There are two structures contemplated in this transaction, the intended structure, which as its
name implies is the structure that we expect and intend to utilize in order to close this
transaction. Then we have the alternative structure, which is intended to provide a secondary and
even more secure basis to complete this transaction in the unlikely event we encounter similar
finance market issues as we experienced last year.
Let me spend a minute or two highlighting the essential features of each of these structures. The
intended structure is a mostly cash consideration structure which provides $12.70 per share in
cash and approximately $5.30 a share in JDA stock. We intend to launch a high yield bond in
December to establish financing for this structure and we will place the funds into escrow to
provide certainty of execution at the close dates. Due to the higher cash consideration, this
structure is more accretive to JDA shareholders.
In the unlikely event we run into issues raising this finance, we have the alternative structure,
which we believe provides an extremely secure alternative mechanism to close this transaction.
Under the alternative structure, we will provide approximately $6 per share in cash and $12 per
share in stock. This arrangement is banked by a firm commitment which we put in place with Wells
Fargo for $120 million plus a $20 million revolver. The arrangement with Wells incorporates capped
flex terms and no
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FINAL TRANSCRIPT
Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
syndication conditions. Once again, we have arranged with Wells to be able to put this financing
into escrow to maximize certainty.
Under this structure, a vote will be required from the JDA shareholders to approve the transaction.
On or before December 18, JDA will have either met the requirements to conclude the transaction
under the intended structure or we will be proceeding with the alternative structure. In other
words, only one proposal will be put before the i2 shareholders for their approval.
We firmly believe that both of these structures provide real value to the i2 shareholders, allowing
them to participate in what we hope will be the considerable upside of this transaction.
As you can see, this is not a traditional structure; however, we believe it is appropriate and
achieves the objective of ensuring the certainty of closure that both JDA and i2 shareholders will
want.
For the remainder of this presentation, I would like to take you through a brief review of JDA,
after which Jack Wilson will provide a similar review of i2 and some commentary about this
transaction. Then I will discuss the rationale for this transaction, after which Pete will discuss
the financial aspects of the transaction.
So introducing JDA for a couple of minutes here, first of all, JDA is a leading player in the
supply chain software market with about $385 million in trailing 12 month revenues and adjusted
EBITDA of $98 million through the third quarter of 2009. We focus on the global consumer product
centric supply chain from raw materials through manufacturing wholesale distribution and retail to
the consumer and we currently do business with over 5900 companies worldwide and we believe that we
are rapidly gaining market share. For example in the past 12 months, we have acquired approximately
165 new customers and we typically sell about 60% to 70% of our license revenues each quarter back
into our extensive customer base.
Our revenue model is secure with approximately 46% of our revenues coming from recurring sources,
primarily maintenance revenues and we operate with a 91% to 92% maintenance retention rate which is
right at the high end of our industry. So the Company is secure, growing, and we have a very solid
foundation from which to execute this very exciting new growth opportunity.
We are also a very experienced acquirer, having previously acquired 10 companies in the past 11
years. The most recent of these was Manugistics, erstwhile competitor of i2, which we acquired in
July of 2006. As the current chart shows, at that time we had approximately $30 million of adjusted
EBITDA and Manu had about $20 million. As you can see, in the intervening period, we have delivered
almost 100% growth in EBITDA with trilling 12-month adjusted EBITDA of $98 million at the end of
the third quarter. An example of building value from acquisitions which I think you would agree is
relatively rare in the software industry.
The one advantage of this extended engagement with i2, is that we have come to know the company
very well and understand what we need to do to achieve another successful integration story. I can
assure all of the JDA and i2 shareholders that we will be diligent and constant in our endeavors to
deliver the same over the years ahead.
I mentioned that JDA has been taking market share, and this chart shows the primary indicator of
this phenomenon, with strong trailing 12-month license growth over the past seven quarters
despite the current economic headwinds. This growth has been strongly influenced by our successes
in the supply-chain market and hence our confidence that JDA is uniquely positioned to rapidly take
the i2 business to the next level for the benefit of all of us.
Since acquiring Manugistics, you can also see from this chart that JDA has generated over $200
million of cumulative cash flow from operations. And I make this point in order to communicate that
we operate a sound and secure business model which consistently delivers solid cash flows
supporting this transaction and the growth we expect to deliver.
And finally, in July of 2009, we issued second half guidance for JDA. And I am very pleased at this
stage in the quarter to be able to confirm that guidance which has us delivering between $89
million and $90 million of software license revenues for the full
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FINAL TRANSCRIPT
Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
year, generating total revenues of between $378 million and $385 million, resulting in between $94
million and $95 million of adjusted EBITDA.
So all in all, I believe that the JDA business has two key characteristics which make it ideal to
undertake the integration of the i2 business. First, our solid and proven track record for prudent
and dependable financial performance. And secondly, our strong market position in the supply chain
space, which means that we can more effectively deliver the opportunities inside of i2 than any
other company in business today.
Next I would like to hand over to Jack Wilson to discuss i2 and his perspective on this
transaction. Jack?
Jack Wilson i2 Technologies President and CEO
Thank you, Hamish. i2 Technologies is a balanced combination of software products and tools and
value-added services both [add] a broad intellectual property and deep domain expertise. We were a
top five SC vendor and very proud that 19 of the AMR top 25 global supply chains belong to i2
customers.
We are best defined by our customer base, which has substantially all large global enterprises with
complex supply chains. Our heritage is in our market leading positions in discrete manufacturing,
including high-tech, automotive and industrial manufacturing. We have a growing footprint in retail
and consumer products. We have regained a strong and stable financial position with high revenue
visibility and a significant backlog in all segments. We have a very strong cash balance and no
debt.
We are very excited to resume the process of integrating into the JDA Software Group. In our
perspective, the combination of i2 and JDA creates the largest software company in the world
focused on supply chain management. We will be part of the largest collection of supply chain
experts globally, with the deepest domain expertise. It will be the place to work for supply chain
professionals. We will have an enhanced global scope and scale with a denser geographic footprint
for sales penetration and service delivery. This is especially appealing to i2-ers in Europe,
greater Asia-Pacific, and India. Together there will be many opportunities to realize even greater
value through the introduction of i2 solutions into a much larger customer base.
i2 and JDA share the same core values of delivering innovative high-value solutions to our
customers. We will possess a unique combination of innovation from both groups, combined with a
large-scale commercialization achieved by JDA. Finally, the combined organization will have greater
scale and managed services on demand and other emerging delivery models, which should support a
more rapid specialization in sales, commercial structuring, and most importantly, customer delivery
in this high growth space.
Hamish, thank you for including us in your call today.
Hamish Brewer JDA Software Group, Inc. President and CEO
Thank you, Jack. Now I would like to move on to the rationale for this transaction. Fundamental
strategic reason why i2 and JDA belong together is basically unchanged from a year ago. First of
all, going back to our strategy which is to provide an end-to-end solution to the world supply
chain,
this transaction fits perfectly with that strategy and represents the next logical step. JDAs
heritage is in retail systems and as I mentioned, we previously acquired Manugistics, which has a
strong heritage in process manufacturing, which represents about half of the addressable tier one
and tier two manufacturing space.
Complementing this, i2s heritage is very strong in discrete manufacturing, which we believe
represents the other half of the manufacturing markets we wish to address. From this perspective,
i2 completes the picture and creates a comprehensive value proposition for our more than 6,000
combined customers globally. Although there are many other opportunities with this transaction, I
think that this represents a primary and immediate compelling business opportunity for all
shareholders, customers,
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FINAL TRANSCRIPT
Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
and associates of the combined company. So we intend to create a global leader in supply chain with
a comprehensive offering that will increase the scale and capabilities of our business
substantially.
The solutions that i2 owns will be integrated with JDAs existing product suite through a multiyear
roadmap and in doing so, as weve done many times before, we will create exciting new opportunities
for both JDA and i2 customers everywhere.
We expect the transaction to be accretive to 2010 earnings and as a result of the thorough and
detailed diligence that time has afforded us, we have identified approximately $20 million of net
annual synergies, which we expect to be able to unlock within six to nine months.
As you have seen before from JDA, the first phase will be cost synergies, which will be delivered
quickly and efficiently, and the second phase will be revenue synergies, which will take longer. In
the case of i2, we anticipate significant longer-term revenue synergies through cross-selling and
among a wide variety of opportunities here, two opportunities which stand out will be JDAs ability
to rapidly accelerate the deployment of i2 solutions into retail and i2s ability to rapidly
accelerate the deployment of JDA products into discrete manufacturing.
We also believe that this transaction will afford us the scale and capability to redefine best
practice in supply chain through market-leading innovation. We are focused on creating new value
for our customers and this compelling value will at the end of the day be the primary reason why
customers will choose JDA and support our growth plans. In addition to the traditional supply chain
planning market, we also believe that this transaction will establish JDA as a clear leader in the
transportation solutions market.
In addition to product innovation, the scale created by this transaction will allow us to deliver a
broad range of services which will enable our customers to maximize the value they receive from
their JDA solutions. We will be offering customers traditional behind the firewall deployments
along with managed services and on-demand capabilities, all of which ensure that however our
customers want to do business with us, we make it easy and we deliver superior value for money.
We will develop a multiyear integration roadmap for both our products and our services and we will
communicate those roadmaps as soon as possible. This integration roadmap will be supported by the
fact that we both operate very complementary technology stacks enabling rapid and effective
integration.
With regard to integration, as I said before, JDA has a strong track record of successful delivery
in this respect and with i2 I expect to deliver the same. My confidence stems from the fact that
many of the fundamental aspects of our businesses are common, allowing us to create one seamless
company as quickly as possible. Our associates have similar passions and skills. Our products
complement each other very well and the markets we serve are sufficiently close to one another to
ensure rapid development of the cross-selling opportunities and yet also sufficiently adjacent to
one another to create real growth opportunities.
In addition, backing up our entire global operations will be our centers of excellence in India.
JDA and i2 have pursued almost exactly the same strategy in this respect, and I look forward to
almost doubling the scale of our facility in Hyderabad by adding i2s facility in Bangalore. We
will retain both locations, but we will operate these facilities as one logical center of
excellence to ensure seamless delivery and service to our customers.
So in summary, I believe that this transaction establishes JDA as a clear leader in the supply
chain market, allows rapid integration of our businesses to deliver substantial results to our
customers, shareholders, and associates, and provides substantial growth opportunities in
complementary markets, delivers near-term accretion, and does all of this with very low risk, both
financially and operationally. A great opportunity for all of us.
And so with that, I would like to hand over to Pete to take us through the financial review.
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FINAL TRANSCRIPT
Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
Pete Hathaway JDA Software Group, Inc. EVP and CFO
Thank you, Hamish. This morning I will briefly review the economics of this transaction, talk a
little bit about a perspective of the financing plan for the acquisition, and give some perspective
on some of the information on the pro forma combined numbers for the transaction including some
detail on estimated synergies.
The purchase price overview shows that we are paying about $18 a share for i2 for a total value of
$434.4 million. This represents a premium to yesterdays close of about 9% and a premium of about
10% when compared to the prior weekly and prior monthly averages. We will be retiring the 2.5%
convertible preferred stock that is outstanding at i2 at a price of approximately $122 million,
which includes a 10% change in control premium. In exchange for this, the holder of this security
has agreed to cast his vote in favor of the transaction. The common share equivalent of this
convertible security represents a little over 20% ownership.
Gross acquisition costs are just north of $556 million. i2 has significant cash on its balance
sheet. We have agreed with them that they will deliver a minimum of $160 million in cash into the
transaction that we plan to apply to the purchase price. This leaves an enterprise value of $396
million. This enterprise value represents a multiple of the last 12 months revenue of 1.7 times and
a multiple of the last 12 months EBITDA of 6.5 times, both calculated on a stand-alone basis and
before cost savings. These multiples are in line with the metrics that we have used or seen in
pricing our previous acquisitions and compares favorably to our forward enterprise value to EBITDA
of approximately 7 times.
Moving on to the next slide, we show an estimated sources and uses for the two structures that
Hamish described earlier, which shows two structures. One is an intended structure and the other is
an alternative structure. Each of these structures provide a great deal of certainty but are quite
different in their approach. Our operating plan for the financing is to pursue the intended
structure and finance the acquisition using a majority of cash in the mix of consideration. And as
a backup plan if needed, we will use the alternative structure that contemplates using a majority
of stock in the mix of consideration.
Overall, the total sources and uses are approximately the same but for the financing cost in the
alternative structure that are slightly lower. We favor the intended structure because it provides
our shareholders a superior return on investment. The sources and uses for both structures show
$255 million of cash. JDA has nearly $85 million of cash on its balance sheet as of September 30,
2009. With additional cash generated through the end of the year, we can be fairly comfortable that
the cash we can contribute to the transaction will be approximately $95 billion.
i2 on the other hand reported today that they had about $192 million of cash on the balance sheet
as of September 30, 2009. They have committed to us that they will bring $160 million. Together
this amounts to $255 in cash that we can use to fund the transaction in either the intended
structure or the alternative structure.
Under the intended structure, we expect to raise in the high-yield markets approximately $275
million in senior notes on a best efforts basis. We think we can do this quickly and efficiently as
the market appears to be open and quite active right now.
Over the last few months, acquisition financing has become more readily available and available at
much better terms than JDA experienced about a year ago. At todays indicative pricing, we
would expect the notes to price between 8.5% and 8.75%. The tender would be in the range of five to
seven years. We think we can clear the market by early December. We like the long-term, permanent
nature of this form of financing because of its flexibility and relative modest yields.
Upon completion of this offering, we will fund the proceeds into an escrow account to provide the
i2 shareholders a high degree of certainty that the funds will be available at close.
Combining the proceeds of the note offering with the cash on the balance sheet and after deducting
expenses and leaving a reserve cushion for operating needs, we will pay in cash approximately
$12.70 per share of the $18 total share price.
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FINAL TRANSCRIPT
Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
Lastly, under the intended structure we will issue approximately $129 million in JDA stock to the
holders of i2 common and common stock equivalent shares, which represents about 0.25 shares of JDA
stock. This represents $5.35 per share. The common component of this transaction allows the i2
shareholders an opportunity to participate in the upside of the combined business, as redundant
costs are removed and the software and solutions suites are combined.
Under the alternative structure on the other hand, we expect to raise approximately $120 million in
bank debt in the term loan market. We have received a firm underwritten commitment from Wells Fargo
that requires them to take the full amount on their balance sheet in the event that we are not able
to syndicate the loan. This is a backup commitment that we do not intend or expect to use unless
for some reason that we cant foresee right now the high-yield markets are not available to us
between now and the beginning of December.
If this occurs, we will then assist Wells in the syndication of funding of the proceeds into
escrow, providing again the added layer of certainty for deal completion. At todays indicative
pricing, we would expect the term loan to price at a yield of about 6.25% to say 6.75% with a
tender of about three years. Flex terms are very limited at 1% on the yield and no structural flex.
Combining the proceeds on the term loan offering with the cash on the balance sheet, and after
deducting the same expenses and leaving the same cushion for operating needs, this means we will
pay in cash approximately $6 a share on the $18 share price.
Lastly, under the alternative structure we will issue approximately $290 million in JDA stock to
the holders of i2 common and common stock equivalents, which represents about 0.58 shares of JDA
stock, representing roughly $12 per share. Transaction costs for each of the intended structure and
the alternative structure include estimates for bank commitment fees, market financing fees, normal
transaction advisory fees, legal costs and accounting costs of approximately $19 million, with the
remainder misrepresenting integration costs, most of which we will spend in the first 30 to 90 days
post merger.
Turning to the pro forma operating statistics on the next slide, we show operating data for the
last 12 months for each of JDA and i2. Combining these with the expected cost savings for the
combination, we show pro forma combined operating data for the last 12 months.
The new JDA will be a $617 million company with $159 million of EBITDA before cost savings,
representing a 60% increase in the size of the Company and a 63% increase in the LTM EBITDA. Pro
forma for the effects of the deal, we would have had $179 million of EBITDA, showing an 82%
increase in EBITDA and a margin of almost 29%.
Pro forma credit statistics are very compelling for the credit markets for a B1 BB- rated borrower.
Leverage under the intended structure where we borrowed $275 million is under 2 times for total
debt. And for the alternative structure where we issue mostly stock to the shareholders of i2,
leverage is negligible at less than 1 time.
The next slide shows the revenue breakdown by major revenue stream. Total revenues of $617 million
are broken down 24% for software sales, 41% from recurring maintenance sources, and 35% from
services revenue. JDA will have a very impressive $0.75 billion of recurring revenue, forming a
strong underlying base of stable profits and stable cash flow.
Even though the industry as a whole is experiencing higher than normal attrition rates during the
economic slump, we think that we have an opportunity over time to improve the attrition rate at i2
to be more in line with JDAs performance, that is about 600 basis points higher.
Based upon our experiences at Manugistics and other acquisitions, we know that when we announce a
deal of this magnitude, there are some near-term disruptions in the targets ability to continue
refilling its pipeline with new business. Likewise in this case, we are anticipating that there
will be some near-term compression in the gross profit until we are able to close the transaction
and get around to visiting customers and explain our product roadmap and our business plan. We have
estimated that there could be some near-term compression in the gross profit line of about $2
million to $3 million.
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Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
Turning to anticipated cost savings, we estimate significant opportunity that more than offsets the
revenue compression I just mentioned. We are confident in our ability to achieve net cost savings
of $20 million. In fact, netted from our cost savings estimates is the compression I mentioned. We
have not identified or estimated cost synergies from services in support in these numbers, because
instead these functions should benefit from long-term improvements and utilization of the combined
COE.
You can see that the concentration of cost savings is in the categories where there are overlapping
activities that will become redundant upon integration. The cost savings have been identified
through our recent due diligence process and based on our integration planning efforts from last
year.
Starting at the upper right-hand of this pie chart, I would describe the cost savings as fairly
normal and concentrated in areas where we usually see overlapping activities, some of which will be
redundant. Weve identified opportunities in public company costs. This includes cost of redundant
executive board members, D&O insurance, accounting, tax, and the like. Legal costs as we
consolidate operations, leased office space in various locations that will yield near-term savings
in occupancy, and duplicate efforts in marketing activities as well as product development, sales
and G&A.
Looking at the next slide, the pro forma EBITDA of the combined organization will be $159 million.
These cost synergies are very modest in terms of what we have accomplished in other transactions,
representing only about 13% of the combined pro forma EBITDA. Looking at the synergy amounts as a
percentage of the combined Q3 LTM operating expense numbers, this represents about 4.9% versus
industry mean of about 7.8%.
So, in summary, the financial benefits of the transaction should be significant. We should see an
increase in scale, which will provide opportunity for us to lever our operating base and see EBITDA
of over 60% on an LTM basis. We expect a positive impact. On a financial basis, we expect the
transaction to be accretive in the first year. As I mentioned, significant margin expansion as a
result of the expected synergies, which we think we can realize rapidly.
There is a deferred tax asset that will create value for the Company over time by reducing our
taxes payable. We have a conservative capital structure and well continue to have a conservative
capital structure going forward. We expect rapid cash generation and deleveraging on a net debt to
EBITDA basis.
We see incremental business opportunities through enhanced market presence that expands our
competitive opportunities. We have a large addressable market through the complementary verticals
that we will be adding by putting these two companies together, generating significant
cross-selling and upselling opportunities to a very large customer base. We expect to continue to
be and grow as a supply chain planning and execution leader across the manufacturing and retail
sectors.
With that, Hamish, Ill turn it back over to you.
Hamish Brewer JDA Software Group, Inc. President and CEO
Thanks a lot, Pete. That concludes our prepared remarks, and so what Id like to do now is open up
the call for questions.
QUESTIONS AND ANSWERS
Operator
(Operator Instructions) Brad Reback.
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Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
Rich Williams Cross Research Analyst
Im sorry, this is Rich Williams from Cross Research. I thought you were talking to Brad. At any
rate, I may as well jump into the (inaudible). Can you just fill us in on the details, what brought
i2 back together with JDA, and why now as opposed to some other time?
Hamish Brewer JDA Software Group, Inc. President and CEO
Sure. I think obviously, as I think everybody realizes, the primary reason we were unable to
conclude the transaction last year was issues that we suffered with what was going on in the global
financial markets. I dont think that the fundamental strategic rationale for integrating JDA with
i2 has really changed that much in a year. But what has changed in a year significantly is the
condition of the financial markets.
And as a consequence, we feel very confident, and as you can see from the nature of this slightly
more complex transaction structure, we have been extremely diligent in trying to make sure that we
have a very secure mechanism to close this transaction. But we feel that overall, the state of the
financial markets today will enable us to rapidly and quickly conclude this transaction.
So from a strategic perspective, I cant say that all that much has changed, but from an execution
perspective, clearly our ability to get the transaction concluded in the way that we obviously
intended a year ago is now there.
And from another perspective, I think, when you look at it, both of our companies have moved on.
Weve got a year of additional operations under our belt. I think JDA is a better company today
than it was a year ago. I also think i2 is a better company today than it was a year ago. So I
think there are some benefits in actually doing the transaction now, but mostly its about
execution.
Rich Williams Cross Research Analyst
Do you think that the deal will distract you in any way from your normal 4Q operations?
Hamish Brewer JDA Software Group, Inc. President and CEO
Well, the only thing I would say to that, Rich, is if there could possibly be any more distraction
than what we experienced last year and still managed to deliver the best quarter in the history of
the Company, then I would be surprised.
Rich Williams Cross Research Analyst
Hopefully not. Thanks, guys, and good luck.
Operator
Brad Reback.
Brad Reback Oppenheimer & Co. Analyst
Hamish, can you hear me now?
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Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
Hamish Brewer JDA Software Group, Inc. President and CEO
Yes, we can hear you now, Brad.
Brad Reback Oppenheimer & Co. Analyst
I know you just mentioned about i2 being a better company than it was a year ago. But can you help
us understand a little why it is worth so much more this year than it was 12 months ago, especially
with maintenance going down, revenue kind of flat over at i2, etc.?
Hamish Brewer JDA Software Group, Inc. President and CEO
Well, you know, I think i2 is a better run business today than it was a year ago. Obviously, since
the beginning of this year, a number of changes have been put in place in the Company which have,
from my perspective, streamlined the operations. Theyve delivered improved profitability.
I think the message to the marketplace has become clearer. The strategy has become clearer. All of
those changes from my perspective, in fact, are very consistent with things that we would have done
had we been the owner of i2 during the course of 2009.
So I feel that the Company has moved in the direction that we would have moved anyway, and it just
aligns the two organizations better for delivering the value that we know we can deliver as a
result of bringing these two businesses together.
Pete Hathaway JDA Software Group, Inc. EVP and CFO
I might just add, Brad, that through our diligence we saw that i2 took between $10 million and $15
million out of their business over the last 12 months or even less, for that matter, on an
annualized basis. And if we just apply the same 6.5 multiple to that, that is worth around $80
million.
The differential in enterprise value year-over-year on these two transactions is about is
roughly $50 million. So we think there was definitely value created on the part of the management
of i2 over the last year.
Brad Reback Oppenheimer & Co. Analyst
But at the end of the day, doesnt that increase the risk to the JDA shareholders because that $10
million to $15 million would have been in addition to the synergies you were looking at? So the $20
million is a little maybe more difficult to get to or theres less upside going forward?
Hamish Brewer JDA Software Group, Inc. President and CEO
You know, you may remember that we announced, I think it was around about $24 million of cost
synergies that we could see last year. And you are right, some of those have been taken out during
the course of this year. But also subsequent to our announcement in August, we spent three months
really getting to know the i2 business in tremendous level of detail the people, the operations,
the customers.
So you can imagine that by the time we got through that process, we knew the i2 business a heck of
a lot better than we knew it on August 13 or whatever the date was. And as a consequence, we feel
very comfortable with these $20 million of near-term
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Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
synergies that we are announcing here today. So yes, I get your point, but I still think that
theres tremendous additional value that we can create.
Brad Reback Oppenheimer & Co. Analyst
Great, thanks a lot.
Pete Hathaway JDA Software Group, Inc. EVP and CFO
We did look at that in particular. I think one thing to keep in mind is much of what all companies
have done over the past year is look for operating efficiencies in the normal course of business,
and i2 is not an exception. I mean, all companies were obviously going down that path.
There is a difference between normal operating efficiencies and the idea of cost savings as a
result of redundancies and overlap. And the estimated cost savings that we have are predominantly
focused on just that, which are redundancies and overlaps.
Brad Reback Oppenheimer & Co. Analyst
Thanks a lot, guys.
Operator
Patrick Walravens.
Patrick Walravens JMP Securities Analyst
Thank you. Let me ask a couple questions if its all right with you guys. So first of all, is Jack
going to go on the board?
Hamish Brewer JDA Software Group, Inc. President and CEO
We havent we have decided not to reach that conclusion just at this stage. We are going to
spend a bit of time obviously figuring out exactly where we are going to go with that, and which
person makes the best sense for JDA to add to its board. So we havent concluded that discussion at
this stage.
Patrick Walravens JMP Securities Analyst
Okay, and are you is the focus still going to be supply chain but for consumer retail? Or are
you going to sort of broaden that message to the market now?
Hamish Brewer JDA Software Group, Inc. President and CEO
I think that youre right, we go a little bit outside of pure consumer retail because we go into
areas like high-tech and steel and so forth. But at the end of the day the focus remains
manufacturing of
all kinds through the global supply chain. I mean ultimately the people who are in the high-tech
companies who are building these products are very often building them so they can be ultimately
embedded in consumer products and in one way or another these things are all connected.
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Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
So the end-to-end process from raw materials through manufacturing distribution and retail remains
consistent and we think that we can rapidly take a lot of what i2 has been doing Im sure you
are familiar with a lot of what i2 has been doing to reach into more retail-centric businesses and
JDA likewise is very interested in building out our capabilities in the discrete manufacturing
space. Clearly we think that both of those things can happen very quickly as a result of this
transaction.
Patrick Walravens JMP Securities Analyst
Great. What do you plan to do with the sales forces?
Hamish Brewer JDA Software Group, Inc. President and CEO
Were going to merge them together exactly as we did with Manugistics. When we acquired Manugistics
on day one we created a single salesforce to take the global message of JDA to the entire market
that were trying to address segmented by market, but one salesforce and we will do the same this
time around as well.
Patrick Walravens JMP Securities Analyst
Okay and then Pete, you mentioned this briefly, but can you i2 had a lot of NOLs. Can you talk
to us a little bit about your ability to use those, how that works?
Pete Hathaway JDA Software Group, Inc. EVP and CFO
I can talk a little bit about it. I am certainly not the expert in NOLs but with respect to the way
it plays in the transaction, you are right. There is a significant NOL. Those NOLs have certain
limitations on their ability to be used as a result of acquisitions, which may be what you are
leading to.
And there is this theres a limitation and we have looked at that limitation and done some
quite a bit of work on it and we think that we are able to use approximately $16 million of the NOL
annually to offset operating income. Roughly over a long period of time we did a valuation of that
by itself and we think thats worth somewhere between $60 million and $70 million, because its a
very big NOL, as you point out, and it will last for a long time.
Patrick Walravens JMP Securities Analyst
Thats very helpful. Thank you. In then my last question, i2 has quite a patent portfolio and they
have been they had luck enforcing that against SAP. They are currently in the process of trying
to do that against Oracle. Any thoughts on whether you are going to continue that effort?
Hamish Brewer JDA Software Group, Inc. President and CEO
No, we havent concluded our thoughts on that process yet and I think once the transaction closes
and were able to thoroughly consider our alternatives, then we will decide and announce where we
are going to go with that.
Patrick Walravens JMP Securities Analyst
Okay, thank you, gentlemen.
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FINAL TRANSCRIPT
Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
Operator
(Operator Instructions) Andrey Glukhov. Blue Cross.
Andrey Glukhov Brean Murray, Carret Analyst
Can you guys hear me? I guess, Hamish, a couple of questions. First of all, one of the big value
props of doing the deal last time was i2s sort of significant presence in India with their two
campuses and the ability for you to accelerate some of the shift that you were doing to India. Kind
of where do you stand on this now? Do you feel that thats less of a value prop now since you had
one year more of sort of organic JDA efforts to shift things to India? Or do you still feel that on
the JDA side that presents additional synergy opportunities?
Hamish Brewer JDA Software Group, Inc. President and CEO
I think there are synergy opportunities for both companies now. As you rightly point out, a year
ago we were still in the midst of really building out our center of excellence in Hyderabad. We are
now up to north of 600 people there. All aspects of that operation are in effect and working and
while our facility is still a lot newer than the facility that i2 has established in Bangalore, we
are basically following the same strategy. So we are going to have in total more than 1100 people
in these two locations and quite frankly, Andrey, I think thats just going to represent a
powerhouse for our Company in terms of our flexibility and the options we will have on delivering
R&D, delivering low-cost services, delivering managed services, delivering on-demand solutions, a
whole range of things that we are going to be able to do in the marketplace which I think is going
to be difficult for many of our competitors to keep up with.
Andrey Glukhov Brean Murray, Carret Analyst
Okay, and as you look at i2s current product portfolio, to the extent it had a decent amount of
overlap with Manugistics, are there particular modules that you would immediately seek to replace
with sort of i2s products or have you had a chance to look through the product integration
roadmap?
Hamish Brewer JDA Software Group, Inc. President and CEO
We havent concluded our integration roadmap and one of the things that were going to do obviously
is we are going to work on that. We are not setting a specific timeline for when thats going to be
concluded, but we are committing to provide an integrated roadmap.
The one thing that I would say is that and I would certainly want to make this very clear to all
of our customers and to all of i2s customers is thats weve got a tremendous track record of
ensuring that we can maintain the investment protection for all of our customers. When you think
about it, when we acquired Manugistics, we had significant overlap between E3 and Manugistics. And
not only did we continue to develop and continue to sell both product lines, but we also in
parallel created a development strategy which has resulted in significant growth for the business
over the course of the last 18 months.
So I think that we have shown that we know how to combine products without leaving customers high
and dry, without causing them to have to write off their investments in their existing
technologies, and at the same time providing a clear path forward. We are going to follow exactly
that same methodology with i2. Were going to protect their investment. Were going to protect JDA
customers investments. And yet at the same time, we are going to provide a migration path which
hopefully is going to be delivered with a minimum of cost and disruption to our customers.
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Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
Andrey Glukhov Brean Murray, Carret Analyst
Okay and then lastly, one of the big successes of the Manugistics acquisition was that after the
transaction you guys were able to tweak the realized maintenance rates up a little bit at Manu.
Would you anticipate that you can do something along similar lines at i2?
Hamish Brewer JDA Software Group, Inc. President and CEO
We will certainly be aiming to bring the i2 maintenance realized maintenance rates in line with
JDAs. And I think what we will also be doing, what we will be heavily focused on initially is
ensuring that all of the i2 customers clearly see value in where we are going, what we are going to
be doing, and they want to pay maintenance and they want to pay the price increases and because
they see value in the roadmap and the service that we are delivering.
We are going to focus on ensuring that the level of service we provide is consistent and hopefully
in doing so, we will achieve the same high maintenance retention rates that JDA has experienced
historically. So I think there is a lot of work for us to do in maintenance the area as well as
opportunity and we will get right on that.
Andrey Glukhov Brean Murray, Carret Analyst
All right, thank you.
Operator
Jeff Van Rhee.
Jeff Van Rhee Craig-Hallum Capital Analyst
Great, thanks. So a couple questions. First, just starting as it relates to i2, maybe this is for
Jack. I guess Id like to understand on the maintenance front there had been fairly steady decline
sequentially for some time. If I see the results right this quarter, it looks like youve arrested
that decline and actually showed see sequential improvement. So first question is, is that
sustainable or is there anything unusual there?
And then the second question relates to the other part of the revenue line, namely the services
organization, which year over year has shown some significant declines, although bookings seem to
be improving on the license front, the services org has been declining. So can you just catch us up
in terms of the trending in each of those subcategories of the revenues?
Hamish Brewer JDA Software Group, Inc. President and CEO
You want to handle that one, Jack?
Jack Wilson i2 Technologies President and CEO
Actually I have our Chief Financial Officer, Mike Berry, with me, Hamish. And we will let Mike take
it.
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FINAL TRANSCRIPT
Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
Mike Berry i2 Technologies CFO
Good morning, everybody. Jeff, I believe it was, this is Mike Berry. On the maintenance numbers for
Q3, we did have a good maintenance quarter. As most software companies have, we have quarters where
we have as we call them push and pulls where we will have deals push into one quarter. Well get to
take the revenue in the quarter, so in Q3 we saw more of that than weve seen in the past.
Certainly we have talked about continued issues with maintenance. We are feeling better in future
quarters as we look at maintenance, but that was the big impact in Q3 and we hope to continue that
trend in the future.
Jeff Van Rhee Craig-Hallum Capital Analyst
What had been the guidance or at least your public commentary around expected churn going forward
up to this point?
Mike Berry i2 Technologies CFO
We didnt specifically state a number. We have talked about our renewal rates being historically in
the low to mid 90s. They had dropped into kind of the low to mid 80s for the first half of the
year. We continued around that number in Q3 and we expect that to get better going into Q4.
Jeff Van Rhee Craig-Hallum Capital Analyst
Okay, then I guess the second part then was just understanding the services organization and the
declines, what have been the factors driving the services organization here?
Jack Wilson i2 Technologies President and CEO
We tend to lag actually from bookings to revenue recognition a bit more than perhaps JDA does. And
as we look at the quarters, the bookings quarters we had in 3 and 4 of last year, they have kind of
set the pace for what we were going to see early in the year.
The other thing that I think really had a bearing in this is we had last year before I came in as
CEO, we were following a strategy that was services-lead and our salesforce for example was
compensated equally for selling services as for new licenses. As we began to focus more on the
software portfolio that we had going back to being a software-lead or more of a pure software
company supported by services, there was a natural shift in our focus to licensed revenue and a bit
away from services and I think youve seen that.
I think whats happening now is that has come more back into balance and thats what you are seeing
us report now.
Jeff Van Rhee Craig-Hallum Capital Analyst
Okay and then I guess Hamish, maybe this one is for you. Just to clearly understand the degree of
overlap out in the marketplace if you can even hazard a guess what percent of the time would you
come into a bake-off or i2 being ultimately the final one or two competitors for a transaction over
pick the period, maybe over the trailing year? How frequently would you see each other?
Hamish Brewer JDA Software Group, Inc. President and CEO
You know, we do come into competitive situations against one another occasionally. I would not say
that i2 is in our top five competitors in terms of deal count. And the reason for that I believe is
it speaks to some degree the complementary nature of
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Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
this transaction. If you just look to i2 at the high-level, you say, well, its a supply chain
company. Manugistics was a supply chain company. Isnt this a pure overlap?
But when you drill down deeper, what you realize is there are a lot of fundamental differences
between those two businesses and differences in the solution offering and the capabilities. That is
really where the complementary aspect of this transaction comes from. We are going to be able to
build a comprehensive supply chain solutions suite that really is very strong, whether you are
building high-tech subassemblies for a TV on the one hand or whether you are really making M&Ms on
the other hand.
Jeff Van Rhee Craig-Hallum Capital Analyst
I guess just then one last question. Again, this one may be for Jack. Just help me understand the
trending over the trailing year of your the health of your pipeline and your bookings. Just give
me kind of the blow-by-blow and bring us up to current as to how your end markets have trended.
Mike Berry i2 Technologies CFO
Jeff, its Mike Berry. In terms of bookings in the pipeline and we obviously talk a lot about
bookings. Let me do pipeline first. Coming out of last year, obviously with the issues on the
failed JDA merger last year, bookings or pipeline did drop down. Weve seen a very nice
increase, as weve talked publicly. We are excited about that rebuild in our pipeline. Obviously
some of that is related to the economic turnaround as well.
And from a bookings perspective, we have shown on nice increase in bookings especially around
software, and Jack talked about that. We are focusing more now on software than services. We do
realize thats an important part of the business as well. Keep in mind, too, we talk a lot about
our multiyear bookings, which is a great trend for us. It locks those customers in for a longer
period of time. So we have seen some nice increases in both of those and were excited about those
going forward.
Jeff Van Rhee Craig-Hallum Capital Analyst
Okay, great. Thanks. Congratulations.
Operator
Richard Todaro.
Richard Todaro Kennedy Capital Analyst
This is Rich from Kennedy. I have a housekeeping question for modeling purposes. Could you give us
a rough run rate for depreciation that we should model into the JDA numbers and to the i2 combined?
Hamish Brewer JDA Software Group, Inc. President and CEO
Were shuffling papers here. Just give us a minute.
Pete Hathaway JDA Software Group, Inc. EVP and CFO
About 9 to 10.
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Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
Hamish Brewer JDA Software Group, Inc. President and CEO
About 9 to 10 for JDA. And do we have a combined number?
Richard Todaro Kennedy Capital Analyst
Theres just a lot of GAAP and non-GAAP, so its hard to sort through.
Hamish Brewer JDA Software Group, Inc. President and CEO
Rich, would it be okay if we get back to you with that? It might be easier.
Richard Todaro Kennedy Capital Analyst
Sure.
Hamish Brewer JDA Software Group, Inc. President and CEO
Okay, we will follow up with that one.
Richard Todaro Kennedy Capital Analyst
Okay, thanks.
Operator
This does conclude todays question-and-answer session. At this time, I would like to turn the call
back to Mr. Hamish Brewer for any additional or closing remarks.
Hamish Brewer JDA Software Group, Inc. President and CEO
Thank you very much for attending the call. Obviously we are very excited about this opportunity
for our Company and we look forward to having an opportunity to talk with you about further about
the opportunities and synergies ahead of us. And most of all, we look forward to concluding this
transaction during the course of the first quarter of next year.
With that, thank you very much.
Operator
This does conclude todays conference. Again we thank you for your participation.
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Nov. 05. 2009 / 3:00PM, JDAS JDA Software Group to Acquire i2 Technologies (Investor Conference Call)
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