Covering Analyst: Ian Strgar istrgar@uoregon.edu JDA Software (JDAS) Covering Analyst: Ian Strgar istrgar@uoregon.edu

Company Overview Originally founded in 1978 as an IBM software provider in Canada Sold in 1985, became JDA Software, developing inventory management software Grown organically and through acquisitions to become a leading provider of supply chain management software (SCM) More than 6,000 customer companies worldwide Based out of Scottsdale, AZ

JDA’s Product Offerings Software: On-premise, Managed Service, Hosted (SaaS) Services: Supplemental to Software

JDA’s Software Offerings Provides supply chain management software to primarily enterprise businesses: Planning & Optimization Solutions (planning) Demand management, transportation planning, allocation & replenishment Transaction Systems (management) Merchandise operations systems (pricing/inventory management), store systems, transportation management

JDA’s Service Offerings Offer services in order to maximize usability of software Maintenance Services Customer support (phone, email, error diagnosis) Consulting Services Implementation and integration Education Services Training programs for software Cloud Services Integration, error diagnosis, everything cloud (transition)

Industry Overview Supply Chain Management Software (SCM). Industry categories: Supply chain planning Modeling Supply chain execution Management (real time) of planned execution Supply chain sourcing Optimal suppliers; Procurement Service parts planning Multi-Echelon supply chains; dynamic manufacturing (i2)

SCM 2011 Market Shares 2010-2011: 12.3% Growth 2012-2015: 9% CAGR Project 2015 Market Size: $10.9B

Macroeconomic Influences Globalization Complex coordination of multiple product parts in multiple continents, countries, languages, currencies, etc. Multi-Channel Retail Pressure to offer seamless cross-channel retail experience “Showrooming” 2016: 44% of all retail buy decision will be effected by internet access

Notable Competitors Oracle SAP Manhattan Associates RedPrairie Software

Now to the JDA Software Business

Quick Financial Snapshot

Internal Reform JDA Software has hit recent road bumps (financials), but is operating under a clear plan: I2 Technologies acquisition Revenue Model Transformation 3 year systems investment plan

I2 Acquisition Acquired in January 2010 for $600M, $275M from issuing 8% senior notes 400 new customers Advanced global logistics: multi-leg shipments Discrete manufacturing

Revenue Model Transformation Beginning 2012 Company wide initiative to change current customer’s strategies; sell SaaS to new customers Compensation incentives IDC on SaaS: $40.5B by 2014; CAGR of 25.3%

3 Year Systems Investment Plan Sales process review and optimization Implement a new CRM systems Implement a new HR system: support leadership training (leadership replacements) Upgrading financial and contract management system TC= $20M

For these reasons, JDA acquired by RedPrairie November 1st, Definitive merger agreement $45 per share, $1.9B: a 16% premium to JDA’s all time high and 33% premium to JDA’s October 26th close Tender offer commenced November 15th Expiration: December 14th, 11:59 pm ECT, unless extended or terminated Minimum condition: 79% of shares outstanding “Top-Up” option to ensure majority vote (90%)

Discounted Cash Flow Valuation

Revenue Model Transition from on-premise to subscription Maintenance services and consulting services remain strong

Working Capital Model Most projections done as % of revenue Accounts receivable and accounts payable projected based off historical efficiency ratios Days payable outstanding, days sales outstanding

DCF Details COGS: % of revenue R&D: Historically 11-12% of revenue, projected the top of this range for 2013 due to final i2 integration S&M: Historically 14-16% of revenue, projected this going forward but slightly more aggressively in 2013 (top 250 marketing plan) G&A: Historically between 10-12% of revenue (except 2012- SEC investigation), projected to decrease due to SaaS transition, more efficiently handling costs

DCF Details cont… Amortization of intangibles: projected % of revenues going forward, slight decreases (no huge acquisitions) Restructuring charges: Projected slightly high (relative to historicals) due to 3 year investment plan through 2015 Acquisition: Left room for a small acquisition Litigation settlement: Competitive advantage for JDA Software, projected normalized, small amounts of income from litigation settlements

Beta 3 year optimal time frame: balance of long/short term Hamada: chosen to encompass industry behavior/risk while acknowledging JDA’s capital structure

Growth Rates 4% intermediate growth rate chosen to smooth cash flow growth; reflect more accurate FCF growth and growth decline 3% terminal growth to reflect projected economic growth into perpetuity

Final DCF Valuation

Comparable Analysis: Two Groups

Industry Comparables Comparability lies in product offering, industry risk, projected growth SAP (20%), Oracle (15%), Manhattan Associates (35%), Retalix (30%)

Fundamental Comparables Comparability lies in growth rates, sizes, capital structures, and geographical revenue spreads CA Technologies (25%), ValueClick (25%), SS&C Technology (25%), Acuity Brands (25%)

Metrics/Multiples For both groups of comparables, I chose the following weights: FCF proxies: cash generation representative of competitive offering Remaining 30% on metrics that represent ability to generate revenues and sustain healthy margins

Final Relative Valuation

Final Valuation -Given JDA’s current acquisition situation, how relevant is this information? -What else can we look at to gain insights into JDA’s acquisition valuation?

Comparable Acquisition Analysis Four enterprise software acquisitions: look at relevant metrics that may give insights into fair valuation for the JDA acquisition… Weights Product: SCM Software CRM Software HCM Software HCM Software Acquired By: SAP Oracle IBM SAP Price: $4.3B $1.5B $1.3B $3.4B

Relevant Metrics Acquisition Price Premium Merger Arbitrage Spread

Conclusion Final valuation PT: $43.67, a 3% discount to acquisition price JDA’s comparable acquisition metrics are in line with comps Bloomberg: 60+ enterprise software acquisitions since 2002- median multiple of 16x EV/EBITDA JDA Acquisition: 11x EV/EBITDA Growth Rates In conclusion, I believe the JDA acquisition is fairly valued at $45 per share, $1.9B

Recommendation Due to JDA Software’s RedPrairie acquisition, I am happy to be forced to recommend a sell Svigals return: 50.2%, should we sell in the tender offer Tall Firs return: 48.8% (sold for $44.72 on Friday Nov. 9th)

Questions