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SLTC > SEC Filings for SLTC > Form 10-Q/A on 10-Jul-2009All Recent SEC Filings

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Form 10-Q/A for SELECTICA INC


10-Jul-2009

Quarterly Report


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 Part II Item 1A "Risk Factors." Actual results could differ materially. Important factors that could cause actual results to differ materially include, but are not limited to; 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 Part II Item 1A found later in this report entitled "Risks 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 Sales Configuration (SC) and Contract Management (CM) software solutions that allow enterprises to efficiently manage sell-side business processes. Our solutions include software, on demand hosting, professional services and expertise. Our SC 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.
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. Quarterly Financial Overview
For the three months ended September 30, 2008, our revenues were approximately $3.1 million with license revenues representing 5% and services revenues representing 95% of total revenues. In addition, approximately 49% of our quarterly revenues came from three customers. License margins for the quarter were 67% and services margins were 61%. Net loss for the quarter was approximately $3.0 million or $(0.10) per share. For the three months ended September 30, 2007, our revenues were approximately $4.0 million with license revenues representing 27% and services revenues representing 73% of total revenues. In addition, approximately 54% of our quarterly revenues came from two customers. License margins for the quarter were 95% and services margins were 69%. Net loss for the quarter was approximately $17.8 million or $(0.63) per share, including $16.1 million relating to a legal settlement. Critical Accounting Policies and Estimates There have been no material changes to any of our critical accounting policies and estimates as disclosed in our report on Form 10-KSB for the year ended March 31, 2008.
Factors Affecting Operating Results
A small number of customers account for a significant portion of our total revenues. We expect that our revenue 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 revenue. Customers who accounted for at least 10% of total revenues were as follows:


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                                Three Months Ended         Six Months Ended
                                  September 30,              September 30,
                                2008          2007         2008         2007
                Customer A        26 %          45 %         23 %          28 %
                Customer B        10 %           *            *            10 %
                Customer C        13 %          11 %         11 %          10 %

* Customer account was less than 10% of total revenues.

We have incurred significant losses since inception and, as of September 30, 2008, we had an accumulated deficit of approximately $246 million. We believe our success depends on the growth of our customer base and the development of the emerging configuration, pricing management, quoting solutions and the contract management and compliance market.
In view of the rapidly changing nature of our business, 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 history has been volatile and makes it difficult to forecast future operating results. This was evidenced by the decline in revenue in fiscal 2008 and 2007.
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 effected.
Results of Operations:
Revenues

                                       Three Months Ended                    Six Months Ended
                                          September 30,                        September 30,
                                  2008        2007       Change       2008        2007        Change
                                                  (in thousands, except percentages)
 License                        $   156     $ 1,091     $ (935 )    $   912     $ 2,802     $ (1,890 )
 Percentage of total revenues         5 %        27 %      (86 %)        13 %        34 %        (67 %)
 Services                       $ 2,979     $ 2,891     $   88      $ 5,990     $ 5,521     $    469
 Percentage of total revenues        95 %        73 %        3 %         87 %        66 %          8 %
 Total revenues                 $ 3,135     $ 3,982     $ (847 )    $ 6,902     $ 8,323     $ (1,421 )

License. For the three and six months ending September 30, 2008, license revenues decreased by approximately $0.9 million and $1.9 million, respectively, compared to the three and six months ending September 30, 2007. These declines were due primarily to declines in license revenues from our sales configuration business as we changed our focus to a more channel-driven model. 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, training, subscription revenue and out-of pocket reimbursement. During the three and six months ending September 30, 2008, services revenues increased $0.1 million and $0.5 million, respectively, compared to the period ending September 30, 2007. The increase primarily related to more subscription revenues


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provided by new subscription agreements in the CM business unit. Maintenance revenues represented 45% and 62% of total services revenues for the three months ended September 30, 2008, and 2007, respectively. Maintenance revenues represented 46% and 63% of total services revenues for the six months ended September 30, 2008 and 2007, 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 revenue 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 dependent upon customer satisfaction and the level of need to make changes or upgrade versions of our software by our customers. Fluctuations in services revenue are also due to timing of revenue recognition, achievement of milestones, customer acceptance, changes in scope or renegotiated terms, and additional services.

Cost of revenues

                                          Three Months Ended                 Six Months Ended
                                            September 30,                     September 30,
                                      2008       2007      Change      2008        2007       Change
                                                   (in thousands, except percentages)
  Cost of license revenues          $    51     $  53     $  (2 )    $   102     $   112     $ (10 )
  Percentage of license revenues         33 %       5 %      (4 %)        11 %         4 %      (9 %)
  Cost of services revenues         $ 1,159     $ 885     $ 274      $ 2,345     $ 1,903     $ 442
  Percentage of services revenues        39 %      31 %      31 %         39 %        34 %      23 %

Cost of License Revenues. Cost of license revenues consists of a fixed allocation of our research and development costs, the costs of the product media, duplication, packaging and delivery of our software products to our customers, which may include documentation, shipping, and other data transmission costs. We expect cost of license revenues to maintain a relatively consistent level in absolute dollars in fiscal 2009.
Cost of Services Revenues. Cost of services revenues is comprised mainly of salaries and related expenses of our services organization plus certain allocated expenses. During the three and six months ended September 30, 2008, these costs increased 31% and 23%, respectively, compared to the same periods in 2007 primarily due to an increase of approximately $0.3 million and $0.4 million, respectively, in the CM business unit due to the addition of headcount and increased use of third-party consultants.
We expect cost of services revenues to fluctuate as a percentage of service revenues and we plan to manage our investment in cost of services revenues in absolute dollars over the next year as necessary to balance expense levels with projected revenues.
Gross Margins
Gross margin percentages for services revenues and license revenues for the respective periods are as follows:

                               Three Months Ended         Six Months Ended
                                 September 30,              September 30,
                               2008          2007         2008         2007
                 License         67 %          95 %         89 %          96 %
                 Services        61 %          69 %         61 %          66 %

Gross Margin - Licenses. Because we have certain license costs that are fixed, margins will vary based on gross license revenue and product mix. We experienced significantly lower license gross margins during the three and six months ended September 30, 2008 compared to the three and six months ending September 30, 2007 primarily due to lower license revenues and relatively flat fixed license costs.
Gross Margin - Services. Gross margin decreased to 61% for both the three and six months ended September 30, 2008, compared to 69% and 66% for the three and six months ended September 30, 2007, respectively, primarily due to an increase of approximately


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$0.3 million and $0.4 million, respectively, in the CM business unit due to the addition of headcount and increased use of third-party consultants.
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                  Six Months Ended
                                           September 30,                      September 30,
                                   2008       2007       Change       2008        2007       Change
                                                  (in thousands, except percentages)
   Research and development       $ 970     $ 1,139     $ (169 )    $ 2,117     $ 2,317     $ (200 )
   Percentage of total revenues      31 %        28 %      (15 %)        31 %        28 %       (9 %)

Research and development expenses consist primarily of salaries and related costs of our engineering, quality assurance, technical publications efforts and certain allocated expenses. Research and development expenses decreased slightly during the three and six months ended September 30, 2008 compared to the three and six months ended September 30, 2007 and were primarily attributable to reductions in headcount and decreases in costs for facilities, overhead and benefits.

Sales and Marketing

                                         Three Months Ended                  Six Months Ended
                                           September 30,                      September 30,
                                    2008        2007       Change      2008        2007       Change
                                                  (in thousands, except percentages)
   Sales and marketing            $ 1,353     $ 1,136      $ 217     $ 3,114     $ 3,061      $  53

Percentage of total revenues 43 % 28 % 19 % 45 % 37 % 2 %

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 months ended September 30, 2008, sales and marketing expenses increased compared to the same period in 2007, largely due to increases in staff in our CM unit. For the six months ended September 30, 2008, sales and marketing expenses were relatively unchanged.
General and Administrative and Professional fees related to stock option

investigation

                                         Three Months Ended                  Six Months Ended
                                           September 30,                      September 30,
                                    2008        2007       Change      2008        2007       Change
                                                  (in thousands, except percentages)
   General and administrative     $ 1,842     $ 1,360      $ 482     $ 2,974     $ 2,738      $ 236

Percentage of total revenues 59 % 34 % 35 % 43 % 33 % 9 %


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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 increased significantly in the three and six months ended September 30, 2008 compared to the same periods in 2007 primarily due to higher utilization of outside services in the areas of accounting and legal. Interest and Other Income (Expense), Net Interest and other income (expense), net consists primarily of interest earned on cash balances and short-term investments along with the impact of currency fluctuations due to valuation adjustments, primarily in our Indian subsidiary. During the three months ended September 30, 2008 and September 30, 2007, interest and other income (expense), net totaled approximately $(0.4) million and $0.8 million, respectively. During the six months ended September 30, 2008 and September 30, 2007, interest and other income (expense), net totaled approximately $(0.6) million and $1.9 million, respectively. The decreases were due primarily to lower cash balances, lower interest rates on our cash and short-term investments balances and unfavorable foreign exchange rate movements against the U.S. dollar.
Provision for Income Taxes
During the three months ended September 30, 2008 and 2007, we recorded income tax provisions of approximately $19,000 and $38,000, respectively. During the six months ended September 30, 2008 and 2007, we recorded income tax provisions of approximately $37,000 and $244,000, respectively. These amounts related to taxes due in foreign jurisdictions and nominal tax amounts for federal and states taxes in the U.S.

Liquidity and Capital Resources

                                                          September 30,         March 31,
                                                               2008                2008             Change
                                                                            (in thousands)
Cash, cash equivalents and short-term investments         $     30,555          $ 35,213          $ (4,658 )
Working capital                                           $     25,043          $ 30,762          $ (5,719 )



                                                              Six Months Ended
                                                                September 30,
                                                              2008         2007
                                                               (in thousands)
     Net cash used in operating activities                 $ (4,287 )   $ (6,576 )
     Net cash provided by (used in) investing activities   $  6,251     $ (7,640 )
     Net cash used in financing activities                 $   (400 )          -

Net cash used in operating activities was $4.3 million for the six months ended September 30, 2008, resulting primarily from our net loss of $5.1 million and a $1.2 million increase in accounts receivable. These decreases in cash flows from operating activities were partially offset by a $1.7 million increase in deferred revenues.
Net cash used in operating activities was $6.6 million for the six months ended September 30, 2007, resulting primarily from our net loss of $20.1 million and a $0.8 million decrease in accounts payable. These decreases in cash flows from operating activities were partially offset by a $14.3 million increase in other accrued liabilities and long-term liabilities.
Net cash provided by investing activities was $6.3 million for the six months ended September 30, 2008, which largely consisted of $6.4 million of net proceeds of short-term investments. Net cash used in investing activities was $7.6 million for the six months ended September 30, 2007, which largely consisted of $8.6 million of net purchases of short-term investments, partially offset by $1.0 million of proceeds of long-term investments.
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 $0.4 million for the six months ended September 30, 2008, which were principal payments on our note payable to Versata. There were no financing activities for the six months ended September 30, 2007.
Contractual Obligations
We had no significant commitments for capital expenditures as of September 30, 2008. We expect to fund our future capital expenditures, liquidity and strategic operating programs from a combination of available cash balances and internally generated funds.


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We have no outside debt and do not have any plans to enter into borrowing arrangements. Our cash, cash equivalents, and short-term investment balances as of September 30, 2008 are adequate to fund our operations through at least the next twelve months.
We do not anticipate any significant capital expenditures, payments due on long-term obligations, or other contractual obligations. However, management is continuing to review our cost structure to minimize non-revenue generating 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.
As of September 30, 2008, there were no other material changes to our contractual obligations outside the ordinary course of business from those disclosed in our Annual Report on Form 10-KSB for the year ended March 31, 2008.

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