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 March 31, 2011 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: 000-51560








Sajan, Inc.


(Exact name of registrant as specified in its charter)





Delaware
41-1881957(State of incorporation)
(I.R.S. Employer Identification No.)625 Whitetail Blvd., River Falls, Wisconsin
54022(Address of principal executive offices)
(Zip Code)





Registrant’s telephone number, including area code: (715) 426-9505










Former name, former address and former fiscal year, if changed since last report: N/A





Indicate by 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 the filing requirements for the past 90 days. x Yes     ̈ No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 definition of “accelerated filer,” large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer   ̈      Accelerated filer   ̈      Non-accelerated filer   ̈         Smaller reporting company  x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes    x No





As of May 11, 2011, the registrant had 16,027,703 shares of common stock, $0.01 par value per share, outstanding.








Sajan, Inc.





Table of Contents





PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements

3Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

16Item 3. Quantitative and Qualitative Disclosures About Market Risk

21Item 4T. Controls and Procedures

21PART II. OTHER INFORMATIONItem 1. Legal Proceedings

22Item 1A. Risk Factors

22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

22Item 3. Defaults Upon Senior Securities

22Item 4. Removed and Reserved

22Item 5. Other Matters

23Item 6. Exhibits

23SIGNATURES

24Exhibit Index


2




PART I. FINANCIAL INFORMATION





Item 1.  Financial Statements.





Sajan, Inc. and Subsidiaries


CONSOLIDATED BALANCE SHEETSMarch 31,


December 31,2011 (Unaudited)


2010AssetsCurrent assets:Cash and cash equivalents

$
1,633,393


$
1,903,229Restricted cash


-



1,000,000Accounts receivable, net of allowance of $15,000 and $15,000


3,739,144



3,267,120Deferred tax asset, net of allowance


54,180



54,180Unbilled services


915,432



625,661Prepaid expenses and other current assets


230,165



138,980Total current assets


6,572,314



6,989,170Property and equipment, net


711,922



747,540Other assets:Intangible assets, net


147,312



178,915Capitalized software development costs, net


357,533



460,931Other assets, net


30,208



27,649Total other assets


535,053



667,495Total assets

$
7,819,289


$
8,404,205Liabilities and Stockholders’ EquityCurrent liabilities:Note payable – related party

$
-


$
250,000Note payable – indemnification escrow


-



1,000,000Accounts payable


2,355,967



1,969,094Accrued interest – related party


5,918



68,164Accrued compensation and benefits


557,414



481,136Accrued liabilities


942,032



832,043Deferred revenue


449,168



319,964Total current liabilities


4,310,499



4,920,401Long-term liabilities:Note payable – related party


750,000



750,000Total long-term liabilities


750,000



750,000Total liabilities


5,060,499



5,670,401Commitments and contingenciesStockholders’ equity:Preferred stock, $.01 par value, 10,000,000 shares authorized and no shares issued outstanding


-



-Common stock, $.01 par value, 35,000,000 shares authorized, 16,009,331 issued and outstanding at March 31, 2011 and December 31, 2010


160,093



160,093Additional paid-in capital


6,412,378



6,339,183Accumulated deficit


(3,803,682
)


(3,743,337
)Accumulated other comprehensive loss:Foreign currency adjustment


(9,999
)


(22,135
)Stockholders’ equity


2,758,790



2,733,804Total liabilities and stockholders’ equity

$
7,819,289


$
8,404,205





See notes to consolidated financial statements.


3


Sajan, Inc. and Subsidiaries




CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)




Three months ended March 31,2011


2010Revenues:Translation and consulting income

$
5,213,660


$
3,140,202Operating expenses:Cost of revenues (exclusive of depreciation and amortization)


3,045,993



1,761,503Sales and marketing


599,868



810,944Research and development


419,553



568,586General and administrative


1,012,312



1,249,776Depreciation and amortization


195,427



244,956Total operating expenses


5,273,153



4,635,765Loss from operations


(59,493
)


(1,495,563
)Other income (expense):Interest expense


(18,144
)


(45,988
)Interest and other income


3,683



2,038Other, net


13,609



(18,007
)Total other (expense), net


(852
)


(61,957
)Net loss before income taxes


(60,345
)


(1,557,520
)Income tax benefit


-



(62,311
)Net loss

$
(60,345
)

$
(1,495,209
)Loss per common share – basic and diluted

$
0.00


$
(0.13
)Weighted average shares outstanding – basic and diluted


16,009,331



11,912,631




See notes to consolidated financial statements.


4




Sajan, Inc. and Subsidiaries


CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


Three months ended March 31,2011


2010Cash flows from operating activities:Net loss

$
(60,345
)

$
(1,495,209
)Adjustments to reconcile net loss to net cash from operating activities:Amortization of capitalized software costs


103,199



134,661Amortization of license costs


31,603



40,218Depreciation


60,624



70,220Stock-based compensation expense


53,405



370,546Deferred taxes


-



(61,818
)Decrease (increase) in current assets:Accounts receivable


(472,024
)


394,690Change in unbilled services


(289,771
)


(32,302
)Prepaid expenses and other current assets


(91,185
)


(74,647
)Increase (decrease) in current liabilities:Accounts payable


386,873



341,091Accrued interest – related party


(62,246
)


7,921Accrued compensation and benefits


76,278



11,239Accrued liabilities


109,989



(497,223
)Deferred revenue


129,204



16,779Net cash flows used in operating activities


(24,396
)


(773,834
)Cash flows from investing activities:Purchases of property and equipment


(22,883
)


(24,365
)Release of restricted cash


1,000,000



-Capitalized software development costs


-



(30,655)Cash acquired in merger transaction


-



5,472,000Deconsolidation of affiliate


-



(96,811
)Net cash flows provided by (used in) investing activities


977,117



5,320,169Cash flows from financing activities:Escrow proceeds returned for dissenter shares


19,791



-Payments on note payable – indemnification escrow


(1,000,000
)


-Payments on note payable – related party


(250,000
)


(285,645
)Payments on merger costs


-



(540,254
)Payments on capital lease obligation


-



(5,481
)Payments on mortgage long-term liability


-



(14,571
)Net cash flows used in financing activities


(1,230,209
)


(845,951
)Net increase (decrease) in cash and cash equivalents


(277,488
)


3,700,384Effect of exchange rate changes in cash


7,652



13,741Cash and cash equivalents – beginning of period


1,903,229



120,493Cash and cash equivalents – end of period

$
1,633,393


$
3,834,618Cash paid for interest

$
80,390


$
66,933Non-cash investing and financing transactions:Note payable – related party acquired in merger

$
-


$
1,000,000Short-term note payable – indemnification escrow and restricted cash acquired in merger

$
-


$
1,000,000Reduction in line of credit via merger transaction

$
-


$
1,000,000Dissenter accrual acquired in merger transaction

$
-


$
364,000




See notes to consolidated financial statements.


5




Sajan, Inc. and Subsidiaries




Notes to Condensed Consolidated Financial Statements


(Unaudited)




1.         Nature of Business and Summary of Significant Accounting Policies





Nature of Business / Basis of Presentation





Sajan, Inc. (the “Company” or “Sajan”) provides language translation and technology solutions to companies located throughout the world, particularly in the technology, consumer products, medical and life sciences, financial services, manufacturing, government, and retail industries that are selling products into global markets.  The Company is located in River Falls, Wisconsin. In 2009, we established Sajan Software Ltd (“Sajan Software”), which is based in Dublin, Ireland. The Ireland facility serves as both a Global Language Service Center and is home to Sajan Software, the producer of Sajan’s technology tools. Sajan India Software Private Limited (“Sajan India”), based in Delhi, India, houses our software development center.  In 2010, we also established a Global Language Service Center in Spain, Sajan Spain S.L. A. (“Sajan Spain”). to serve the European market.  All of these operations are wholly-owned subsidiaries of Sajan.





Sajan, Inc. was originally organized as a Wisconsin corporation in March 1998, reorganized as a Minnesota corporation in October 2001, and reorganized as a Delaware corporation in February 2010 as part of the Merger (as such term is defined in Note 2 to the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q).





Interim Financial Information





The condensed consolidated balance sheet as of December 31, 2010, which has been derived from audited consolidated financial statements, and the unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Operating results for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011 or any other period. The accompanying consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements of the Company, and notes thereto, contained in our 2010 Annual Report on Form 10-K filed with the SEC on March 30, 2011.  The financial information furnished in this report is unaudited and reflects all adjustments which are normal recurring adjustments and, which in the opinion of management, are necessary to fairly present the results of the interim periods presented in order to make the consolidated financial statements not misleading.





Principles of Consolidation





The accompanying consolidated financial statements include the accounts of Sajan, Inc. and its wholly-owned subsidiaries, Sajan Software, Sajan India and Sajan Spain, from the effective date of their acquisition or formation.  All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.


6





Accounts Receivable





The Company extends unsecured credit to customers in the normal course of business. The Company provides an allowance for doubtful accounts when appropriate, the amount of which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions, on an individual customer basis. Normal accounts receivable are due 30 days after issuance of the invoice. Receivables are written off only after all collection attempts have failed, and are based on individual credit evaluation and specific circumstances of the customer. Accounts receivable have been reduced by an allowance for uncollectible accounts of approximately $15,000 at March 31, 2011 and December 31, 2010. Management believes all accounts receivables in excess of the allowance are fully collectible. The Company does not accrue interest on accounts receivable.





Loss Per Common Share





Basic earnings (loss) per share is computed based on the weighted average number of common shares outstanding. Basic per share amounts are computed, generally, by dividing net income (loss) by the weighted average number of common shares outstanding.




Diluted earnings (loss) per share is computed based on the weighted average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive shares of common stock include unexercised stock options and warrants. Diluted per share amounts assume the conversion, exercise or issuance of all potential common stock instruments unless their effect is anti-dilutive, thereby reducing the loss or increasing the income per common share. In calculating diluted weighted average shares and per share amounts, stock options and warrants with exercise prices below average market prices, for the respective fiscal years in which they were dilutive, are considered to be outstanding using the treasury stock method. The treasury stock method requires the calculation of the number of additional shares by assuming the outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the year.  In the event that the Company is in a net loss situation, all options and warrants outstanding are excluded from the diluted weighted average share outstanding calculation as the effect of these options is anti-dilutive.




For the three months ended March 31, 2011 and 2010, we excluded options to purchase 1,166,646 and 1,124,730 shares and warrants to purchase 557,195 and 700,400 shares from the diluted weighted average share outstanding calculation because the Company had a net loss in both years and inclusion of these shares would have been anti-dilutive





A reconciliation of the basic and diluted loss per share is as follows:




Three months ended March 31,2011


2010Numerator:Net loss

$
(60,345
)

$
(1,495,209
)Denominator:Weighted average common shares outstanding - basic and diluted


16,009,331



11,912,631Loss per common share - basic and diluted

$
(0.00
)

$
(0.13
)





Capitalized Software Development Costs





Sajan capitalizes software development costs incurred during the application development stage related to new software or major enhancements to the functionality of existing software that is developed solely to meet the entity’s internal operational needs and when no substantive plans exist or are being developed to market the software externally. Costs capitalized include external direct costs of materials and services and internal payroll and payroll-related costs. Any costs during the preliminary project stage or related to training or maintenance are expensed as incurred. Capitalization ceases when the software project is substantially complete and ready for its intended use. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life.





When the projects are ready for their intended use, the Company amortizes such costs over their estimated useful lives of three years. Capitalized software amortization expense for the three months ended March 31, 2011 and 2010 was $103,241 and $134,661, respectively.   Estimated amortization expense for capitalized software costs are expected to be approximately $230,000 for the remainder of 2011 and $130,000 for the year ending December 31, 2012.


7





Capitalized software development costs consist of the following as of:




March 31, 2011


December 31, 2010Capitalized software development costs

$
2,564,842



2,565,172Less accumulated amortization


(2,207,309
)


(2,104,2471
)Total capitalized software development costs, net

$
357,533



460,931





Stock-Based Compensation





The Company measures and recognizes compensation expense for all stock-based compensation at fair value. The Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term.  For the three months ended March 31, 2011 and 2010, total stock-based compensation expense was approximately $53,000 ($0.00 per share) and $371,000 ($0.03 per share), respectively.  As of March 31, 2011, there was approximately $463,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Company’s 2004 Long-Term Incentive Plan. That cost is expected to be recognized over a weighted-average period of four years. This is an estimate based on options currently outstanding, and therefore this projected expense could be more in the future.





The Company’s determination of fair value of share-based compensation awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of variables. These variables include, but are not limited to; the Company’s expected stock price volatility, and actual and projected stock option exercises and forfeitures. An option’s expected term is the estimated period between the grant date and the exercise date of the option. As the expected term increases, the fair value of the option and the compensation cost will also increase. The expected-term assumption is generally calculated using historical stock option exercise data; however the Company does not have historical exercise data to develop such an assumption. As a result, the Company determined the expected term assumption using the simplified expected-term calculation as provided in SEC Staff Accounting Bulletin 107.





The Company calculates expected volatility for stock options and awards using its own stock price. Management expects and estimates substantially all director and employee stock options will vest, and therefore the forfeiture rate used is zero.  The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of grant.




In determining the compensation cost of the options granted during 2011 and 2010, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model, and the weighted average assumptions used in these calculations are summarized as follows:




Three months ended March 31,2011


2010Risk-free interest rate


2.8
%


1.5
%Expected life of options granted

7 Yrs.


5.4 Yrs.Expected volatility range


59.0
%


63.2
%Expected dividend yield


-



-





Using the Black-Scholes option pricing model, management has determined that the options issued have a weighted-average grant date fair value for the three months ended March 31, 2011 and 2010 of $0.68 per share and $ 0.80 per share, respectively.


8





Revenue Recognition





The Company derives revenues primarily from language translation services, subscription hosting services, professional services or a combination thereof. The Company has two primary services models, each of which is described below.




Technology Enabled Service Model




In our Technology Enabled Service Model, the Company provides all of the customer’s language translation requirements. Services within the Technology Enabled Service Model include: language translation, account management, graphic design services, technical, consulting and professional services.  Language translation services are generally billed on a “per word” basis and other services are billed on a per hour rate basis.




In accordance with Financial Accounting Standard Board (“FASB”) and SEC accounting guidance on revenue recognition, the Company considers revenue earned and realizable at the time services are performed and amounts are earned. Sajan considers amounts to be earned when (1) persuasive evidence of an arrangement has been obtained; (2) services are delivered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of those fees. The Company recognizes revenue for translations managed on a standard “per word” basis at the time the translation is completed. The Company recognizes revenue for professional services when the services have been completed in accordance with the statement of work.




Managed Service Model




The Managed Service Model has five elements: language translation services, software license fees, post-contract customer support, transaction fees, and professional services. We recognize revenue as earned through transaction fees delivered through the Application Service Provider (ASP) and associated fees for professional services including, implementation, training, and project management provided to customers with installed systems.




For ASP and other hosting arrangements, the Company evaluates whether the customer has the contractual right to take possession of the software at any time during the hosting period without significant penalty and whether the customer can feasibly maintain the software on the customer’s hardware or enter into another arrangement with a third party to host the software. If we determine that the customer has the contractual right to take possession of our software at any time during the hosting period without significant penalty and can feasibly maintain the software on the customer’s hardware or enter into another arrangement with a third party to host the software, we recognize the license, professional services and hosting services revenues. For ASP and other hosting arrangements that do not meet the criteria for recognition, the Company accounts for the elements considering the multiple element arrangements using all applicable facts and circumstances, including whether (i) the element has stand-alone value, (ii) there is a general right of return and (iii) the revenue is contingent on delivery of other elements. The Company allocates revenue to each element of the arrangement that qualifies for treatment as a separate element based on vendor-specific objective evidence (“VSOE”), and if VSOE is not available, third party evidence, and if third party evidence is unavailable, estimated selling price. For professional services associated with ASP and hosting arrangements the Company determines do not have stand-alone value to the customer or are contingent on delivery of other elements, the Company recognizes the services revenue ratably over the term of the applicable agreement.




The Company bills service fees either on a time and materials basis or on a fixed-price schedule. In general, the Company’s consulting services are not essential to the functionality of the software. The Company’s software products are fully functional upon delivery and implementation and generally do not require any significant modification or alteration for customer use. Customers purchase the Company’s consulting services to facilitate the adoption of the Company’s technology and may dedicate personnel to participate in the services being performed, but may also decide to use their own resources or appoint other professional service organizations to provide these services. Software products are billed separately from professional services. The Company recognizes revenue from consulting services as services are performed.




In addition, the Company may periodically license to customers certain software which would enable the customer to more efficiently manage and monitor the translation process.  In these situations, the Company would receive (1) license fees, and (2) fees for post-contract customer support (maintenance).


9




The Company recognizes revenue from license fees, based on VSOE when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is probable at the time the software application is shipped to the client.




The Company’s customers typically purchase maintenance annually.  Maintenance prices are based on a percentage of the product license fee. Customers purchasing maintenance receive product upgrades, Web-based technical support and telephone hot-line support. Unspecified product upgrades are not provided without the purchase of maintenance. The Company typically has not granted specific upgrade rights in its license agreements. Specified undelivered elements are allocated a relative fair value amount within a license agreement and the revenue allocated for these elements is deferred until delivery occurs.




Other




Sajan’s agreements with its customers may informally provide the customer with a limited time period following delivery during which the Company will attempt to address any non-conformity to previously agreed upon objective specifications relating to the work. Revenue is recognized as services are delivered in accordance with the terms of the agreement with the customer, are not contingent, and are earned.




Revenues recognized in excess of billings are recorded as unbilled services. Billings in excess of revenues recognized are recorded as deferred revenues until revenue recognition criteria are met.




Cost of Revenues





Cost of revenues consists primarily of expenses incurred for translation services provided by third parties as well as salaries and associated employee benefits for personnel related to client projects. Cost of revenues excludes depreciation and amortization which is presented separately as a component of operating expenses.





Foreign Currency Translation





For operations in local currency environments, assets and liabilities are translated at year-end exchange rates with cumulative translation adjustments included as a component of shareholders’ equity and income and expense items are translated at average foreign exchange rates prevailing during the year. For operations in which the U.S. dollar is not considered the functional currency, certain financial statements amounts are re-measured at historical exchange rates, with all other asset and liability amounts translated at year-end exchange rates. These re-measured adjustments are reflected in the results of operations. Gains and losses from foreign currency transactions are included in the Consolidated Statements of Operations.




Income Tax





Current income taxes are recorded based on statutory obligations for the current operating period for the various countries in which the Company has operations.





Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.





Use of Estimates





The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


10





Reclassifications





Certain expense accounts for the three months ended March 31, 2010 have been reclassified to conform with the current year presentation.  These reclassifications had no effect on net loss or stockholders’ equity.





2.         Reverse Merger Transaction





Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated January 8, 2010, by and among MathStar, Inc., a Delaware corporation, and Sajan, Inc. a privately held Minnesota corporation whose business is providing language translation technology and service; Garuda Acquisition, LLC, a wholly-owned subsidiary of MathStar, (“Garuda”)  now known as Sajan, LLC; and Thomas Magne, solely in his capacity as agent for the holders of common stock of Sajan, Inc., Sajan, Inc. was merged with and into Garuda Acquisition, LLC, (the “Merger”).   Garuda was the surviving entity in the Merger and subsequently changed its name to Sajan, LLC. As a result of the Merger, Sajan became a wholly-owned subsidiary of MathStar. MathStar continued the business of Sajan and operates as a provider of language translation technology and service under the Sajan name. The Merger was closed and effective on February 23, 2010.




MathStar paid $6,100,000 in cash, of which $5,100,000 was paid to existing stockholders of Sajan at closing and the remaining $1 million was paid to pre-Merger Sajan stockholders in March 2011.  As a result of the Merger, Sajan’s 5,573,742 shares of common stock were exchanged for 6,827,734 shares of MathStar common stock, or an exchange of 1 Sajan common share for 1.225 MathStar common shares. Options to purchase Sajan common stock issued under Sajan’s 2001 Stock Option Plan and certain non-plan options and warrants were converted into options and warrants to purchase MathStar common stock and remained outstanding as options and warrants to purchase shares of MathStar common stock.  Immediately after the closing of the Merger, the former stockholders of Sajan, Inc. owned approximately 43% of the outstanding shares of MathStar common stock. At the time of Merger, 112,500 shares, valued at $364,000 per management’s determination of fair value at the time of the Merger, were recorded for dissenter shares.  (See Note 9)





For accounting purposes, Sajan is treated as the continuing reporting entity that acquired MathStar because Sajan obtained effective control of MathStar as a result of the Merger. This determination was based on the following facts: Sajan stockholders have a large minority interest in the combined entity, the governing board consists of a majority of Sajan board members, and the composition of the senior management is Sajan’s management team. Under this method of accounting, the recognition and measurement provisions of the accounting guidance for business combinations do not apply and, therefore, there is no recognition of goodwill or other intangible assets. Instead, the acquisition has been treated as the equivalent of Sajan issuing stock for the net monetary assets of MathStar, primarily cash, which are stated at their carrying value.




At the time of the Merger, the following amounts were allocated from MathStar’s net monetary assets and liabilities to Sajan:





Cash and cash equivalents

$
5,472,000Restricted cash


1,000,000Prepaid expenses and other assets


22,000Accounts payable and accrued liabilities


(652,000
)Notes payable – related party


(1,000,000
)Net monetary assets

$
4,842,000





Cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable: The tangible assets and liabilities were valued at their respective carrying amounts by MathStar, except for adjustments to accrued lease obligations, necessary to state such amounts at their estimated fair values at the effective date of the Merger.





Accrued liabilities:  Sajan retains the accrued lease obligations under MathStar’s non-cancellable operating leases, pursuant to which total rent payments are projected to be $257,000 for the year ending December 31, 2011.




11





Merger transaction costs: In connection with the Merger, MathStar incurred transaction costs of $543,000, including financial advisory, legal, accounting and due diligence costs, which were recorded as Merger transaction expenses on the consolidated statement of operations for the year ended December 31, 2009.  Sajan allocated approximately $540,000 of Merger-related costs which were allocated to additional paid-in capital for the three months ended March 31, 2010.





3.         Concentrations of Credit Risk





Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable.





Cash Concentration – Cash and cash equivalents include all highly liquid investment assets with a maturity of ninety days or less at the time of purchase. The Company places its cash at financial institutions with balances that, at times, may exceed federally insured limits. The Company evaluates the creditworthiness of these financial institutions in determining the risk associated with these deposits. The Company has not experienced any losses on such accounts.





Accounts receivable concentration –Concentrations of credit risk with respect to trade accounts receivable are limited due to the dispersion of customers across different industries and geographic regions.  As of March 31, 2011, one customer accounted for 15% of the accounts receivable and as of December 31, 2010, one customer accounted for approximately 36% of accounts receivable.





4.         Segment Information and Major Customers





The Company views its operations and manages its business as one reportable segment, providing language translation solutions to a variety of companies, primarily in its targeted vertical markets.  Factors used to identify the Company’s single operating segment include the financial information available for evaluation by the chief operating decision maker in making decisions about how to allocate resources and assess performance.  The Company markets its products and services through its headquarters in the United States and its wholly-owned subsidiaries operating in Ireland, Spain and India.





Net sales per geographic region, based on the billing location of end customer, are summarized below.  For comparative purposes, we have omitted rental and other revenue of $0 and $15,500 for the three months ended March 31, 2011 and 2010, respectively related to activities that were discontinued at the time of the Merger.




Three months ended March 31,2011


2010Sales


Percent


Sales


PercentUnited States

$
4,093,000



79
%

$
2,681,000



77
%International


1,121,000



21
%


444,000



23
%Total Sales

$
5,214,000



100
%

$
3,125,000



100
%





No customers accounted for more than 10% of net revenues for the three months ended March 31, 2011 and 2010 respectively.




No individual foreign country accounted for 10% of consolidated revenue in any period presented.


12





5.         Related Party Transactions





Note Payable





Notes payable and accrued interest to related parties was approximately $756,000 and $1,068,000 at March 31, 2011 and December 31, 2010, respectively, related to a note payable to officers and stockholders of the Company, Shannon and Angela Zimmerman.   On February 23, 2010, the Company issued a Promissory Note to Shannon and Angela Zimmerman as part of the Merger consideration.  The Promissory Note documents the Company’s obligation to pay $1 million of the pro rata amount of the cash Merger consideration to the Zimmermans. The Promissory Note had a term of one year and provided for an interest rate of 8% per year to be accrued until payment of the Promissory Note.   Upon the occurrence of an “event of default,” as defined in the Promissory Note, and at any time thereafter, the unpaid principal balance, plus accrued interest, plus all other amounts due under the Promissory Note will, at the option of the Zimmermans, be immediately due and payable, without notice or demand. The obligations of the Company under the Promissory Note are unsecured.





On February 22, 2011, the Promissory Note was amended.  The amendment called for the payment of $250,000 of the principle amount immediately together with all accrued interest, but extended the due date on the remaining $750,000 principle amount of the Promissory Note to August 23, 2012.  The other terms of the Promissory Note remain the same.




Accrued interest at March 31, 2011 was approximately $6,000.




Lease





Sajan leases its office space, under two non-cancelable operating leases, from River Valley Business Center, LLC (River Valley), a limited liability company that is owned by Shannon Zimmerman and Angela Zimmerman, each of whom is an executive officer and director of the Company and beneficial owners of the Company’s outstanding voting common stock. The lease terms expire on January 31, 2017. These lease agreements require the Company to pay a minimum monthly rental plus certain operating expenses. Related party rental income and expense for the office leases of approximately $0 and $51,400 has been eliminated from the consolidated financial statements for the three months ended March 31, 2011 and 2010, respectively.  Payment of rent under these leases is secured by goods, chattels, fixtures and personal property of the Company.





6.         Other Accrued Liabilities





Other accrued liabilities of the following at:





March 31,

2011


December

31, 2010Legal and professional services

$
114,297


$
20,328Professional translator services


616,766



551,586Accrued lease obligations


135,673



213,029Other


75,296



47,100Total

$
942,032


$
832,043





7.         Options and Warrants





Amended and Restated 2004 Long-Term Incentive Plan





As a result of the Merger, Sajan adopted the Mathstar Amended and Restated 2004 Long-Term Incentive Plan (the “Plan”).  Over the past several years, shareholders had approved various modifications to the plan so that at the time of the Merger, 1,200,000 shares of the Company's common stock were reserved for the issuance of restricted stock and incentive and nonqualified stock options to directors, officers and employees of and advisors to the Company at exercise prices as determined by the Board of Directors on the dates of grants.  Subsequent to the Merger, on June 10, 2010, the stockholders of Sajan approved an amendment to increase the number of shares reserved for issuance by 1.0 million shares.  The total number of shares reserved under the Plan as of March 31, 2011 is 2,200,000.




Upon completion of the Merger, Sajan converted the options outstanding in their 2001 Stock Option Plan into 1.225 options of MathStar common stock.


13




On March 31, 2011, 1,166,646 options in the Plan were outstanding with a weighted average exercise price of $1.75 per share.





8.         Income Taxes





Our deferred income tax assets and liabilities are recognized for the differences between the financial statement and income tax reporting basis of assets and liabilities based on currently enacted rates and laws.  These differences include depreciation, net operating loss carryforwards, capital loss carryforwards, allowance for accounts receivable, stock options and warrants, prepaid expenses, unrealized loss on securities, capitalized software costs, cash  to accrual  conversion, and accrued liabilities.  Our current deferred tax asset as of March 31, 2011 and December 31, 2010, was approximately $866,000.   Our current deferred tax liability as of March 31, 2011 and December 31, 2010 was $812,000.





The cumulative net operating loss available to offset future income for federal and state reporting purposes was approximately $32.2 million and $9.0 million, respectively as of March 31, 2011.  Available research and development credit carryforwards at March 31, 2011, were $.7 million.  The difference between the amount of net operating loss carryforward available for federal and state purposes is due to the fact that a substantial portion of the operating losses were generated in states in which the Company does not have ongoing operations.  No deferred taxes have been provided for these losses. The Company's federal and state net operating loss carryforwards expire in various calendar years from 2015 through 2030 and the tax credit carryforwards expire in calendar years 2020 through 2028.




In connection with the Merger, the Company acquired $10.7 million of net deferred tax assets which included $9.8 million in federal net operating loss carryforwards, $0.2 million in state net operating loss carryforwards and $0.7 million of federal tax credit carryforwards.  The acquired net deferred tax assets have a full valuation allowance to fully reserve against those deferred tax assets as the Company believes it is more likely than not that it will be unable to fully utilize the acquired deferred tax benefits.




Future utilization of available net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) as a result of significant changes in ownership. These limitations could result in reduction of these net operating loss carryforwards before they are utilized. Based upon the provisions of Section 382 of the Code, as of March 31, 2011 approximately $2.2 million of net operating loss carryforwards are limited as to future use.  The amount of these losses which are available in any one year is approximately $0.6 million.  No limitations exist on the remaining $30.0 million of federal loss carryforwards.





In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that a portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generations of future taxable income in the periods in which those temporary differences become deductible.  Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.   As such, the Company has recorded a valuation allowance to offset a portion of its deferred taxes.  The valuation allowance was $12.3 million as of March 31, 2011 and December 31, 2010.




We file a consolidated U.S. federal tax return.  As a result of the adoption of ASC 740 – Income Taxes, effective October 1, 2007, we applied the requirements of ASC 740 to all tax positions for which the statute of limitations remained open.  ASC 740 was issued to address the non-comparability in reporting tax assets and liabilities resulting from a lack of specific guidance in prior standards on consistent recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  ASC 740 also provides related guidance on derecognition, classification, interest and penalties, accounting interim periods, disclosures and transition.  To the extent interest and penalties would be assessed by taxing authorities on any underpayment of income taxes, such amounts would be accrued and classified as a component of income tax expenses on the consolidated statement of operations.


14





9.           Legal Proceedings





The Company expenses legal costs as incurred.  In the ordinary course of business, the Company is subject to legal actions, proceedings and claims. As of the date of this report management is not aware of any undisclosed actual or threatened litigation that would have a material adverse effect on the Company’s financial condition or results of operations.





Litigation by Sajan, Inc. Stockholder (Natzel)





On February 11, 2010, Mary Jo Natzel, a stockholder of Sajan, Inc., initiated a lawsuit against Shannon Zimmerman and Angel Zimmerman (the “Zimmermans”) and Sajan, Inc. in the Minnesota District Court, Hennepin County, Fourth Judicial District. Ms. Natzel sought declaratory, injunctive and monetary relief in an amount in excess of $50,000 against Sajan, Inc. and the Zimmermans in connection with the alleged underpayment to Ms. Natzel of distributions made by Sajan, Inc. while it was a corporation taxed under Subchapter S of the Internal Revenue Code and representations by the Zimmermans with respect to the amount of money invested in Sajan, Inc.  On April 29, 2011, the parties resolved their dispute on mutually acceptable terms pursuant to a confidential settlement agreement.




Mary Jo Natzel did not participate in the Merger in February 2010, and instead chose to dissent from the corporate action pursuant to Minnesota Statutes. On May 13, 2010, Sajan, Inc. tendered a check to Ms. Natzel in the amount of $366,942 in payment of the fair value of the shares tendered. On June 8, 2010, Sajan, Inc. received a letter which asserted that the fair value of Natzel’s shares was $495,372.  Sajan, Inc. disputes the value claimed, and on November 1, 2010 filed a petition requesting the court to determine the fair value of the shares. The parties are proceeding with discovery which is scheduled to be completed by June 24, 2011.  Sajan, Inc. believes the Merger consideration was fair to all shareholders and will seek to have the Court declare that Natzel’s shares are worth no more than the $366,942 tendered to her.


15


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.





Forward-Looking Statements





This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 (“  Securities Exchange Act ”).   Forward-looking statements reflect the current view about future events.   When used in this Quarterly Report on Form 10-Q the words “anticipate,” “will,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” and similar expressions or the negative of these terms, as they relate to Sajan, Inc. (the “Company” or “Sajan”), its subsidiaries or its management, identify forward-looking statements.   Our forward-looking statements in this report generally relate to: (i) our intent to invest in growth initiatives; (ii) the timeframe within which we expect to generate positive cash flow from operations; and (iii) our beliefs regarding the adequacy of our capital resources.





Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements.   Such statements reflect the current view of our management with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Company’s industry, its operations and results of operations, and any businesses that may be acquired by it.  These factors include:





·
our rate of growth in the global multi-lingual content delivery industry, especially for software-as-a-service solutions within this industry;




·
changes in the utilization of our software and services by our customers;




·
lack of acceptance of any existing or new solutions we offer;




·
our ability to continue increasing the number of our customers or the revenues we derive from our recurring revenue customers;




·
continued economic weakness and constrained globalization spending by businesses operating in international markets;




·
our ability to effectively develop new solutions that compete effectively with the solutions that our current and future competitors offer;




·
risk of increased regulation of the Internet and business conducted via the Internet;




·
our ability to anticipate and avoid interruptions or failures in information technology and communications provided by us or third parties, or other errors in services that could damage our reputation and business;




·
our ability to identify attractive acquisition opportunities, successfully negotiate acquisition terms and effectively integrate any acquired companies or businesses;




·
our ability to effectively manage our growth;




·
availability of capital on acceptable terms to finance our continued growth;




·
risks of conducting international commerce, including foreign currency exchange rate fluctuations, changes in government policies or regulations, longer payment cycles, trade restrictions, economic or political instability in foreign countries where we may increase our business and reduced protection of our intellectual property;




·
our ability to add sales and marketing, research and development or other key personnel who are able to successfully sell or develop our solutions;


16





·
our ability to operate as a public company and comply with applicable disclosure and other requirements and to hire additional personnel with public company compliance experience; and





·
other risk factors included under “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 30, 2011 .





Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Although our management believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Sajan does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the financial statements and the related notes and the pro forma financial information included in our Annual Report Form on 10-K filed with the SEC on March 30, 2011.





General Overview





Sajan, Inc. provides language translation solutions to customers selling products into global markets or those customers otherwise requiring accurate language translation of many varieties of content.  Sajan also offers its customers a robust Translation Management System (TMS) technology which is cloud-based to deliver business process automation, cost reduction and improve the quality of translated content.  These customers use our solutions to translate product manuals, instructions, warnings, and other product information into numerous languages. We combine our internally developed proprietary technology and high quality translation services to provide language translation solutions that are fast, reliable, and user-friendly. By utilizing an integrated technology and a service-based approach to language translation, we offer a comprehensive solution that allow customers to rely upon a single provider to meet all of their language translation needs. For those customers requiring use of multiple service vendors, Sajan offers a complete Managed Service solution which provides the required flexibility, yet delivers the technology advantages.  The overall solution can be described as modular and highly scalable, it extends from small workgroup environments to large enterprises.





We offer our customers the ability to utilize our solutions under two different models:





·
Technology Enabled Service Model: we provide all of the customer’s language translation requirements, and;





·
Managed Service Model: customers use our technology and operations staff to manage translators or other language service vendors.





Our solutions are used to manage the end-to-end process of content globalization, which is the project, process and delivery management of content translated and localized into multiple languages across the enterprise. Content is localized across the enterprise for a wide variety of high value-added purposes and uses, most notably, product sales and marketing, packaging, user manuals, technical support and training, as well as internal requirements.





Merger Transaction





On February 23, 2010, pursuant to the Merger Agreement, by and among MathStar, a Delaware corporation, and Sajan, a privately held Minnesota corporation whose business was providing language translation technology and service, Garuda, a wholly-owned subsidiary of MathStar, and Thomas Magne, solely in his capacity as agent for the holders of common stock of pre-Merger Sajan, pre-Merger Sajan was merged with and into Garuda.  Garuda was the surviving entity in the Merger and subsequently changed its name to Sajan, LLC.  As a result of the Merger, pre-Merger Sajan became a wholly-owned subsidiary of MathStar. MathStar then changed its name to “Sajan, Inc.” and continues the language translation technology and service business of pre-Merger Sajan.   For accounting purposes, pre-Merger Sajan is treated as the continuing reporting entity that acquired MathStar because pre-Merger Sajan obtained effective control of MathStar as a result of the Merger.  This transaction is referred to throughout this report as the “Merger” and, unless otherwise indicated, we refer to the surviving public company following the Merger as “Sajan,” “Sajan, Inc.,” “we,” “us,” “our” or the “Company” and to MathStar prior to the Merger as “MathStar.”


17





In 2009, we established Sajan Software Ltd (“Sajan Software”), which is based in Dublin, Ireland. The Ireland facility serves as both a Global Language Service Center and is home to Sajan Software Ltd, the producer of Sajan’s technology tools. Sajan India Software Private Limited (“Sajan – India”), based in Delhi, India, houses our development center at which we conduct substantially all of our software development activities. In 2010, we also established a Global Language Service Center in Spain, Sajan Spain S.L., to serve the European market.  All of these operations are wholly-owned subsidiaries of Sajan.





Discussion of Critical Accounting Policies and Estimates





Discussion of the financial condition and results of our operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and judgments. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The results of our analysis form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and the impact of such differences may be material to the consolidated financial statements.




Our critical accounting policies are identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 in Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading “Discussion of Critical Accounting Policies and Estimates.” There were no significant changes to our critical accounting policies during the three months ended March 31, 2011.




Results of Operations - Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010





For the three months ended March 31, 2011, net loss was $60,000, compared to net loss of $1.50 million for the three months ended March 31, 2010. Operating results for the quarter reflect increased revenues and cost of revenues from additional translation services which resulted in an increase in gross profit of $.759 million.  In addition, operating expenses decreased by $.694 million.  The decrease in operating expenses was primarily due to a decrease in sales and marketing costs, which resulted from the implementation of a new commission system; a decrease in research and development costs, which resulted from lower stock-based compensation expenses; and a decrease in general and administrative expenses, which resulted from lower professional fees and other costs related to the Merger in 2010 and lower external costs associated with improving the internal processes and controls.


Three Months


% ChangeItem

3/31/2011


3/31/2010


(Year Over Year)Revenues

$
5,213,660


$
3,140,202



66.0
%Operating Expenses:Cost of Revenues


3,045,993



1,761,503



74.6
%Sales and Marketing


599,868



810,944



(26.0
)%Research and Development


419,553



568,586



(26.2
)%General and Administrative


1,012,312



1,249,776



(19.0
)%Depreciation and Amortization


195,427



244,956Other Income (Expense):


852



(62,665
)


(101.4
)%Income tax benefit






62,311



(100.0
)%Net loss

$
(60,345
)

$
(1,495,209
)


(93.9
)%


18





The major components of revenues, cost of revenue, operating expenses and other income (expense) are discussed below.





Revenues





Revenues totaled $5.2 million for the three months ended March 31, 2011 compared to $3.1 million for the three months ended March 31, 2010. This $2.1 million or 66.0% increase resulted from an increase in the number of customers and the growth of business with existing customers.





Cost of Revenues





Cost of revenues increased $1.3 million, or 74.6% for the three months ended March 31, 2011 compared to the three months ended March 31, 2010.   As a percentage of revenue, cost of revenues was 58.0% for the three months ended March 31, 2011 compared to 56.1% for the same interim period in 2010. The increase in dollar terms resulted from additional costs of approximately $1.2 million to process the translation of additional words, as well as additional costs of approximately $94,000 associated with an increase in the operations staff in River Falls and Ireland.  The cost of revenues as a percentage of revenue increased as a result of a shift in the mix of business between customers, a shift in the mix of languages translated and the addition of new customers that required incremental implementation costs.


Cost of revenue excludes depreciation and amortization of $.2 million and $.25 million for the three months ended March 31, 2011 and March 31, 2010, respectively, which are included in operating expenses.





Operating Expenses





Total operating costs for the three months ended March 31, 2011 were approximately $2.2 million compared to $2.9 million for the three months ended March 31, 2010. For the three months ended March 31, 2011, the major components of these costs were sales and marketing, research and development, general and administrative expenses and depreciation and amortization expense. A discussion of the various components of our operating costs for the three months ended March 31, 2011 and 2010 appears below:





Sales and Marketing. Sales and marketing expense of approximately $.6 million for the three months ended March 31, 2011 decreased 26% from sales and marketing expense of approximately $.8 million for the three months ended March 31, 2010. The decrease in our expenses between the interim periods is the result of a $113,000 decrease in compensation expense related to the restructuring of our internal commission program and a reduction of $98,000 in other compensation expenses, including stock based compensation.  As a percentage of revenue, sales and marketing expense was approximately 12% for the three months ended March 31, 2011, a decrease from approximately 26% for the same interim period in 2010, reflecting the economies of scale that resulted from an increase in revenues and the realignment of the commission structure.





Research and Development.  Research and development expense of approximately $.42 million decreased by $.15 million, or 26%, for the three months ended March 31, 2011, compared to research and development expense of $.57 million for the three months ended March 31, 2010.  The decrease for the three months ended March 31, 2011 resulted primarily from a reduction in stock based compensation costs of approximately $200,000 that were incurred as a result of the Merger transaction that was completed in the first quarter of 2010.  This decrease in costs was offset in part by lower capitalized software costs in the quarter ended March 31, 2011 and normal annual staff compensation increases.  As a percentage of revenue, research and development expense decreased to 8% for the three months ended March 31, 2011 as compared to 18.1% for the three months ended March 31, 2010.





General and Administrative.  General and administrative expense was $1.0 million and $1.3 million for the three months ended March 31, 2011 and 2010, respectively, a decrease of approximately $.3 million, or 23%.  As a percentage of revenue, general and administrative expense was 22.9% for the three months ended March 31, 2011 as compared with 39.8% for the three months ended March 31, 2010.  The decrease in dollar terms reflects an approximately $75,000 decrease in stock based compensation expense and a $336,000 decrease in professional fees, which were higher in 2010 due to the Merger transaction that was completed in the first quarter of that year. These reductions were offset by higher compensation expenses of approximately $45,000, related to normal salary adjustments and to the hiring of a CFO in August 2010, higher rent expense of $50,000, and higher occupancy costs for our Ireland, India and Spain offices of approximately $25,000.  In addition, costs to resolve our legal dispute are included in General and Administrative expenses in the quarter ended March 31, 2011.


19





Depreciation and Amortization.  Depreciation and amortization expense was $.2 million and $.25 million for the three months ended March 31, 2011 and 2010, respectively, a decrease of approximately $50,000.  As a percentage of revenue, depreciation and amortization expense was 3.7% for the three months ended March 31, 2011 as compared to 7.8% for the three months ended March 31, 2010.





Other Income (Expense).  Interest expense for three months ended March 31, 2011 was approximately $18,000, a $46,000 decrease compared to the three months ended March 31, 2010, which resulted from elimination of the mortgage interest expense that related to the buildings owned by River Valley Business Center, LLC and leased by Sajan.  The interest expense was discontinued as a result of the deconsolidation of River Valley on February 23, 2010.  Interest and other income for the three months ended March 31, 2011 was approximately $4,000 compared to $2,000 for the three months ended March 31, 2010.  The increase in interest income resulted from increased cash and cash equivalents.





Income Tax Benefit





Income tax benefit for the three months ended March 31, 2011 was zero compared to income tax benefit of $.06 million for the three months ended March 31, 2010.





Liquidity and Capital Resources





Summary cash flow data is as follows:





Three months ended March 31,2011


2010Cash flows provided (used) by :Operating activities

$
(24,396
)

$
(773,834
)Investing activities


977,117



5,320,169Financing activities


(1,230,209
)


(845,951
)Net increase (decrease) in cash


(277,488
)


3,700,384Effect of exchange rate changes in cash


7,652



13,741Cash and equivalents, beginning of period


1,903,229



120,493Cash and equivalents, end of period

$
1,633,393


$
3,834,618





Net Cash Used in Operating Activities





Net cash used in operating activities for the three months ended March 31, 2011was $.02 million, which resulted primarily from our $.1 million net loss from operations and increases in certain current assets and current liabilities, offset by amortization, depreciation, and stock based compensation expense.  Net cash of $.8 million was used by operating activities for the three months ended March 31, 2010, which resulted primarily from our $1.5 million loss from operations, offset by decreases in certain current assets and current liabilities, as well as by amortization, depreciation, and stock based compensation expense.





Net Cash Provided by Investing Activities





Net cash of $1.0 million provided by investing activities for the three months ended March 31, 2011 related to the release of restricted cash offset by the purchase of property and equipment.  Net cash of $5.3 million provided in investing activities for the three months ended March 31, 2010 related primarily to cash acquired in the Merger transaction.


20





Net Cash Used in Financing Activities





Net cash of $1.2 million used in financing activities for the three months ended March 31, 2011 primarily related to payments of a portion of the note payable – related party and payment of the entire note payable - indemnification escrow.  Net cash of $.85 million used in financing activities for the three months ended March 31, 2010 related to payments for merger-related costs and repayment of short -term debt.





Sources of Capital





For the three months ended March 31, 2011 our principal source of liquidity was funds generated from operations and cash and cash equivalents on hand.





Uses of Capital





Sajan’s primary uses of capital resources for the three months ended March 31, 2011 have been to fund operating activities, fund working capital and capital equipment needs and expand business operations internationally.  The Company intends to invest in more aggressive sales and marketing initiatives to further expand revenues and facilitate overall business growth, which may include acquisitions or other strategic initiatives.





We anticipate that we will generate positive cash flow from operations in the next three to six months, but we may require investment capital to fund investments in working capital, investments in our organizational infrastructure for the launch of our business products and, potentially, for acquisitions.





We believe that our cash, cash equivalents and marketable securities and operating cash flows will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months.





We may decide to raise additional funds through public or private financings or borrowings to fund our operations, to develop or enhance products, to fund expansion, to respond to competitive pressures or to acquire complementary products, businesses or technologies. If required, additional financing may not be available on terms that are favorable to us, if at all. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders will be reduced and these securities might have rights, preferences and privileges senior to those of our current stockholders or we may be subject to covenants that restrict how we conduct our business. No assurance can be given that additional financing will be available or that, if available, such financing can be obtained on terms favorable to our stockholders and us.





Off-Balance Sheet Arrangements





The Company had no off-balance sheet arrangements as of March 31, 2011.





Item 3.  Quantitative and Qualitative Disclosures About Market Risk.





Not applicable.





Item 4.  Controls and Procedures.





Evaluation of Disclosure Controls and Procedures





On March 31, 2011, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Exchange Rule 13a-15(e) and 15d-15(e)), and concluded that our disclosure controls and procedures are defined at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.


21





Changes in Internal Control over Financial Reporting





There were no changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that materially affected, or were reasonably likely to materially affect, such controls.





PART II - OTHER INFORMATION





Item 1.  Legal Proceedings.





On February 11, 2010, Mary Jo Natzel, a stockholder of Sajan, Inc., initiated a lawsuit against Shannon Zimmerman and Angel Zimmerman (the “Zimmermans”) and Sajan, Inc. in the Minnesota District Court, Hennepin County, Fourth Judicial District. Ms. Natzel sought declaratory, injunctive and monetary relief in an amount in excess of $50,000 against Sajan, Inc. and the Zimmermans in connection with the alleged underpayment to Ms. Natzel of distributions made by Sajan, Inc. while it was a corporation taxed under Subchapter S of the Internal Revenue Code and representations by the Zimmermans with respect to the amount of money invested in Sajan, Inc.  On April 29, 2011 the parties resolved their dispute on mutually acceptable terms pursuant to a confidential settlement agreement.




Mary Jo Natzel did not participate in the Merger in February, 2010, and instead chose to dissent from the corporate action pursuant to Minnesota Statutes. On May 13, 2010, Sajan, Inc. tendered a check to Ms. Natzel in the amount of $366,942 in payment of the fair value of the shares tendered. On June 8, 2010, Sajan, Inc. received a letter which asserted that the fair value of Natzel’s shares was $495,372.  Sajan, Inc. disputes the value claimed, and on November 1, 2010 filed a petition requesting the court to determine the fair value of the shares. The parties are proceeding with discovery which is scheduled to be completed by June 24, 2011.  Sajan, Inc. believes the Merger consideration was fair to all shareholders and will seek to have the Court declare that Natzel’s shares are worth no more than the $366,942 tendered to her.





A complete summary of the litigation is included in our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 30, 2011.





In addition to the foregoing, we may be subject to legal actions, proceedings and claims in the ordinary course of business.  As of the date of this report management is not aware of any undisclosed actual or threatened litigation that would have a material adverse effect on our financial condition or results of operations.





Item 1A.  Risk Factors.





There have been no material changes to the Company’s Risk Factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC on March 30, 2011, other than the identification of a risk regarding interruption or failure in information technology or other errors in services that could damage our reputation and business.





Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.





None.





Item 3.  Defaults upon Senior Securities.





None.





Item 4.   (Removed and Reserved.)


22





Item 5.  Other Information.





None.





Item 6.  Exhibits.





Exhibit No.

Description2.1

Agreement and Plan of Merger, dated January 8, 2010, among MathStar, Inc., Sajan, Inc., Garuda Acquisition, LLC, and Thomas Magne (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 11, 2010).3.1

Certificate of Incorporation of MathStar, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed by MathStar, Inc. with the SEC on August 3, 2005, Registration No. 333-127164 (“Registration Statement”)).3.2

Certificate of Amendment of the Certificate of Incorporation of MathStar, Inc. filed with the Delaware Secretary of State on May 23, 2008 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2008).3.3

Certificate of Designation of Series A Preferred Stock filed with the Secretary of State of the State of Delaware on February 25, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 25, 2010 filed with the SEC).3.4

Certificate of Ownership and Merger merging Sajan, Inc. into MathStar, Inc. filed with the SEC on March 3, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2010).3.5

Certificate of Amendment to Amended Certificate of Incorporation of Sajan, Inc. filed with the Secretary of State of the State of Delaware on June 15, 2010 (incorporated by reference to Exhibit 3.4 to the Company’s Form 8-A12G/A filed with the SEC on June 23, 2010).3.6

Bylaws of MathStar, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement).4.1

Form of common stock certificate of Sajan, Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-A/A filed with the SEC on June 23, 2010).4.2

Tax Benefit Preservation Plan and Rights Agreement, dated as of February 25, 2010, between MathStar, Inc. and Wells Fargo Shareowner Services, a division of Wells Fargo Bank, National Association, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated February 25, 2010 filed with the SEC).10.1

Amendment, dated February 22, 2011, to Promissory Note dated February 23, 2010 from the registrant to Shannon and Angel Zimmerman (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 24, 2011).31.1

Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a) ( filed herewith).31.2

Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a) ( filed herewith).32.1

Certification of principal executive officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).32.2

Certification of principal financial officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).


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SIGNATURES





Pursuant to the requirements of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Dated: May 11, 2011
Sajan, Inc.By:
/s/ Shannon ZimmermanShannon ZimmermanChief Executive Officer and PresidentBy:
/s/ Timothy ClaytonTimothy ClaytonChief Financial Officer


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