selectica_10q-123110.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2010
 
 
 
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to               .        
 
COMMISSION FILE NUMBER 000-29637


SELECTICA, INC.
(Exact Name of Registrant as Specified in Its Charter)

 
DELAWARE
77-0432030
(State of Incorporation)
(IRS Employer Identification No.)
 
1740 Technology Drive, Suite 460, San Jose, CA 95110-2111
(Address of Principal Executive Offices)
 
(408) 570-9700
(Registrant’s Telephone Number, Including Area Code)

 
Indicate by a check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
       
Large accelerated filer
¨
Accelerated filer
¨
       
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.    YES  ¨    NO  x
 
The number of shares outstanding of the registrant’s common stock, par value $0.002 per share, as of February 8, 2011, was 2,831,112.
 
 
 

 
 
FORM 10-Q
SELECTICA, INC.
INDEX
 
PART I FINANCIAL INFORMATION
4
   
ITEM 1:     Financial Statements
4
              Condensed Consolidated Balance Sheets as of December 31, 2010 and March 31, 2010
4
              Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2010 and 2009
5
              Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2010 and 2009
6
              Notes to Condensed Consolidated Financial Statements
7
ITEM 2:     Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
ITEM 3:     Quantitative and Qualitative Disclosures about Market Risk
21
ITEM 4:     Controls and Procedures
21
   
PART II OTHER INFORMATION
22
   
ITEM 1:     Legal Proceedings
22
ITEM 1A:  Risk Factors
22
ITEM 2:     Unregistered Sales of Equity Securities and Use of Proceeds
22
ITEM 3:     Defaults Upon Senior Securities
22
ITEM 4:     Removed and Reserved
22
ITEM 5:     Other Information
22
ITEM 6:     Exhibits
23
Signatures
24
 
 
2

 
 
Cautionary Statement Pursuant to Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995

The words “Selectica”, “we”, “our”, “ours”, “us”, and the “Company” refer to Selectica, Inc. In addition to historical information, this quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in Item 1A to Part 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010.  You should carefully review the risks described in other documents the Company files from time to time with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on the forward-looking statements, including statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, which speak only as of the date of this quarterly report on Form 10-Q.  The Company undertakes no obligation to release publicly any updates to the forward-looking statements included herein after the date of this document.
 
 
3

 
 
PART I: FINANCIAL INFORMATION
 
ITEM 1:
FINANCIAL STATEMENTS
 
SELECTICA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
 
   
December 31,
2010
   
March 31,
2010
 
   
(unaudited)
       
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 11,913     $ 16,957  
Short-term investments
    4,547       198  
Accounts receivable, net of allowance for doubtful accounts of $140 and $301, respectively
    3,453       4,242  
Prepaid expenses and other current assets
    624       538  
                 
Total current assets
    20,537       21,935  
Property and equipment, net
    476       536  
Other assets
          24  
                 
Total assets
  $ 21,013     $ 22,495  
                 
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Current portion of note payable to Versata
  $ 786     $ 786  
Accounts payable
    827       609  
Restructuring liability
          7  
Accrued payroll and related liabilities
    502       483  
Other accrued liabilities
    51       56  
Deferred revenues
    4,096       4,500  
                 
Total current liabilities
    6,262       6,441  
Note payable to Versata, net of current portion
    3,621       4,036  
Other long-term liabilities
    119       27  
                 
Total liabilities
    10,002       10,504  
                 
Stockholders’ equity:
               
       Common stock
    4       4  
       Additional paid-in capital
    265,989       265,836  
       Accumulated deficit
    (254,982 )     (253,849 )
                 
Total stockholders’ equity
    11,011       11,991  
                 
Total liabilities and stockholders’ equity
  $ 21,013     $ 22,495  
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
4

 
 
SELECTICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2010
   
2009
   
2010
   
2009
 
Revenues:
                       
License
  $ 664     $ 979     $ 1,804     $ 2,355  
Services
    3,291       3,458       8,983       8,997  
                                 
Total revenues
    3,955       4,437       10,787       11,352  
Cost of revenues:
                               
License
    136       37       320       126  
Services
    957       1,382       3,369       4,029  
                                 
Total cost of revenues
    1,093       1,419       3,689       4,155  
                                 
Gross profit
    2,862       3,018       7,098       7,197  
Operating expenses:
                               
Research and development
    816       753       2,205       2,545  
Sales and marketing
    1,144       1,285       3,135       3,586  
General and administrative
    914       1,260       2,746       4,176  
Shareholder litigation
    1       18       4       25  
Professional fees related to corporate governance review
                      438  
Restructuring
          391             1,238  
                                 
Total operating expenses
    2,875       3,707       8,090       12,008  
                                 
Loss from operations
    (13 )     (689 )     (992 )     (4,811 )
Interest and other income (expense), net
    (41 )     (56 )     (137 )     (226 )
                                 
Loss before provision (benefit) for income taxes
    (54 )     (745 )     (1.129 )     (5,037 )
Provision (benefit) for income taxes
          (8 )       4       (187 )
                                 
Net loss
  $ (54 )   $ (737 )   $ (1,133 )   $ (4,850 )
                                 
Basic and diluted net loss per share
  $ (0.02 )   $ (0.26 )   $ (0.40 )   $ (1.74 )
                                 
Weighted-average shares of common stock used in computing basic and diluted net loss per share
    2,827       2,802       2,818       2,789  
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
5

 
 
SELECTICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
 
   
Nine Months Ended
December 31,
 
   
2010
   
2009
 
Operating activities
           
Net loss
  $ (1,133 )   $ (4,850 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
               
Depreciation
    243       287  
Amortization
          7  
Loss on disposition of property and equipment
          354  
Stock-based compensation
    360       604  
Changes in assets and liabilities:
               
Accounts receivable, net
    789       1,890  
Prepaid expenses and other current assets
    (86 )     1,531  
Other assets
    24       526  
Accounts payable
    218       (2,278 )
Restructuring liability
    (7 )     (1,174 )
Accrued payroll and related liabilities
    19       (275 )
Other accrued liabilities and long-term liabilities
    272       (570 )
Deferred revenues
    (404 )     (356 )
                 
Net cash provided by (used in) operating activities
    295       (4,304 )
                 
Investing activities
               
Purchase of capital assets
    (183 )     (185 )
Purchase of short-term investments
    (4,349 )     (2 )
Proceeds from disposal of fixed assets
          3  
                 
Net cash used in investing activities
    (4,532 )     (184 )
                 
Financing activities
               
Payments on note payable to Versata
    (600 )     (600 )
Proceeds from issuance of common stock, net of repurchase
    (24 )     (24 )
Common stock issuance costs, net (See Note 6)
    (183 )     (1,293 )
                 
Net cash used in financing activities
    (807 )     (1,917 )
                 
Net decrease in cash and cash equivalents
    (5,044 )     (6,405 )
Cash and cash equivalents at beginning of the period
    16,957       23,256  
                 
Cash and cash equivalents at end of the period
  $ 11,913     $ 16,851  
 
The accompanying notes are an integral part of these condensed consolidated fnancial statements.
 
 
6

 
 
SELECTICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
1. Basis of Presentation
 
The condensed consolidated balance sheet as of December 31, 2010, the condensed consolidated statements of operations for the three and nine months ended December 31, 2010 and 2009, and the condensed consolidated statements of cash flows for the nine months ended December 31, 2010 and 2009, have been prepared by the Company and are unaudited.  In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial position at December 31, 2010 the results of operations for the three and nine months ended December 31, 2010 and 2009 and the cash flows for the nine months ended December 31, 2010 and 2009, respectively. Interim results are not necessarily indicative of the results for a full fiscal year. The condensed consolidated balance sheet as of March 31, 2010 has been derived from the audited consolidated financial statements at that date.
 
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2010.
 
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and accompanying notes.  Actual results could differ materially from those estimates.
 
2. Summary of Significant Accounting Policies
 
There have been no material changes to any of the Company’s significant accounting policies and estimates as disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2010.
 
Customer Concentrations
 
A limited number of customers have historically accounted for a substantial portion of the Company’s revenues.
 
Customers who accounted for at least 10% of total revenues were as follows:
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2010
   
2009
   
2010
   
2009
 
Customer A
    15 %     12 %     16 %     15 %
Customer B
    *       12 %     *       *  
Customer C
    *       10 %     *       *  
Customer D
    10 %     *       *       *  
 

*
Customer account was less than 10% of total revenues.
 
Customers who accounted for at least 10% of net accounts receivable were as follows:
 
   
December 31,
2010
   
March 31,
2010
 
Customer A
    16 %     15 %
Customer B
    *       12 %
Customer C
    *       10 %
Customer D
    24 %     *  
 

*
Customer account was less than 10% of net accounts receivable.
 
 
7

 
 
SELECTICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
 
Fair Value Measurements
 
The following table summarizes the Company’s financial assets measured at fair value on a recurring basis as of December 31, 2010 (in thousands):
 
Description
 
Balance as of
December 31, 2010
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant Other
Observable Inputs
(Level 2)
 
Cash equivalents:
                 
Money market fund
  $ 1,647     $ 1,647     $  
Commercial paper
    8,599             8,599  
Short-term investments:
                       
Commercial paper
    4,349             4,349  
Certificate of deposit
    198             198  
                         
Total
  $ 14,793     $ 1,647     $ 13,146  
 
The following table summarizes the Company’s financial assets measured at fair value on a recurring basis as of March 31, 2010 (in thousands):
 
Description
 
Balance as of
March 31, 2010
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant Other
Observable Inputs
(Level 2)
 
Cash equivalents:
                 
Money market fund
  $ 15,055     $ 15,055     $  
Short-term investments:
                       
Certificate of deposit
    198             198  
                         
Total
  $ 15,253     $ 15,055     $ 198  
 
The Company’s financial assets are valued using market prices on both active markets (Level 1) and less active markets (Level 2).  Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.  Level 2 instrument valuations are obtained from readily-available pricing sources for comparable instruments. As of December 31, 2010 and March 31, 2010, the Company did not have any assets without observable market values that would require a high level of judgment to determine fair value (Level 3 assets).
 
Comprehensive Loss
 
Comprehensive loss equaled net loss for the three and nine months ended December 31, 2010 and 2009.
 
 
8

 
 
SELECTICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
 
Segment Information

The Company operates as one business segment and therefore segment information is not presented.
 
3. Income Taxes
 
At December 31, 2010, the Company had approximately $2 million of unrecognized tax benefits. As these unrecognized tax benefits relate to deferred tax assets with a full valuation allowance, there will be no effect on the Company’s effective tax rate if these amounts are recognized.

The Company’s Federal, state, and foreign tax returns may be subject to examination by the tax authorities from 1997 to 2009 due to net operating losses and tax carryforwards unutilized from such years.
 
 
9

 
 
SELECTICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
 
4. Stock-Based Compensation
 
Equity Incentive Program
 
The Company’s equity incentive program is a broad-based, retention program comprised of stock options, restricted stock units and an employee stock purchase plan designed to align stockholder and employee interests. For a description of the Company’s equity plans, see the notes to consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended March 31, 2010.
 
During the three months ended December 31, 2010, there were no restricted stock units granted.  During the nine months ended December 31, 2010, there were 42,000 restricted stock units granted.
 
Valuation Assumptions
 
The Company calculated the fair value of its employee stock options at the date of grant with the following weighted average assumptions:
 
   
Three Months Ended
December 31,
 
   
2010
   
2009
 
Risk-free interest rate
    1.09 %     1.79 %
Dividend yield
    0.00 %     0.00 %
Expected volatility
    83.20 %     79.69 %
Expected option life in years
    3.16       3.18  
Weighted average fair value at grant date
  $ 2.81     $ 2.89  
 
The following table summarizes activity under the equity incentive plans for the indicated periods:
 
         
Options Outstanding
 
   
Shares available
for grant
   
Number
of shares
   
Weighted-average
exercise price
per share
 
   
(in thousands except for per share amount)
       
Outstanding at September 30, 2010
    1,429       192     $ 13.67  
Options granted
    (17 )     17       5.23  
Restricted stock units granted
                 
Options cancelled
    15       (15 )     15.40  
Options expired
                 
                         
Outstanding at December 31, 2010
    1,427       194     $ 12.80  
 
The weighted average term for exercisable options is 3.22 years. The intrinsic value is calculated as the difference between the market value as of December 31, 2010 and the exercise price of the shares. The market value of the Company’s common stock as of December 31, 2010 was $4.95 as reported by the NASDAQ Global Market. The aggregate intrinsic value of stock options outstanding at December 31, 2010 and 2009 was $0.
 
The options outstanding and exercisable at December 31, 2010 were in the following exercise price ranges:
 
     
Options Outstanding
   
Options Vested
 
Range of Exercise Prices per share
   
Number of Shares
   
Weighted-Average
Remaining
Contractual
Life (in years)
   
Number of Shares
   
Weighted-Average
Exercise
Price per share
 
     
(in thousands except for per share amount)
 
$ 5.18 — $5.20       22       4.88       6     $ 5.20  
$ 5.39 — $5.39       54       9.61              
$ 5.40 — $7.20       42       8.37       2       6.98  
$ 7.60 — $18.90       44       4.19       35       15.30  
$ 24.50 — $53.00       32       1.71       32       36.79  
                                     
$ 5.18 — $53.00       194       6.25       75     $ 23.52  

 
10

 
 
SELECTICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
 
The effect of recording stock-based compensation expense for each of the periods presented was as follows (in thousands):
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
 
 
2010
   
2009
   
2010
   
2009
 
Cost of revenues
  $ 15     $ 34     $ 40     $ 71  
Research and development
    16       73       33       97  
Sales and marketing
    15       118       26       175  
General and administrative
    73       149       261       261  
Impact on net loss
  $ 119     $ 374     $ 360     $ 604  
 
As of December 31, 2010, the unrecorded share-based compensation balance related to stock options outstanding excluding estimated forfeitures was $0.8 million and will be recognized over an estimated weighted average amortization period of 3.1 years.  The amortization period is based on the expected remaining vesting term of the options. 
 
The weighted average remaining contractual term of all options exercisable at December 31, 2010 is 3.2 years. Forfeitures are estimated at the time of grant and revised if necessary in subsequent periods if actual forfeitures differ from those estimates. Based on the Company’s estimates of future forfeiture rates, the Company has assumed an annualized forfeiture rate of 22.46% for its options.
 
1999 Employee Stock Purchase Plan (“ESPP”)
 
The price paid for the Company’s common stock purchased under the ESPP is equal to 85% of the lower of the fair market value of the Company’s common stock at the beginning of each offering period or at the end of each offering period.  The compensation expense in connection with the ESPP for the three and nine months ended December 31, 2010 was $22,113 and $12,083, respectively.  The compensation expense in connection with the ESPP for the three and nine months ended December 31, 2009 was $11,906 and $37,339, respectively.  During the nine months ended December 31, 2010, there were 1,400 shares issued under the ESPP with a weighted average purchase price of $4.00 per share.  During the nine months ended December 31, 2009, there were 2,279 shares issued under the ESPP with a weighted average purchase price of $5.87 per share.
 
The Company calculated the fair value of rights granted under its employee stock purchase plan at the date of grant using the following weighted average assumptions:
 
   
Nine Months Ended
December 31,
 
   
2010
   
2009
 
Risk-free interest rate
    0.42 %     1.62 %
Dividend yield
    0.00 %     0.00 %
Expected volatility
    103.81 %     67.72 %
Expected life in years
    1.70       1.66  
Weighted average fair value at grant date
  $ 4.15     $ 0.25  
 
 
11

 
 
SELECTICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
 
5. Computation of Basic and Diluted Net Loss per Share
 
Basic and diluted net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period.
 
The Company excludes potentially dilutive securities from its diluted net loss per share computation when their effect would be antidilutive to net loss per share amounts. The following common stock equivalents were excluded from the net loss per share computation:
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2010
   
2009
   
2010
   
2009
 
   
(In thousands)
   
(In thousands)
 
Options excluded due to the exercise price exceeding the average fair market value of the Company’s common stock during the period
    191       105       155       118  
Options excluded for which the exercise price was at or less than the average fair market value of the Company’s common stock during the period but were excluded as inclusion would decrease the Company’s net loss per share
                4        
                                 
Total common stock equivalents excluded from diluted net loss per common share
    191       105       159       118  
 
 
12

 
 
SELECTICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
 
6. Litigation and Contingencies
 
The Company is subject to certain routine legal proceedings, as well as demands, claims and threatened litigation, that arise in the normal course of its business. The Company believes that the ultimate amount of liability, if any, for any pending claims of any type (either alone or combined) will not materially affect its financial position, results of operations or liquidity.
 
Rights Agreement
 
On December 22, 2008, the Company filed suit in the Court of Chancery of the State of Delaware against Trilogy, Inc. and certain related parties (“Trilogy”) seeking declaratory relief that the Company’s Rights Agreement as amended on November 16, 2008 was an appropriate measure to protect a valuable asset – the Company’s net operating loss carryforwards and related tax credits – from being limited as to utilization as provided under Section 382 of the Internal Revenue Code (IRC) which could in turn substantially reduce the value of that asset to all of the Company’s stockholders. The Company sued Trilogy after (i) the Company amended the Rights Agreement on November 16, 2008 to reduce the ownership trigger threshold from 15% to 4.99%, with existing 5% or greater stockholders limited to acquiring no more than an additional 0.5% and (ii) despite the ownership threshold, Trilogy increased its beneficial ownership by 0.51% to 6.71% as announced in its 13(d) filing with the SEC on December 22, 2008.  As a result, on January 2, 2009, a special committee of the Company’s Board of Directors declared Trilogy an “Acquiring Person” under the Rights Agreement, exchanged the rights (other than those belonging to Trilogy) for new shares of common stock under the Exchange Provision in the Rights Agreement, adopted an amended Rights Agreement and declared a new dividend of rights under the amended Rights Agreement.  On January 16, 2009, the defendants in this action, Trilogy, filed an answer to the Company’s complaint and a counterclaim alleging that the Company’s Board of Directors had breached its fiduciary duties in amending the Rights Agreement, in exchanging the rights, in adopting the amended Rights Agreement and in declaring a new dividend of rights.  The Company, and its Board of Directors, believe that the actions taken were lawful and appropriate under the circumstances and in the interest of all the Company’s stockholders and therefore the allegations of the counterclaim were without merit. The counterclaim asked for various measures of equitable relief and also included a claim for punitive or exemplary damages, which are not available in Delaware. The case was tried in the Delaware Court of Chancery in 2009.  On February 26, 2010, the Delaware Court of Chancery issued a memorandum opinion that determined, among other things (i) that the actions taken by the Company’s Board of Directors and its special committee were lawful and appropriate under the circumstances, and (ii) that Trilogy was not entitled to relief for its counterclaims.  An appeal from this decision was filed with the Delaware Supreme Court.  A decision on the appeal was reached in October 2010, with the Delaware Supreme Court affirming the Court of Chancery’s ruling in favor of the Company.  This ruling confirms the validity of the actions the Company took to preserve its net operating loss carryforwards and represents the legal close of the case.
 
As the costs of this litigation and related legal work are directly related to the issuance of shares under the Company’s rights plan, these costs have been charged as issuance costs against the additional paid-in capital (APIC) account on the Company’s balance sheet, less a reserve for both received and anticipated recoveries from the Company’s Director’s and Officer’s insurance policy.  Anticipated recoveries are reflected in prepaid expenses and other current assets on the Company’s balance sheet.
 
The following table reflects the total charges to APIC for the periods indicated (in thousands):
 
   
Nine Months
Ended
December 31,
2010
   
Years Ended
March 31, 2010
and 2009
   
Total
 
Gross legal and related costs incurred
  $ 352     $ 5,051     $ 5,403  
Less: received and anticipated reimbursement
    (169 )     (1,696 )     (1,865 )(a)
                         
Net amounts charged to APIC
  $ 183     $ 3,355     $ 3,538  
 

(a)  
As of February 9, 2011, the Company has received approximately $1.8 million from its insurance carriers as reimbursement for the rights offering costs incurred in connection with the ongoing litigation with Trilogy.

On November 11, 2010, the Company initiated an action in the Delaware Court of Chancery against Versata Enterprises Inc. and Trilogy, Inc.  Through this action, the Company requests a declaratory judgment confirming that the Company is not obligated to pay more than $1 million demanded by Versata and Trilogy in connection with an alleged “investigation” into corporate governance policies and procedures at the Company.  On January 13, 2011, Trilogy and Versata answered the Company’s complaint and asserted a counterclaim for the “investigation” fees at issue.  The Company filed a reply to the counterclaim on February 2, 2011.  The action, captioned Selectica, Inc. v. Versata Enterprises, Inc., C.A. No. 5976-VCN, is ongoing.
 
 
13

 

SELECTICA, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
 
7. Restructuring
 
During the three and nine months ended December 31, 2010, the Company did not record any restructuring charges.  The Company recorded charges of approximately $1.2 million during the twelve months ending March 31, 2010, related primarily to severance arrangements and to the write-off of leasehold improvements at its corporate headquarters. The Company began occupying new space in its current building effective August 17, 2009.
 
The restructuring accrual and the related utilization for the fiscal years ended March 31, 2010 and 2009, and for the nine months ended December 31, 2010, respectively, were as follows (in thousands):
 
   
Severance and
Benefits
   
Excess
Facilities
   
Total
 
Balance, March 31, 2008
  $ 126     $ 2,705     $ 2,831  
Additional accruals (adjustments)
    661       (143 )     518  
Amounts paid in cash
    (735 )     (1,812 )     (2,547 )
Loan repayment from Sublessee
          463       463  
                         
Balance, March 31, 2009
    52       1,213       1,265  
Additional accruals
    608       637       1,245  
Amounts paid in cash
    (653 )     (1,850 )     (2,503 )
                         
Balance, March 31, 2010
    7             7  
Additional accruals
                 
Amounts paid in cash
    (7             (7  
Balance, December 31, 2010
  $     $     $  
 
8. Recent Accounting Pronouncements

In September 2009, FASB amended the ASC as summarized in Accounting Standards Update (“ASU”) 2009-13, “Revenue Recognition (ASC 605): Multiple-Deliverable Revenue Arrangements.” Guidance in ASC 605-25 on revenue arrangements with multiple deliverables has been amended to require an entity to allocate revenue to deliverables in an arrangement using its best estimate of selling prices if the vendor does not have vendor-specific objective evidence or third-party evidence of selling prices, and to eliminate the use of the residual method and require the entity to allocate revenue using the relative selling price method. The new guidance also requires expanded quantitative and qualitative disclosures about revenue from arrangements with multiple deliverables. The update is effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted. Adoption may either be on a prospective basis for new revenue arrangements entered into after adoption of the update, or by retrospective application. The Company is assessing the potential impact of adoption of the update on its condensed consolidated financial statements.
 
In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures (ASC 820): Improving Disclosures about Fair Value Measurements.”  This update will require (1) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (2) information about purchases, sales, issuances and settlements to be presented separately (i.e. present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs).  This guidance clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs.  The new disclosures and clarifications of existing disclosure are effective for fiscal years beginning after December 15, 2009, except for the disclosure requirements for related to the purchases, sales, issuances and settlements in the rollforward activity of Level 3 fair value measurements.  Those disclosure requirements are effective for fiscal years ending after December 31, 2010.  The Company is still assessing the impact of this guidance and does not believe the adoption of this guidance will have a material impact to its condensed consolidated financial statements.
 
 
14

 
 
ITEM 2:
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
In addition to historical information, this quarterly report contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in the “Risk Factors” in Item 1A to Part 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010 (the “Form 10-K”). They include the following: the level of demand for Selectica’s products and services; the intensity of competition; Selectica’s ability to effectively manage product transitions and to continue to expand and improve internal infrastructure; risks associated with potential acquisitions; and adverse financial, customer and employee consequences that might result to us if litigation were to be resolved in an adverse manner to us. For a more detailed discussion of the risks relating to our business, readers should refer to 1A to Part 1 in the Form 10-K entitled “Risk Factors.” Readers are cautioned not to place undue reliance on the forward-looking statements, including statements regarding our expectations, beliefs, intentions or strategies regarding the future, which speak only as of the date of this quarterly report. We assume no obligation to update these forward-looking statements.
 
Overview
 
We provide Contract Management (CM) and Sales Configuration (SCS) software solutions that allow enterprises to efficiently manage business processes. Our solutions include software, on demand hosting, professional services and expertise.
 
Our CM products enable customers to create, manage and analyze contracts in a single, easy to use repository and are offered as an on-premise or hosted solution. Our software enables any and all corporate departments (e.g. Sales, Services, Procurement, Finance, IT and others) to model their specific contracting processes using our application and to manage the lifecycle of the department’s relationships with the counterparty from creation through closure.
 
Our SCS products enable customers to increase revenues and reduce costs through seamless, web-enabled automation of the “quote to contract” business processes, which reside between legacy Customer Relationship Management (CRM) and Enterprise Resource Planning (ERP) systems. These products are built using Java technology and utilize a unique business logic engine, repository, and a multi-threaded architecture. This design reduces the amount of memory used to support new user sessions and to deploy a cost-effective, robust and highly scalable, Internet-enhanced sales channel.
 
Quarterly Financial Overview
 
For the three months ended December 31, 2010, our revenues were approximately $3.9 million with license revenues representing 17% and services revenues representing 83% of total revenues. Approximately 31% of our quarterly revenues came from three customers. License margins for the quarter were 80% and services margins were 71%. Net loss for the quarter was approximately $(54,000) or $(0.02) per share.  For the three months ended December 31, 2009, our revenues were approximately $4.4 million with license revenues representing 22% and services revenues representing 78% of total revenues. Approximately 34% of our quarterly revenues came from three customers. License margins for the quarter were 96% and services margins were 60%. Net loss for the quarter was approximately $(0.7) million or $(0.26) per share.
 
 
15

 
 
Critical Accounting Policies and Estimates
 
There have been no material changes to any of our critical accounting policies and estimates as disclosed in our Annual Report on Form 10-K for the year ended March 31, 2010.
 
Factors Affecting Operating Results
 
A small number of customers account for a significant portion of our total revenues. We expect that our revenues will continue to depend upon a limited number of customers. If we were to lose a large customer, it would have a significant impact upon future revenues. Customers who accounted for at least 10% of total revenues were as follows:
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2010
   
2009
   
2010
   
2009
 
Customer A
    15 %     12 %     16 %     15 %
Customer B
    *       12 %     *       *  
Customer C
    *       10 %     *       *  
Customer D
    10 %     *       *       *  
 

*
Customer account was less than 10% of total revenues.
 
We have incurred significant losses since inception and, as of December 31, 2010, we had an accumulated deficit of approximately $255 million. We believe our success depends on the growth of our customer base and the development of the emerging contract management and compliance markets and the stability of our sales configuration customer base.
 
We believe that period-to-period comparisons of revenues and operating results are not necessarily meaningful and should not be relied upon as indications of future performance. Our operating results have historically been dependent on a few significant customer transactions which make predicting future performance difficult.
 
Because our services tend to be specific to each customer and how that customer will use our products, and because each customer sets different acceptance criteria, it is difficult for us to accurately forecast the amount of revenue that will be recognized on any particular customer contract during any quarter or fiscal year. As a result, we base our revenue estimates, and our determination of associated expense levels, on our analysis of the likely revenue recognition events under each contract during a particular period. Although the value of customer contracts signed during any particular quarter or fiscal year is not an accurate indicator of revenues that will be recognized during any particular quarter or fiscal year, in general, if the value of customer contracts signed in any particular quarter or fiscal year is lower than expected, revenue recognized in future quarters and fiscal years will likely be negatively affected.
 
 
16

 
 
Results of Operations:
 
Revenues
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2010
   
2009
   
Change
   
2010
   
2009
   
Change
 
   
(in thousands, except percentages)
 
License
  $ 664     $ 979     $ (315 )   $ 1,804     $ 2,355     $ (551 )
Percentage of total revenues
    17 %     22 %     (32 )%     17 %     21 %     (23 )%
Services
  $ 3,291     $ 3,458     $ (167 )   $ 8,983     $ 8,997     $ (14 )
Percentage of total revenues
    83 %     78 %     (5 )%     83 %     79 %     0 %
Total revenues
  $ 3,955     $ 4,437     $ (482 )   $ 10,787     $ 11,352     $ (565 )
 
License. License revenues consist of revenue from licensing our software products.  For the three and nine months ending December 31, 2010, license revenues decreased by approximately $0.3 million and $0.6 million, respectively, compared to the three and nine months ending December 31, 2009. These revenue decreases were primarily due to lower average selling prices. We expect license revenues to continue to fluctuate in future periods as a percentage of total revenues and in absolute dollars depending on the number and size of new license contracts.
 
Services. Services revenues are comprised of fees from consulting, maintenance, hosting, training, subscription revenues and out-of-pocket reimbursements. During the three months ended December 31, 2010, services revenues decreased $0.2 million compared to the three months ended December 31, 2009 primarily due to the achievement of certain customer milestones that triggered revenue recognition on previously recorded deferred revenue in the prior year.  During the nine months ended December 31, 2010, services revenues remained flat compared to the nine months ended December 31, 2009. Maintenance revenues represented 50% and 45% of total services revenues for the three months ended December 31, 2010 and December 31, 2009, respectively, and 53% and 50% of total services revenues for the nine months ended December 31, 2010 and December 31, 2009, respectively.
 
We expect services revenues to continue to fluctuate in future periods as a percentage of total revenues and in absolute dollars. This will depend on the number and size of new software implementations and follow-on services to our existing customers. We expect maintenance revenues to fluctuate in absolute dollars and as a percentage of services revenues with respect to the number of maintenance renewals, and number and size of new contracts. In addition, maintenance renewals are extremely dependent upon customer satisfaction and the level of need to make changes or upgrade versions of our software by our customers. Fluctuations in services revenues are also due to timing of revenue recognition, achievement of milestones, customer acceptance, changes in scope, and additional services.
 
Cost of revenues
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2010
   
2009
   
Change
   
2010
   
2009
   
Change
 
   
(in thousands, except percentages)
 
Cost of license revenues
  $ 136     $ 37     $ 99     $ 320     $ 126     $ 194  
Percentage of license revenues
    20 %     4 %     268 %     18 %     5 %     154 %
Cost of services revenues
  $ 957     $ 1,382     $ (425 )   $ 3,369     $ 4,029     $ (660 )
Percentage of services revenues
    29 %     40 %     (31 )%     38 %     45 %     (16 )%
 
Cost of License Revenues. Cost of license revenues consists of a fixed allocation of our research and development costs, fees paid to resellers, and costs of purchased third party licenses sold to customers as part of a bundled arrangement. During the three months ended December 31, 2010, cost of license revenues increased 268% compared to the three months ended December 31, 2009 primarily because of fees paid to a reseller on a new customer contract.  During the nine months ended December 31, 2010, cost of license revenues increased compared to the nine months ended December 31, 2009 primarily due to the delivery of third party licenses sold to a customer as well as fees paid to a reseller on a new customer contract.
 
We expect cost of license revenues to maintain a relatively consistent level in absolute dollars throughout fiscal 2011.
 
Cost of Services Revenues. Cost of services revenues is comprised mainly of salaries and related expenses of our services organization, our data center costs, plus certain allocated expenses. During the three and nine months ended December 31, 2010, these costs decreased 31% and 16%, respectively, compared to the same periods in 2009 primarily due to reductions in the use of outside contractors.
 
 
17

 
 
We expect cost of services revenues to fluctuate as a percentage of service revenues, and we plan to reduce cost of services revenues in absolute dollars over the next year.
 

 Gross Margins
 
Gross margin percentages for services revenues and license revenues for the respective periods are as follows:
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2010
   
2009
   
2010
   
2009
 
License
    80 %     96 %     82 %     95 %
Services
    71 %     60 %     62 %     55 %
 
Gross Margin — Licenses. Because we have certain license costs that are fixed, margins will vary based on gross license revenue, the nature of the license agreements and product mix.  Due to the delivery of third party licenses sold to a customer and fees paid to a reseller on a new customer contract, we experienced lower license gross margins during the three and nine months ended December 31, 2010 compared to the three and nine months ending December 31, 2009.
 
Gross Margin — Services. During the three and nine months ending December 31, 2010, gross margins from services improved to 71% and 62%, respectively, as compared to 60% and 55%, respectively, for the three and nine months ending December 31, 2009. These improvements were primarily due to higher maintenance revenues resulting from new customers and annual increases in maintenance renewals, as well as reductions in the use of outside contractors.
 
We expect that our overall gross margins will continue to fluctuate due to the timing of services and license revenue recognition and will continue to be adversely affected by lower margins associated with services revenues. The impact on our gross margin will depend on the mix of services we provide, whether the services are performed by our in-house staff or third party consultants, and the overall utilization rates of our professional services organization.
 
Operating Expenses
 
Research and Development Expenses
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2010
   
2009
   
Change
   
2010
   
2009
   
Change
 
   
(in thousands, except percentages)
 
Research and development
  $ 816     $ 753     $ 63     $ 2,205     $ 2,545     $ (340 )
Percentage of total revenues
    21 %     17 %     8 %     20 %     22 %     (13 )%
 
Research and development expenses consist primarily of salaries and related costs of our engineering, quality assurance, technical publication efforts and certain allocated expenses.  Research and development expenses increased $0.1 million and decreased $0.3 million during the three and nine months ending December 31, 2010 compared to the three and nine months ending December 31, 2009, respectively. The quarter over quarter increase was primarily due to additional expenses associated with the opening of a research and operations center in Odessa, Ukraine.  The $0.3 million decrease was primarily attributable to a reduction in the use of outside services in support of our in-house development teams.
 
We expect research and development expenditures to increase modestly in absolute dollars over the next year as we continue to invest in research in development as evidenced by the Ukraine research and operations center.  This facility represents a significant investment for us as we look to execute on our global expansion strategy.
 
Sales and Marketing
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2010
   
2009
   
Change
   
2010
   
2009
   
Change
 
   
(in thousands, except percentages)
 
Sales and marketing
  $ 1,144     $ 1,285     $ (141 )   $ 3,135     $ 3,586     $ (451 )
Percentage of total revenues
    29 %     29 %     (11 )%     29 %     32 %     (13 )%
 
Sales and marketing expenses consist primarily of salaries and related costs for our sales and marketing organization, sales commissions, expenses for travel and entertainment, trade shows, public relations, collateral sales materials, advertising and certain allocated expenses. For the three and nine months ending December 31, 2010, sales and marketing expenses decreased $0.1 million and $0.5 million, respectively, compared to the same periods in 2009. These decreases are primarily due to cost reductions in marketing and outside services, as well as stock-based compensation expense, reflecting our ongoing efforts in cost control.
 
 
18

 
 
We expect modest reductions in sales and marketing expenses in fiscal 2011 as a percentage of total revenues.
 
General and Administrative
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2010
   
2009
   
Change
   
2010
   
2009
   
Change
 
   
(in thousands, except percentages)
 
General and administrative
  $ 914     $ 1,260     $ (346 )   $ 2,746     $ 4,176     $ (1,430 )
Percentage of total revenues
    23 %     28 %     (27 )%     25 %     37 %     (34 )%  
 
General and administrative expenses consist mainly of personnel and related costs for general corporate functions, including finance, accounting, legal, human resources, bad debt expense and certain allocated expenses. General and administrative expenses decreased by approximately $0.3 million and $1.4 million in the three and nine months ended December 31, 2010, respectively, compared to the same period in 2009.  These decreases were primarily due to significant decreases in legal and accounting expenses, as well as other outside service costs, reflecting our ongoing efforts in cost control.
 
Professional Fees Related to Corporate Governance Review and Restructuring
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2010
   
2009
   
Change
   
2010
   
2009
   
Change
 
   
(in thousands, except percentages)
 
Professional fees related to corporate governance review
  $     $     $     $     $ 438     $ (438 )
Percentage of total revenues
    0 %     0 %           0 %     4 %     (100 )%  
Restructuring
  $     $ 391     $ (391 )   $     $ 1,238     $ (1,238 )
Percentage of total revenues
    0 %     9 %     (100 )%     0 %     11 %     (100 )%

The corporate governance review was initiated in fiscal year 2010 as a result of internal initiatives and matters that were raised during the course of our litigation with Trilogy.  We have, from time to time, realigned or restructured our costs to better fit the sales and customer model in place at the time. There were no restructuring expenses during the three and nine months ended December 31, 2010.  During the three and nine months ended December 31, 2009, our restructuring expenses related to employee severances and to write offs of leasehold improvements in our headquarters facility that we ceased to occupy on August 17, 2009.

Interest and Other Income (Expense), Net

Interest and other income (expense), net consists primarily of interest earned on cash balances and short-term investments, interest expense on our note payable to Versata, foreign currency fluctuations, and other miscellaneous expenditures. During the three months ended December 31, 2010 and 2009, interest and other income (expense), net totaled approximately $(41,000) and $(56,000), respectively. During the nine months ended December 31, 2010 and 2009, interest and other income (expense), net totaled approximately $(137,000) and $(226,000), respectively. The expense reductions are primarily due to one-time miscellaneous expenditures in the prior fiscal year from the sale of our Indian subsidiary on March 31, 2009. For more information on the sale of the Indian subsidiary, see Footnote 15 in our Annual Report on Form 10-K for the year ending March 31, 2009.
 
 
19

 
 
Provision for Income Taxes

During the nine months ended December 31, 2010 and 2009, we recorded income tax provision (benefit) of approximately $4,000 and $(187,000), respectively. The December 31, 2010 amount relates to nominal state minimum and franchise taxes and the December 31, 2009 amount relates to federal refundable R&D credit benefits and nominal state minimum and franchise taxes.
 
Liquidity and Capital Resources
 
   
December 31,
2010
   
March 31,
2010
 
   
(in thousands)
 
Cash, cash equivalents and short-term investments
  $ 16,460     $ 17,155  
Working capital
  $ 14,275     $ 15,494  
 
   
Nine Months Ended
December 31,
 
   
2010
   
2009
 
   
(in thousands)
 
Net cash provided by (used in) operating activities
  $ 295     $ (4,304 )
Net cash used in investing activities
  $ (4,532 )   $ (184 )
Net cash used in financing activities
  $ (807 )   $ (1,917 )
 
Our primary sources of liquidity consisted of approximately $16.5 million in cash, cash equivalents and short-term investments as of December 31, 2010 compared to approximately $17.2 million in cash, cash equivalents and short-term investments as of March 31, 2010.
 
Net cash provided by operating activities was $0.3 million for the nine months ended December 31, 2010, resulting primarily from a $0.8 million decrease in accounts receivable, net resulting from strong cash collection efforts during the year, a $0.5 million increase in accounts payable and other accrued liabilities and long-term liabilities, and $0.6 million in non-cash charges for depreciation and stock-based compensation expense.  These increases were partially offset by our year to date net loss of $1.1 million, and a $0.4 million decrease in deferred revenues.
 
Net cash used in operating activities was $4.3 million for the nine months ended December 31, 2009, resulting primarily from our year to date net loss of $4.9 million, a $4.0 million decrease in our accounts payable, restructuring liabilities, and other accrued liabilities, partially offset by a $1.9 million decrease in accounts receivable, net, a $1.5 million decrease in prepaid expenses and other current assets, and adjustments for non-cash items such as depreciation, amortization, losses on the disposition of property and equipment, and stock-based compensation totaling $1.3 million.
 
Net cash used in investing activities was $4.5 million for the nine months ended December 31, 2010, resulting primarily from short-term investment purchases.
 
Net cash used in investing activities was $0.2 million for the nine months ended December 31, 2009, resulting primarily from capital asset purchases.
 
As a result of current adverse financial market conditions, investments in some financial instruments may pose risks arising from liquidity and credit concerns. Although we believe our current investment portfolio has very little risk of impairment, we cannot predict future market conditions or market liquidity and can provide no assurance that our investment portfolio will remain unimpaired.
 
Net cash used in financing activities was $0.8 million for the nine months ended December 31, 2010, resulting from $0.6 million of payments on our note payable to Versata, as well as $0.2 million in costs to defend our Rights Agreement.
 
Net cash used in financing activities was $1.9 million for the nine months ended December 31, 2009, resulting from $1.3 million in costs to defend our Rights Agreement, as well as $0.6 million of payments on our note payable to Versata.
 
We expect to incur significant operating costs for the foreseeable future. We expect to fund our operating costs, as well as our future capital expenditures and liquidity needs, from a combination of available cash balances and internally generated funds. We have no outside debt other than our note payable to Versata, and do not have any plans to enter into borrowing arrangements. As a result, our net cash flows will depend heavily on the level of future sales, changes in deferred revenues, our ability to manage costs and ongoing legal proceedings.
 
 
20

 
 
We believe our cash, cash equivalents, and short-term investment balances as of December 31, 2010 are adequate to fund our operations through at least December 31, 2011.  However, given the significant changes in our business and results of operations in the last 12 months, the fluctuation in cash and investment balances may be greater than presently anticipated. After the next 12 months, we may find it necessary to obtain additional funds. In the event additional funds are required, we may not be able to obtain additional financing on favorable terms or at all.  
 
Contractual Obligations

We had no significant commitments for capital expenditures as of December 31, 2010.
 
We do not anticipate any significant capital expenditures, payments due on long-term obligations other than our note payable to Versata, or other contractual obligations. However, management is continuing to review our cost structure to minimize expenses and use of cash as we implement our planned business model changes. This activity may result in additional restructuring charges or severance and other benefits.
 
Our contractual obligations and commercial commitments at December 31, 2010, are summarized as follows:
 
   
Payments Due By Period
 
Contractual Obligations:
 
Total
   
Less Than
1 Year
   
1-3
Years
   
4-5
Years
   
After 5
Years
 
   
(in thousands)
 
Operating leases
  $ 135     $ 132     $ 3     $     $  
Versata note
  $ 4,407     $ 786     $ 2,039     $ 1,359     $ 223  
                                         
Total
  $ 4,542     $ 918     $ 2,042     $ 1,359     $ 223  
 
ITEM 3:
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We are a “smaller reporting company” as defined by Regulation S-K and as such, are not required to provide the information contained in this item pursuant to Regulation S-K.
 
ITEM 4:
CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures
 
Pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), our management, including the President and Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the period ended December 31, 2010. Based upon this evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2010.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 of the Exchange Act that was conducted during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
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PART II: OTHER INFORMATION
 
ITEM 1:
LEGAL PROCEEDINGS
 
On October 11, 2010, the Delaware Supreme Court issued an opinion that affirmed the Court of Chancery ruling in favor of the Company in the Versata Enterprises, Inc. v. Selectica, Inc. litigation, which began in November 2008.  The ruling confirms the validity of the actions the Company took to preserve its net operating loss carryforwards and represents the legal close to the case.
 
On November 11, 2010, the Company initiated an action in the Delaware Court of Chancery against Versata Enterprises Inc. and Trilogy, Inc.  Through this action, the Company requests a declaratory judgment confirming that the Company is not obligated to pay more than $1 million demanded by Versata and Trilogy in connection with an alleged “investigation” into corporate governance policies and procedures at the Company.  On January 13, 2011, Trilogy and Versata answered the Company’s complaint and asserted a counterclaim for the “investigation” fees at issue.  The Company filed a reply to the counterclaim on February 2, 2011.  The action, captioned Selectica, Inc. v. Versata Enterprises, Inc., C.A. No. 5976-VCN, is ongoing.
 
In the future we may be subject to other lawsuits, including claims relating to intellectual property matters or securities laws. Any litigation, even if not successful against us, could result in substantial costs and divert management’s and other resources away from the operations of our business. If successful against us, we could be liable for large damage awards and, in the case of patent litigation, subject to injunctions that significantly harm our business.
 
ITEM 1A:
RISK FACTORS
 
Not applicable.
 
ITEM 2:
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
Purchases of Equity Securities by the Issuer
 
We have granted shares of restricted common stock that allow statutory tax withholding obligations incurred upon vesting of those shares to be satisfied by forfeiting a portion of those shares to us. The following table shows the shares acquired by us upon forfeiture of restricted shares during the quarter ended December 31, 2010.
 
 ISSUER PURCHASES OF EQUITY SECURITIES
Period
 
Total Number
of Shares
Purchased
   
Average Price
Paid per Share
   
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
   
Maximum Number
(or Approximate
Dollar Value)
of Shares That
May Yet be
Purchased
Under the Plans
or Program
 
October 1, 2010—October 31, 2010
        $              
November 1, 2010—November 30, 2010
                       
December 1, 2010—December 31, 2010
    132       5.11              
                                 
Total
    132     $ 5.11              
 
ITEM 3:
DEFAULTS UPON SENIOR SECURITIES
 
Not applicable.
 
ITEM 4:
REMOVED AND RESERVED
 
ITEM 5:
OTHER INFORMATION
 
Not applicable.
 
 
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ITEM 6:
EXHIBITS
 
Exhibit No.
 
Description
3.1
 
Second Amended and Restated Certificate of Incorporation, as amended.
3.2
 
Amended and Restated Bylaws, as amended.
31.1
 
Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
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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, thereunto duly authorized.
 
Date: February 14, 2011
By:
/s/ TODD SPARTZ          
   
Todd Spartz
Chief Financial Officer
 
 
 
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EXHIBIT INDEX
 
Exhibit No.
 
Description
3.1
 
Second Amended and Restated Certificate of Incorporation, as amended.
3.2
 
Amended and Restated Bylaws, as amended.
31.1
 
Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.