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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2003



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 000-25683



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MARIMBA, INC.

(Exact name of registrant as specified in its charter)



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|Delaware                 |  | 77-0422318                       
|------------------------ |  | ---------------------------------
|(State of incorporation) |  | (IRS Employer Identification No.)



440 Clyde Avenue,
Mountain View, California 94043

(Address of principal executive offices, including ZIP code)



(650) 930-5282

(Registrants telephone number, including area code)



None

(Former name, former address
and former fiscal year, if changed since last report)



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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 such filing requirements for the past 90
days.    Yes  x    No ̈.



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule12b-2 of the Securities Exchange Act of 1934).    Yes ̈No  x.



The number of shares outstanding of the registrants Common Stock as of September 30, 2003 was 25,774,531.



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MARIMBA, INC.



INDEX



|                              |  |                                                                                                                 |  | Page No.
|----------------------------- |  | --------------------------------------------------------------------------------------------------------------- |  | --------
|Part I. Financial Information |  |                                                                                                                
|                              |  |                                                                                                                
|Item 1.                       |  | Financial Statements                                                                                            |  |         
|                              |  |                                                                                                                
|                              |  | Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002                            |  | 2       
|                              |  |                                                                                                                
|                              |  | Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2003 and 2002 |  | 3       
|                              |  |                                                                                                                
|                              |  | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002           |  | 4       
|                              |  |                                                                                                                
|                              |  | Notes to the Condensed Consolidated Financial Statements                                                        |  | 5       
|                              |  |                                                                                                                
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                            |  | 9       
|                              |  |                                                                                                                
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                      |  | 24      
|                              |  |                                                                                                                
|Item 4.                       |  | Controls and Procedures                                                                                         |  | 24      
|                              | 
|Part II. Other Information    |  |                                                                                                                
|                              |  |                                                                                                                
|Item 1.                       |  | Legal Proceedings                                                                                               |  | 25      
|                              |  |                                                                                                                
|Item 2.                       |  | Changes in Securities and Use of Proceeds                                                                       |  | 25      
|                              |  |                                                                                                                
|Item 3.                       |  | Defaults Upon Senior Securities                                                                                 |  | 25      
|                              |  |                                                                                                                
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                             |  | 25      
|                              |  |                                                                                                                
|Item 5.                       |  | Other Information                                                                                               |  | 26      
|                              |  |                                                                                                                
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                                |  | 26      
|                              | 
|Signature                     |  | 27                                                                                                             



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MARIMBA, INC.



CONDENSED
CONSOLIDATED BALANCE SHEETS

(in thousands, except par value data)



|                                                                                                                        |  | September 30, 2003 |         |   | December 31, 2002 |  
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- | - | ----------------- | -
|                                                                                                                        |  | (unaudited)        |         |   | (*)               |  
|ASSETS                                                                                                                  |  |                    |         |   |                   |  
|                                                                                                                        |  |                   
|Current assets:                                                                                                         |  |                    |         |   |                   |  
|Cash and cash equivalents                                                                                               |  | $                  | 24,619  |   |                   | $
|Available-for-sale securities                                                                                           |  |                    | 27,578  |   |                   |  
|Accounts receivable, net of allowances of $574 and $750, respectively                                                   |  |                    | 6,874   |   |                   |  
|Prepaid expenses and other current assets                                                                               |  |                    | 1,263   |   |                   |  
|                                                                                                                        |  |                    |         |   |                   |  
|Total current assets                                                                                                    |  |                    | 60,334  |   |                   |  
|                                                                                                                        |  |                   
|Property and equipment, net                                                                                             |  |                    | 1,745   |   |                   |  
|Acquired technology                                                                                                     |  |                    | 1,280   |   |                   |  
|Other assets                                                                                                            |  |                    | 375     |   |                   |  
|                                                                                                                        |  |                    |         |   |                   |  
|                                                                                                                        |  | $                  | 63,734  |   |                   | $
|                                                                                                                        |  |                    |         |   |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                    |  |                    |         |   |                   |  
|                                                                                                                        |  |                   
|Current liabilities:                                                                                                    |  |                    |         |   |                   |  
|Accounts payable                                                                                                        |  | $                  | 174     |   |                   | $
|Accrued liabilities                                                                                                     |  |                    | 1,019   |   |                   |  
|Accrued compensation                                                                                                    |  |                    | 2,716   |   |                   |  
|Deferred revenue                                                                                                        |  |                    | 8,700   |   |                   |  
|                                                                                                                        |  |                    |         |   |                   |  
|Total current liabilities                                                                                               |  |                    | 12,609  |   |                   |  
|                                                                                                                        |  |                   
|Deferred rent                                                                                                           |  |                    | 253     |   |                   |  
|Deferred revenues non-current                                                                                           |  |                    | 456     |   |                   |  
|                                                                                                                        |  |                    |         |   |                   |  
|Total long-term liabilities                                                                                             |  |                    | 709     |   |                   |  
|                                                                                                                        |  |                   
|Stockholders equity:                                                                                                   |  |                    |         |   |                   |  
|Preferred stock; $.0001 par value, 10,000 shares authorized, no shares designated, issued and outstanding               |  |                    |        |   |                   |  
|Common stock; $.0001 par value, 80,000 shares authorized, 25,775 and 25,201 shares issued and outstanding,
respectively |  |                    | 2       |   |                   |  
|Additional paid-in capital                                                                                              |  |                    | 98,642  |   |                   |  
|Deferred compensation                                                                                                   |  |                    |        |   |                   |  
|Accumulated other comprehensive (loss) income                                                                           |  |                    | (20     | ) |                   |  
|Accumulated deficit                                                                                                     |  |                    | (48,208 | ) |                   |  
|                                                                                                                        |  |                    |         |   |                   |  
|Stockholders equity                                                                                                    |  |                    | 50,416  |   |                   |  
|                                                                                                                        |  |                    |         |   |                   |  
|                                                                                                                        |  | $                  | 63,734  |   |                   | $
|                                                                                                                        |  |                    |         |   |                   |  

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|(*) | The balance sheet at December 31, 2002 has been derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes
required by generally accepted accounting principles for complete financial statements.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



See accompanying notes.



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MARIMBA, INC.



CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)



|                                                                                                          |  | Three Months Ended September 30, |        |      | Nine Months Ended September 30, |       
|--------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------ | ---- | ------------------------------- | ------
|                                                                                                          |  | 2003                             |        | 2002 |                                 |       
|                                                                                                          |  | (unaudited)                      |        |      | (unaudited)                     |       
|Revenues:                                                                                                 |  |                                  |        |      |                                 |       
|License                                                                                                   |  | $                                | 5,284  |      | $                               | 4,202 
|Service                                                                                                   |  |                                  | 4,507  |      |                                 | 4,370 
|                                                                                                          |  |                                  |        |      |                                 |       
|Total revenues                                                                                            |  |                                  | 9,791  |      |                                 | 8,572 
|Cost of revenues:                                                                                         |  |                                  |        |      |                                 |       
|License                                                                                                   |  |                                  | 129    |      |                                 | 270   
|Service                                                                                                   |  |                                  | 1,385  |      |                                 | 1,566 
|                                                                                                          |  |                                  |        |      |                                 |       
|Total cost of revenues                                                                                    |  |                                  | 1,514  |      |                                 | 1,836 
|                                                                                                          |  |                                  |        |      |                                 |       
|Gross profit                                                                                              |  |                                  | 8,277  |      |                                 | 6,736 
|                                                                                                          |  |                                  |        |     
|Operating expenses:                                                                                       |  |                                  |        |      |                                 |       
|Research and development                                                                                  |  |                                  | 2,094  |      |                                 | 1,834 
|Sales and marketing                                                                                       |  |                                  | 4,573  |      |                                 | 5,774 
|General and administrative                                                                                |  |                                  | 1,090  |      |                                 | 1,189 
|Restructuring costs                                                                                       |  |                                  |       |      |                                 | 200   
|Amortization of deferred compensation                                                                     |  |                                  |       |      |                                 | (56   
|                                                                                                          |  |                                  |        |      |                                 |       
|Total operating expenses                                                                                  |  |                                  | 7,757  |      |                                 | 8,941 
|                                                                                                          |  |                                  |        |      |                                 |       
|Income (loss) from operations                                                                             |  |                                  | 520    |      |                                 | (2,205
|Interest income                                                                                           |  |                                  | 214    |      |                                 | 376   
|Other income, net                                                                                         |  |                                  | 7      |      |                                 | 10    
|                                                                                                          |  |                                  |        |      |                                 |       
|Income (loss) before income taxes                                                                         |  |                                  | 741    |      |                                 | (1,819
|Provision for income taxes                                                                                |  |                                  | 18     |      |                                 | 5     
|                                                                                                          |  |                                  |        |      |                                 |       
|Net income (loss)                                                                                         |  | $                                | 723    |      | $                               | (1,824
|                                                                                                          |  |                                  |        |      |                                 |       
|Basic and diluted net income (loss) per share                                                             |  | $                                | 0.03   |      | $                               | (0.07 
|                                                                                                          |  |                                  |        |      |                                 |       
|Weighted-average shares of common stock outstanding used in computing basic net income (loss) per share   |  |                                  | 25,709 |      |                                 | 24,667
|                                                                                                          |  |                                  |        |      |                                 |       
|Weighted-average shares of common stock outstanding used in computing diluted net income (loss) per share |  |                                  | 26,910 |      |                                 | 24,667
|                                                                                                          |  |                                  |        |      |                                 |       



See accompanying notes.



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MARIMBA, INC.



CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                                   |  | Nine Months Ended September 30, |        
|-------------------------------------------------------------------------------------------------- |  | ------------------------------- | -------
|                                                                                                   |  | 2003                            |        
|                                                                                                   |  | (unaudited)                     |        
|Operating activities:                                                                              |  |                                 |        
|Net income (loss)                                                                                  |  | $                               | 1,770  
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                                 |        
|Depreciation                                                                                       |  |                                 | 1,029  
|Amortization of deferred compensation                                                              |  |                                 | 111    
|Amortization of acquired technology                                                                |  |                                 | 255    
|Loss on disposal of property and equipment                                                         |  |                                 |       
|Changes in operating assets and liabilities:                                                       |  |                                 |        
|Accounts receivable, net                                                                           |  |                                 | (328   
|Prepaid expenses and other current assets                                                          |  |                                 | 53     
|Accounts payable                                                                                   |  |                                 | (291   
|Accrued liabilities                                                                                |  |                                 | (557   
|Accrued compensation                                                                               |  |                                 | 368    
|Deferred revenue                                                                                   |  |                                 | 190    
|Deferred rent                                                                                      |  |                                 | (33    
|                                                                                                   |  |                                 |        
|Net cash provided by (used in) operating activities                                                |  |                                 | 2,567  
|                                                                                                   |  |                                 |        
|Investing activities:                                                                              |  |                                 |        
|Capital expenditures                                                                               |  |                                 | (441   
|Purchases of available-for-sale securities                                                         |  |                                 | (19,560
|Proceeds from maturities and sales of available-for-sale securities                                |  |                                 | 30,331 
|                                                                                                   |  |                                 |        
|Net cash provided by (used in) investing activities                                                |  |                                 | 10,330 
|                                                                                                   |  |                                 |        
|Financing activities:                                                                              |  |                                 |        
|Proceeds from issuance of common stock, net of repurchases                                         |  |                                 | 42     
|                                                                                                   |  |                                
|Effect of exchange rate changes on cash                                                            |  |                                 | (24    
|                                                                                                   |  |                                 |        
|Net increase (decrease) in cash and cash equivalents                                               |  |                                 | 12,915 
|Cash and cash equivalents at beginning of period                                                   |  |                                 | 11,704 
|                                                                                                   |  |                                 |        
|Cash and cash equivalents at end of period                                                         |  | $                               | 24,619 
|                                                                                                   |  |                                 |        



See accompanying notes.



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MARIMBA, INC.



NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



1. Description of
Business



Marimba, Inc. was incorporated in Delaware in
February 1996. We develop, market and support software change management and software configuration management solutions. Our products help customers reduce their total cost of information technology (IT) ownership and improve quality of
IT service by streamlining the distribution and management of software applications and content. Our customer base spans multiple vertical markets, including financial services, retail, healthcare, manufacturing and government entities. We market
our products worldwide through a combination of a direct sales force and resellers.



2. Basis of Presentation



The accompanying
unaudited condensed consolidated financial statements have been prepared by Marimba, Inc. (Marimba, we, our or us) and reflect all adjustments, consisting of normal recurring accruals, a $1.9 million
non-recurring expense in the second quarter of 2002 related to a legal settlement involving a patent license, and a $200,000 restructuring expense in the third quarter of 2002 related to reduction in workforce. In managements opinion, these
adjustments are necessary to present fairly the financial position and the results of operations for the interim periods. The balance sheet at December 31, 2002 has been derived from audited financial statements at that date. The financial
statements have been prepared in accordance with the regulations of the Securities and Exchange Commission (the SEC), but omit certain information and footnote disclosure necessary to present the statements in accordance with generally
accepted accounting principles. For further information, refer to the Consolidated Financial Statements and Notes thereto included in Marimbas Annual Report on Form 10-K for the year ended December 31, 2002 filed with the SEC on March 28,
2003. Results for the interim periods are not necessarily indicative of results for the fiscal year ending December 31, 2003 or for any future interim or full-year period.



Reclassification



Certain previously reported amounts have been reclassified to conform to the current presentation format with no impact on net income.



Net Income (Loss) Per Share



Basic earnings per share is computed using the weighted-average number of
common shares outstanding. Diluted earnings per share includes the weighted-average number of common share equivalents outstanding during the period. Dilutive common share equivalents consist of employee stock options and are calculated by using the
treasury stock method. The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):



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|                                                      |  | Three Months Ended September 30, |        |      | Nine Months Ended September 30, |       
|----------------------------------------------------- |  | -------------------------------- | ------ | ---- | ------------------------------- | ------
|                                                      |  | 2003                             |        | 2002 |                                 |       
|Net income (loss)                                     |  | $                                | 723    |      | $                               | (1,824
|                                                      |  |                                  |        |     
|Weighted-average shares - Basic:                      |  |                                  |        |      |                                 |       
|Weighted-average shares of common stock outstanding   |  |                                  | 25,709 |      |                                 | 24,682
|Less weighted-average shares subject to repurchase    |  |                                  |       |      |                                 | (15   
|                                                      |  |                                  |        |      |                                 |       
|Weighted-average shares  Basic                       |  |                                  | 25,709 |      |                                 | 24,667
|                                                      |  |                                  |        |     
|Effect of dilutive securities: Employee stock options |  |                                  | 1,201  |      |                                 |      
|                                                      |  |                                  |        |      |                                 |       
|Weighted average shares - Diluted                     |  |                                  | 26,910 |      |                                 | 24,667
|                                                      |  |                                  |        |      |                                 |       
|Net income (loss) per share  Basic                   |  | $                                | 0.03   |      | $                               | (0.07 
|                                                      |  |                                  |        |      |                                 |       
|Net income (loss) per share  Diluted                 |  | $                                | 0.03   |      | $                               | (0.07 
|                                                      |  |                                  |        |      |                                 |       



For the three months
ended September 30, 2003 and 2002, 1,358,667 and 4,315,927 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share, because the effect was antidilutive. For the nine months ended September
30, 2003 and 2002, 1,358,667 and 3,922,481 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share, because the effect was antidilutive.



Recent Accounting Pronouncements



In January 2003, FASB issued FIN 46, Consolidation of Variable
Interest Entities, an Interpretation of ARB No. 51. Generally, a variable interest entity (VIE) is a corporation, partnership, trust or any other legal structure used for business purposes that either does not have equity investors
with substantive voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires that a VIE be consolidated by a company if that company is subject to a majority of
the VIEs risk of loss or entitled to receive a majority of the VIEs residual returns or both. A company that consolidates a VIE is referred to as the primary beneficiary of that entity. The consolidation requirements of FIN 46 apply
immediately to VIEs created after January 31, 2003. The consolidation requirements apply to entities existing prior to January 31, 2003 in the first fiscal year or interim period beginning after June 15, 2003. The adoption of this statement did not
have any effect on our results of operation or financial position.



In May 2003, FASB issued Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. The statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of this statement did not have any effect on our results of operation or financial position.



Guarantees



We enter into standard indemnification agreements with our customers and technology partners. Pursuant to these agreements,
we typically indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party in connection with any U.S. patent, copyright or other intellectual property infringement claim by any third
party with respect to our products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments that Marimba could be required to make under these
indemnification agreements is unlimited. We have, in the past, incurred costs to defend intellectual property lawsuits.



We generally warrant that our software products will perform in all material respects in accordance with our standard published specifications for a
specified period of time from the date of license. Additionally, we warrant that our maintenance and other services will be performed consistent with generally accepted industry standards



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through completion of the agreed upon services. Historically, costs related to these warranties have not been significant. We maintain a warranty accrual in
the event that we incur expenses associated with customer claims made under our warranty provisions.



We have agreements in place with our directors and officers whereby we indemnify them for certain events or occurrences while the officer or director is,
or was, serving at our request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have a director and officer insurance policy that may
enable us to recover a portion of any future amounts paid.



Accounting for
Stock-Based Compensation



The following table summarizes
relevant information as to reported results under Marimbas intrinsic value method of accounting for stock awards, with supplemental information as if the fair value recognition provisions of FASB Statement 123 had been applied (in thousands,
except per share data):



|                                                                     |  | Three MonthsEnded September 30, |      |   | Nine Months Ended September 30, |  
|-------------------------------------------------------------------- |  | ------------------------------- | ---- | - | ------------------------------- | -
|                                                                     |  | 2003                            |      |   | 2002                            |  
|Net income (loss) as reported                                        |  | $                               | 723  |   |                                 | $
|                                                                     |  |                                 |      |  
|Add: Stock-based compensation included in reported net income (loss) |  |                                 |     |   |                                 |  
|                                                                     |  |                                 |      |  
|Deduct: Total stock-based compensation (expense) under SFAS 123      |  |                                 | (593 | ) |                                 |  
|                                                                     |  |                                 |      |   |                                 |  
|Pro forma net income (loss)                                          |  | $                               | 130  |   |                                 | $
|Basic and diluted net income (loss) per share:                       |  |                                 |      |   |                                 |  
|Reported net income (loss) per common share                          |  | $                               | 0.03 |   |                                 | $
|                                                                     |  |                                 |      |   |                                 |  
|Pro forma net income (loss) per common share                         |  | $                               | 0.01 |   |                                 | $
|                                                                     |  |                                 |      |   |                                 |  



3. Comprehensive Income (Loss)



Comprehensive income (loss) is comprised of net income
(loss), foreign currency translation gains or losses and unrealized gains or losses on available-for-sale marketable securities. Our total comprehensive income (loss) is as follows (in thousands):



|                                                                       |  | Three MonthsEnded September 30, |     |   | Nine Months Ended September 30, |  
|---------------------------------------------------------------------- |  | ------------------------------- | --- | - | ------------------------------- | -
|                                                                       |  | 2003                            |     |   | 2002                            |  
|Net income (loss)                                                      |  | $                               | 723 |   |                                 | $
|Other comprehensive income (loss):                                     |  |                                 |     |   |                                 |  
|Change in unrealized gains and losses on available-for-sale securities |  |                                 | (71 | ) |                                 |  
|Foreign currency translation adjustment                                |  |                                 | (11 | ) |                                 |  
|                                                                       |  |                                 |     |   |                                 |  
|Comprehensive income (loss)                                            |  | $                               | 641 |   |                                 | $
|                                                                       |  |                                 |     |   |                                 |  



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4. Legal Matters



Beginning in April 2001, a number of substantially identical class action complaints alleging violations of the federal securities laws were filed in the
United States District Court for the Southern District of New York naming Marimba, Inc., certain of its officers and directors, and certain underwriters of the companys initial public offering (Morgan Stanley & Co., Inc., Credit Suisse
First Boston Corp. and Bear Stearns & Co., Inc.) as defendants. The complaints have since been consolidated into a single action, and a consolidated amended complaint was filed in April 2002. The complaint alleges, among other things, that the
underwriters of our initial public offering violated the securities laws by failing to disclose certain alleged compensation and tie-in arrangements (such as undisclosed commissions or stock stabilization practices) in the registration statement
filed in connection with the offering. Marimba and certain of its officers and directors were named in the complaint pursuant to Section 11 of the Securities Act of 1933, and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. The
complaint seeks unspecified damages, attorney and expert fees, and other unspecified litigation costs. Similar complaints have been filed against over 300 other issuers that had initial public offerings since 1998 and all such actions have been
included in a single coordinated proceeding. In July 2002, the defendants in the consolidated actions filed motions to dismiss all of the cases in the litigation (including the case involving Marimba). On February 19, 2003, the court ruled on the
motions and granted Marimbas motion to dismiss the claims against it under Section 10(b) and Rule 10b-5. The motions to dismiss the claims under Section 11 were denied as to virtually all of the defendants in the consolidated cases, including
Marimba. In addition, the Marimba individual defendants in the litigation each signed a tolling agreement and were dismissed from the action without prejudice on October 9, 2002. On June 30, 2003, a special committee of our Board of Directors
conditionally approved a proposed partial settlement with the plaintiffs in this matter. The settlement would provide, among other things, a release of Marimba and Marimbas individual defendants for the conduct alleged in the action to be
wrongful. Marimba would agree to undertake other responsibilities under the partial settlement, including agreeing to assign away, not assert and release certain potential claims Marimba may have against its underwriters. Any direct financial impact
of the proposed settlement is expected to be borne by Marimbas insurers. The special committee agreed to approve the settlement subject to a number of conditions, including the participation of a substantial number of other issuer defendants
in the proposed settlement, the consent of Marimbas insurers to the settlement, and the completion of acceptable final settlement documentation. Furthermore, the settlement is subject to a hearing on fairness and approval by the court
overseeing the litigation. In the event the settlement is not consummated, the defense of the litigation may increase our expenses and divert our managements attention and resources. Due to the inherent uncertainties of litigation, we cannot
accurately predict the ultimate outcome of the litigation, and any unfavorable outcome could have a material adverse impact on our business, financial condition and operating results.



5. Restructuring



In July 2002, Marimba approved a restructuring plan that eliminated approximately 12% of its workforce, or 24 employees, across all company departments.
Marimba recorded a restructuring charge of $200,000 in connection with this plan, which consisted of severance and benefits related to the workforce reduction.



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION



The information in this report contains forward-looking statements, which are subject to safe harbors created under the U.S. federal securities laws.
Such statements are based upon current expectations that involve risks and uncertainties. Statements that refer to projections of our future financial performance, anticipated revenue growth, profitability, expenses, cash flows, capital needs,
competition and market share growth, the development of new products and technologies and market acceptance of such products or technologies, business and sales strategies, developments in our target markets, matters relating to distribution
channels and partnerships, proprietary rights, litigation, and other trends in our businesses, may be deemed to be forward-looking statements. In addition, the words believes, anticipates, plans,
expects, intends and similar expressions are intended to identify forward-looking statements. Marimbas actual results and the timing of certain events may differ materially from the results discussed in the
forward-looking statements. Factors that might cause such a discrepancy include, but are not limited to, those discussed in Other Factors Affecting Operating Results, Liquidity and Capital Resources below, and in other reports or
submissions filed with the SEC. All forward-looking statements in this report are based on information available to Marimba as of the date hereof, and Marimba undertakes no obligation to release publicly any updates or revisions to any such
forward-looking statements.



Overview



Marimba, Inc. was incorporated in Delaware in February 1996. We develop,
market and support software change management and software configuration management solutions. Our products help customers reduce their total cost of information technology (IT) ownership and improve quality of IT service by streamlining
the distribution and management of software applications and content. Our customer base spans multiple vertical markets, including financial services, retail, healthcare, manufacturing and government entities. We market our products worldwide
through a combination of a direct sales force and resellers.



Revenues to date have been derived from the license of our products and from support and maintenance, consulting and training services. Customers who license our products generally purchase maintenance contracts, typically covering a
12-month period. Additionally, customers may purchase consulting services, which are customarily billed at a fixed daily rate plus out-of-pocket expenses. We also offer training services that are billed on a per student or per class session basis.



Since inception, we have made substantial investments in
sales, marketing and research and development to expand and enhance our product lines and increase the market awareness of Marimba and our products. We have incurred significant losses since inception and had an accumulated deficit of approximately
$48.2 million at September 30, 2003. We believe that our future success depends in part on our ability to increase our customer base and on growth in our market overall. Accordingly, over the long term, we intend to continue to invest heavily in
sales, marketing and research and development.



In view of the
rapidly changing nature of our business and our limited operating history, we believe that period-to-period comparisons of revenues and operating results are not necessarily meaningful, and historical trends that may be drawn from these comparisons
should not be relied upon as indications of future performance, growth or financial results.



Critical Accounting Policies and Estimates



We believe there have been no significant changes in our critical accounting policies during the three and nine months ended September 30, 2003 as compared to what was previously disclosed in our Annual Report on Form
10-K for the year ended December 31, 2002.



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Results of Operation



The following table sets forth certain statements of operations data as a percentage of total revenues for the three and nine months ended September 30,
2003 and 2002:



|                                      |  | Three Months Ended September 30, |   |  | Nine Months Ended September 30, |   
|------------------------------------- |  | -------------------------------- | - |  | ------------------------------- | --
|                                      |  | 2003                             |   |  | 2002                            |   
|Revenues:                             |  |                                  |   |  |                                 |   
|License                               |  | 54.0                             | % |  | 49.0                            | % 
|Service                               |  | 46.0                             |   |  | 51.0                            |   
|                                      |  |                                  |   |  |                                 |   
|Total revenues                        |  | 100.0                            |   |  | 100.0                           |   
|                                      |  |                                  |   | 
|Cost of revenues:                     |  |                                  |   |  |                                 |   
|License                               |  | 1.3                              |   |  | 3.2                             |   
|Service                               |  | 14.2                             |   |  | 18.2                            |   
|                                      |  |                                  |   |  |                                 |   
|Total cost of revenues                |  | 15.5                             |   |  | 21.4                            |   
|                                      |  |                                  |   |  |                                 |   
|Gross margin                          |  | 84.5                             |   |  | 78.6                            |   
|                                      |  |                                  |   | 
|Operating expenses:                   |  |                                  |   |  |                                 |   
|Research and development              |  | 21.4                             |   |  | 21.4                            |   
|Sales and marketing                   |  | 46.7                             |   |  | 67.4                            |   
|General and administrative            |  | 11.1                             |   |  | 13.9                            |   
|Restructuring costs                   |  |                                 |   |  | 2.3                             |   
|Amortization of deferred compensation |  |                                 |   |  | (0.7                            | ) 
|                                      |  |                                  |   |  |                                 |   
|Operating expenses                    |  | 79.2                             |   |  | 104.3                           |   
|                                      |  |                                  |   |  |                                 |   
|Income (loss) from operations         |  | 5.3                              |   |  | (25.7                           | ) 
|                                      |  |                                  |   | 
|Net income (loss)                     |  | 7.4                              | % |  | (21.3                           | )%
|                                      |  |                                  |   |  |                                 |   



The data presented
above and elsewhere in this section has been derived from the unaudited consolidated financial statements contained in this report which, in the opinion of management include all adjustments, consisting only of normal recurring accruals for 2003, a
$1.9 million non-recurring expense in the second quarter of 2002 related to a legal settlement involving a patent license and a $200,000 restructuring expense in the third quarter of 2002 related to reduction in workforce. These adjustments are
necessary to present fairly the financial position and results of operations for the interim periods. The operating results for any quarter should not be considered indicative of results of any future period. This information should be read in
conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2002.



Revenues



The following table presents selected revenue data for the periods indicated (in thousands except for percentages):



|                              |  | Three Months Ended September 30, |       |   | Nine Months Ended September 30 , |  
|----------------------------- |  | -------------------------------- | ----- | - | -------------------------------- | -
|                              |  | 2003                             |       |   | 2002                             |  
|Revenues:                     |  |                                  |       |   |                                  |  
|License                       |  | $                                | 5,284 |   |                                  | $
|Service                       |  |                                  | 4,507 |   |                                  |  
|                              |  |                                  |       |   |                                  |  
|Total revenues                |  | $                                | 9,791 |   |                                  | $
|                              |  |                                  |       |  
|Percentage of total revenues: |  |                                  |       |   |                                  |  
|License                       |  |                                  | 54    | % |                                  |  
|Service                       |  |                                  | 46    |   |                                  |  



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Total revenues increased $1.2 million or approximately 14%, to $9.8 million in the third quarter of 2003
from $8.6 million in the third quarter of 2002. For the nine months ended September 30, 2003, total revenue increased $4.5 million or approximately 17% to $30.2 million from $25.7 million in the comparable period.



The increase in total revenues was due primarily to an increase in license
revenues. In the third quarter of 2003, a single customer accounted for approximately 12% of total revenues. In the third quarter of 2002, no single customer accounted for more than 10% of total revenues.



License Revenues. License revenues increased $1.1 million, or
approximately 26%, to $5.3 million in the third quarter of 2003 from $4.2 million in the third quarter of 2002. License revenue in the nine months ended September 30, 2003 increased $4.6 million, or approximately 35%, to $17.8 million from $13.2
million in the comparable period in 2002. As a percentage of total revenues, license revenues increased to 54% of total revenues in the three month period ended September 30, 2003, from 49% in the comparable period of 2002. As a percentage of total
revenues, license revenues increased to 59% of total revenues for the nine month period ended September 30, 2003, from 52% of total revenues in the comparable period of 2002. The increase in license revenues for the third quarter of 2003 was due to
an increase in number of license transactions concluded during the quarter. The mix of products sold each quarter can vary significantly. The following table presents the license revenues derived from each of our product lines as a percentage of
total license revenues for the periods indicated:



|                                      |  | Three Months Ended September 30, |   |  | Nine Months Ended September 30, |  
|------------------------------------- |  | -------------------------------- | - |  | ------------------------------- | -
|                                      |  | 2003                             |   |  | 2002                            |  
|Percentage of total license revenues: |  |                                  |   |  |                                 |  
|Desktop/Mobile Management             |  | 67                               | % |  | 82                              | %
|Server Management                     |  | 33                               |   |  | 15                              |  
|Embedded Management                   |  |                                 |   |  | 3                               |  



Service Revenues.Service revenues include support and maintenance, consulting and training. Service revenues in the third quarter of 2003 increased $100,000, or approximately 3%, to $4.5 million, from $4.4 million in the third quarter of 2002. In the third
quarter of 2003 we recognized as revenue $259,000 of expired and unutilized prepaid consulting and training services that were previously deferred. Service revenues for the nine months ended September 30, 2003 decreased $100,000, or approximately
1%, to $12.3 million from $12.4 million in the comparable period of 2002. The majority of the decrease was due to lower consulting and training revenues. As a percentage of total revenues, service revenues decreased to 46% of total revenues in the
third quarter of 2003, from 51% in the comparable period of 2002. As a percentage of total revenues, services revenues decreased to 41% of total revenue for the period ended September 30, 2003, from 48% for the comparable period in 2002. The
decrease in service revenues as a percentage of total revenues was due primarily to the increase in license revenues in the three and nine month period ended September 30, 2003. The following table presents the components of service revenues as a
percentage of total service revenues for the periods indicated:



|                                      |  | Three MonthsEnded September 30, |   |  | Nine MonthsEnded September 30, |  
|------------------------------------- |  | ------------------------------- | - |  | ------------------------------ | -
|                                      |  | 2003                            |   |  | 2002                           |  
|Percentage of total service revenues: |  |                                 |   |  |                                |  
|Consulting                            |  | 17                              | % |  | 21                             | %
|Support and maintenance               |  | 78                              |   |  | 75                             |  
|Training                              |  | 5                               |   |  | 4                              |  



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International.International revenues represented approximately 21% and 19% of total revenues for
the three month period ended September 30, 2003 and 2002, respectively. Revenues outside the United States represented approximately 15% and 17% of total revenues for the nine months ended September 30, 2003 and 2002, respectively. Domestic revenues
increased by $800,000, or approximately 11%, to $7.7 million in the third quarter of 2003 from $6.9 million in the third quarter of 2002. International revenues increased by $400,000, or approximately 26%, to $2.0 million in the third quarter of
2003 from $1.6 million. Our international revenues grew faster than our domestic revenues primarily due to increased sales in Europe. International revenues for the nine month period ended September 30, 2003 increased by $200,000, or approximately
5%, to $4.5 million from $4.3 million compared to the same period in 2002. The following table presents our revenues by region as a percentage of total revenues:



|              |  | Three Months Ended September 30, |   |  | Nine Months Ended September 30, |  
|------------- |  | -------------------------------- | - |  | ------------------------------- | -
|              |  | 2003                             |   |  | 2002                            |  
|Revenues:     |  |                                  |   |  |                                 |  
|United States |  | 79                               | % |  | 81                              | %
|Europe        |  | 20                               |   |  | 14                              |  
|Other regions |  | 1                                |   |  | 5                               |  



Costs of Revenues and Gross Profit



Cost of License Revenues and Related Gross Profit.
Cost of license revenues consists primarily of cost of third-party software technology that was either integrated into our products or resold by us. Cost of license revenues in the third quarter of 2003 decreased $140,000, or approximately 52%, to
$130,000 from $270,000 in the third quarter of 2002. The decrease was primarily the result of costs incurred for third-party products that were resold by us in 2002. No similar costs were incurred in 2003. Cost of license revenues for the nine month
period ended September 30, 2003 decreased by $2.1 million, or approximately 83%, to $400,000 from $2.5 million. In the second quarter of 2002, we recorded a one-time charge of $1.9 million related to a legal settlement involving a patent license.
Also as a result of this settlement, we have recorded an additional charge of approximately $85,000 for amortization of acquired technology every quarter beginning in the third quarter of 2002, up to and including the most recent quarter. We expect
to record similar quarterly amortization charges through June 2007. The following table presents our gross profit on license revenues (in thousands except for percentages):



|                                                                     |  | Three Months Ended September 30, |       |   | Nine Months Ended September 30, |  
|-------------------------------------------------------------------- |  | -------------------------------- | ----- | - | ------------------------------- | -
|                                                                     |  | 2003                             |       |   | 2002                            |  
|License revenues                                                     |  | $                                | 5,284 |   |                                 | $
|Cost of license revenues                                             |  |                                  | 129   |   |                                 |  
|                                                                     |  |                                  |       |   |                                 |  
|Gross profit on license revenues                                     |  | $                                | 5,155 |   |                                 | $
|                                                                     |  |                                  |       |  
|Gross profit on license revenues as a percentage of license revenues |  |                                  | 98    | % |                                 |  



Cost of Service
Revenues and Related Gross Profit. Cost of service revenues includes salaries and related expenses of our customer service and training organizations, consultants and third parties for billable consulting arrangements, and an allocation of
certain overhead expenses. Cost of service revenues during the third quarter of 2003 decreased by $200,000, or approximately 12%, to $1.4 million from $1.6 million in the third quarter of 2002. Cost of service revenues for the nine month period
ended September 30, 2003 decreased by $200,000, or approximately 4%, to $4.2 million from $4.4 million. The decrease for the three and nine months ended September 30, 2003, primarily resulted from lower allocated overhead expenses as a result of
general cost reductions. The following table presents our gross profit on service revenues (in thousands except for percentages):



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|                                                                     |  | Three Months Ended September 30, |       |   | Nine Months Ended September 30, |  
|-------------------------------------------------------------------- |  | -------------------------------- | ----- | - | ------------------------------- | -
|                                                                     |  | 2003                             |       |   | 2002                            |  
|Service revenues                                                     |  | $                                | 4,507 |   |                                 | $
|Cost of service revenues                                             |  |                                  | 1,385 |   |                                 |  
|                                                                     |  |                                  |       |   |                                 |  
|Gross profit on service revenues                                     |  | $                                | 3,122 |   |                                 | $
|                                                                     |  |                                  |       |  
|Gross profit on service revenues as a percentage of service revenues |  |                                  | 69    | % |                                 |  



Operating Expenses



Research and Development.Research and development expenses
increased $300,000, or approximately 14%, to $2.1 million in the third quarter of 2003 from $1.8 million in the third quarter of 2002. Research and development expenses increased $300,000, or approximately 4%, to $6.2 million for the nine months
period ended September 30, 2003, compared to $5.9 million in the comparable period in 2002. The increase was primarily due to increased headcount in our engineering department as we continue to invest in new products.



Sales and Marketing.Sales and marketing expenses decreased $1.2
million, or approximately 21%, to $4.6 million in the third quarter of 2003 from $5.8 million in the third quarter of 2002. Sales and marketing expenses decreased $4.4 million, or approximately 23%, to $14.8 million for the nine month period ended
September 30, 2003, compared to $19.2 million in the comparable period in 2002. The decrease was primarily due to fewer promotional activities during the first nine months of 2003, as well as headcount and other ongoing cost reductions.



General and Administrative.General and administrative expenses
decreased $100,000, or approximately 8%, to $1.1 million in the third quarter of 2003 from $1.2 million in the third quarter of 2002. General and administrative expenses decreased $1.3 million, or approximately 28%, to $3.3 million for the nine
month period ended September 30, 2003, compared to $4.6 million in the comparable period in 2002. These decreases were due to the restructuring that took place in the third quarter of 2002, a reduction in outside legal fees, and ongoing general cost
cutting measures.



Amortization of Deferred Compensation.We record the amortization of deferred compensation net of credits resulting from the forfeiture of stock options and repurchase of shares due to employee terminations. Given that our deferred compensation was fully amortized as of June 30,
2003, we did not record any amortization of deferred compensation in the third quarter of 2003, as compared to an expense reversal of $56,000 in the comparable period in 2002, resulting from a credit due to forfeiture of stock options. For the nine
month period ended September 30, 2003, we amortized $111,000 of deferred compensation, net of credits resulting from the forfeiture of stock options and repurchase of shares due to employee departures, compared to a charge of $1.0 million in the
comparable period in 2002. Our deferred compensation charges resulted primarily from stock options granted prior to our initial public offering in April 1999 and restricted stock grants made in 2001 and 2002. All of these stock options and
restricted shares have now either fully vested or have been cancelled, which is the primary cause of the large decline in deferred compensation charges in 2003. We anticipate having no further deferred compensation charges unless we grant additional
restricted shares or non-employee stock options in the future or make modifications to the terms of outstanding stock options.



Interest Income and Other Income, Net.Interest income and other income, net, was $221,000 and $827,000 for three and nine months ended September
30, 2003 and $386,000 and $1.2 million for three and nine months ended September 30, 2002. The decrease in interest income was due primarily to lower interest rates.



Provision for Income Taxes. Our provision for income taxes for the third quarter of 2003 and 2002 consists of state
income, franchise taxes, foreign income taxes, and with respect to 2003 only, a provision for Federal alternative minimum tax after utilization of available net operating loss carryforwards. No provision for Federal taxes was recorded for the three
and nine month period ended September 30, 2002, because we had experienced losses and did not anticipate paying Federal taxes.



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Liquidity and Capital Resources



As of September 30, 2003, our principal sources of liquidity included approximately $24.6 million of cash and cash
equivalents, and $27.6 million in available-for-sale securities. Available-for-sale securities consist primarily of investment grade securities that either mature within the next 12 months or have other characteristics of short-term investments.
These include corporate debt, which have contractual maturities ranging from one to two years.



Cash equivalents consisted of financial instruments, which are readily convertible to cash and have maturities of three months or less at the time of acquisition. Cash equivalents consisted primarily of investments in
commercial paper, U.S. government and agency securities and money market funds. These investments are recorded at cost, which approximates fair value and are managed by professional investment managers.



All marketable debt securities classified as available-for-sale are available
for working capital purposes, as necessary. Available-for-sale securities are recorded at fair market value. The unrealized gains and losses related to these securities are included in Other Comprehensive Income (Loss). Fair market values are based
on quoted market prices. When securities are sold, their cost is determined based on the specific identification method. Available-for-sale securities consist of cost of $27.5 million, gross unrealized gain of $76,000 and fair market value of $27.6
million as of September 30, 2003. The following table represents the maturities of our cash and cash equivalents and available-for-sale securities (in thousands):



|                              |  | September 30, 2003  
|----------------------------- |  | --------------------
|                              |  | Three months or less
|Cash and cash equivalents     |  | $                   
|Available for sale securities |  |                     
|                              |  |                     
|Total                         |  | $                   
|                              | 
|                              |  | December 31, 2002   
|                              |  | Three months or less
|Cash and cash equivalents     |  | $                   
|Available for sale securities |  |                     
|                              |  |                     
|Total                         |  | $                   



Net cash generated by
operating activities for the nine months ended September 30, 2003 was approximately $2.6 million. This was primarily the result of net income for the period and an increase in deferred revenue and accrued compensation, offset by an increase in
accounts receivable and a decrease in accounts payable and accrued liabilities. The net cash provided by investment activities for the nine months ended September 30, 2003 was approximately $10.3 million. This was primarily the result of sales and
maturities of available-for-sale securities offset by purchases of available-for-sale securities. The net cash provided by financing activities for the nine months ended September 30, 2003 was approximately $42,000. This was primarily the result of
employee stock option exercises offset by repurchases of common stock.



We currently anticipate that our current cash, cash equivalents and available-for-sale securities will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. However,
it is possible that we could experience unexpected cash requirements that would force us to seek financing, or at some point in the future we may otherwise seek financing to support our long-term operations. In any such event, we may seek to sell
additional equity or debt securities or obtain a credit facility. Any additional financings, if needed, might not be available on reasonable terms or at all. Failure to raise capital when needed could seriously harm our business and operating
results. If additional funds were raised through the issuance of equity securities, the percentage of ownership of our existing stockholders would be reduced.



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Commitments



Our contractual obligations consist of noncancellable operating lease agreements. As of September 30, 2003, future minimum lease payments under
noncancellable operating leases are expected to be approximately $4.4 million, and become due as presented in the table below:



|                             |  | Operating Leases
|---------------------------- |  | ----------------
|                             |  | (in thousands)  
|Less than 1 year             |  | $               
|1 to 3 years                 |  |                 
|4 years and thereafter       |  |                 
|                             |  |                 
|Total minimum lease payments |  | $               
|                             |  |                 



Other Factors Affecting Operating
Results, Liquidity and Capital Resources



The factors
discussed below are cautionary statements that identify important factors that could cause actual results to differ materially from those anticipated by the forward-looking statements contained in this report. These risks are not the only ones
facing our company. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our business operations. For more information regarding the forward-looking statements contained in this report, see the
introductory paragraph to Item 2 of this report.



We Have Incurred
Losses and May Incur Future Losses



There is no assurance
that we will be able to sustain or increase profitability or cashflow in the long run. As of September 30, 2003, we had an accumulated deficit of approximately $48.2 million. Our history of losses may cause some of our potential and/or actual
customers to question our viability, which may in turn hamper our ability to sell some of our products or collect receivables.



Fluctuations in Our Quarterly Operating Results Could Adversely Affect Our Stock Price



Our quarterly operating results have varied significantly in the past and
will likely vary significantly in the future. As a result, we believe that period-to-period comparisons of our operating results should not be relied upon as indicators of our future performance. Our operating results have been below the
expectations of securities analysts and investors in the past and could be so in the future. Our failure to meet these expectations would likely result in a decrease in the market price of our common stock. Operating results vary depending on a
number of factors, many of which are outside our control.



A
substantial portion of our revenues for most quarters has been recorded in the last month of the quarter and the magnitude of quarterly fluctuations in operating results may not become evident until late in or towards the end of a particular
quarter. At the same time, our expense levels are relatively fixed for a particular quarter and are based, in part, on expectations as to future revenues. As a result, if revenue levels fall below our expectations for a particular quarter, our
operating results will be adversely affected as only a small portion of our expenses vary with our revenues. A delay in recognizing revenue, even from a single account, could seriously harm our operating results.



Our Revenues in Any Quarter Depend on a Small Number of Relatively Large Orders



Our quarterly revenues are especially subject to
fluctuation, because they normally depend on the completion of relatively large license transactions. For example, one transaction accounted for approximately 12% of our revenues during the third quarter of 2003. This dependence on large orders
makes our net revenue and operating results more likely to vary from quarter to quarter, and more difficult to predict, because the loss of any particular large order is significant. As a result, our operating results could be adversely impacted if
any large orders are delayed or canceled in any future period.



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We Are Subject to the Effects of General Economic and Geopolitical Conditions and Reductions in Corporate IT Spending,
and the Current Economic Environment May Continue to Adversely Impact Our Business



Our business is subject to the effects of general economic conditions and, in particular, market conditions in the industries that we serve. We believe that our operating results are being adversely impacted by recent
unfavorable general economic and geopolitical conditions, as well as reductions in corporate IT spending. Recent political turmoil in many parts of the world, including terrorist and military actions, may continue to put pressure on global economic
conditions. Our customers decisions to purchase our products are discretionary and subject to their internal budget and purchasing processes, which may be impacted by the above factors. In addition, since many of our customers may be suffering
adverse effects from the general economic slowdown, we may find that collecting accounts receivable from existing or new customers will take longer than we expect or that some accounts receivable will become uncollectible. If these conditions do not
improve, or if they deteriorate further, our business and operating results are likely to continue to be adversely impacted.



Our Success Depends on Our Desktop/Mobile Management Product Line



We expect to continue to derive a substantial portion of our revenues from our Desktop/Mobile Management product line and related services. A decline in
the price of our Desktop/Mobile Management products or our inability to increase sales of these products could seriously harm our business and operating results. We cannot predict the success of our Desktop/Mobile Management products. We
periodically update our Desktop/Mobile Management products to make improvements and provide additional enhancements.



We recently announced the release of Marimba Six, which includes a new version of our Desktop/Mobile Management product line that is scheduled to be
generally available in December 2003. This new version and other future versions of the Desktop/Mobile Management product line may not provide the functionality and benefits we expect and could fail to meet customers requirements or achieve
widespread market acceptance.



We Need to Continue to Enhance and Develop
Our Server Management and Embedded Management Product Lines and Develop New Products and Services



There can be no assurance that the revenues from our newer Server Management and Embedded Management product lines will grow in absolute amount or as a
percentage of total license revenues. In addition, we cannot assure you that our Server Management products and Embedded Management products will meet customer expectations or gain widespread market acceptance. We sold a limited amount of Embedded
Management product licenses in the first nine months of 2003.



We recently announced the release of Marimba Six, which includes a new version of our Server Management product line that is scheduled to be generally available in December 2003. This new version of the Server Management product line, as
well as other future versions of the Server Management and Embedded Management product lines, may not provide the functionality and benefits we expect and could fail to meet customers requirements or achieve widespread market acceptance.



To provide comprehensive software change management solutions,
we will need to develop and introduce new products and services, which offer functionalities that we do not currently provide. We may not be able to develop these technologies, and therefore, we may not be able to offer a comprehensive software
change management solution. In addition, we have in the past experienced delays in new product releases, and we may experience similar delays in the future. If we fail to release new products on a timely basis, our business and operating results
could be seriously harmed.



We Need to Continue to Enhance and Develop Our
Server Management and Embedded Management Product Lines and Develop New Products and Services



There can be no assurance that the revenues from our newer Server Management and Embedded Management product lines will grow in absolute amount or as a
percentage of total license revenues. In addition, we cannot assure you that our Server Management products and Embedded Management products will meet customer expectations or gain widespread market acceptance. We sold a limited amount of Embedded
Management product licenses in the first nine months of 2003.



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To provide comprehensive software change management solutions, we will need to develop and introduce new
products and services, which offer functionalities that we do not currently provide. We may not be able to develop these technologies, and therefore, we may not be able to offer a comprehensive software change management solution. In addition, we
have in the past experienced delays in new product releases, and we may experience similar delays in the future. If we fail to release new products on a timely basis, our business and operating results could be seriously harmed.



We Depend on the Growth of Our Customer Base and Increased Business from Our Current
Customers



Our success is substantially dependent on the
continued growth of our customer base. If we fail to increase our customer base, our business and operating results would be seriously harmed. Our ability to attract new customers will depend on a variety of factors, including the reliability,
security, scalability and cost-effectiveness of our products and services, as well as our ability to effectively market our products and services.



If we fail to generate repeat and expanded business from our current customers, our business and operating results would be seriously harmed. Many of our
customers initially make a limited purchase of our products and services for pilot programs. These customers may not choose to purchase additional licenses to expand their use of our products. In addition, as we deploy new versions of our products
or introduce new products, our current customers may not require the functionality provided by our new products and may not ultimately license these products.



Our Ability to Grow and Sustain Service Revenues Depends on New License Customers and Support Contract Renewals



Because the total amount of maintenance and support fees we receive in any
period depends in large part on the size and number of license orders that we have previously sold, any downturn in our software license revenues negatively impacts our future service revenues. Our license revenues decreased during 2002, which could
contribute to a decrease in service revenues in future periods.



Our support and maintenance programs are sold on an annual basis. Renewal of annual support and maintenance is generally at the customers election. If customers elect not to renew their support and maintenance agreements, our service
revenues could be significantly adversely impacted. If support and maintenance revenues were to decline, or not grow as rapidly as expected, we would need to generate additional license revenues and other service revenues in order to compensate for
the decline in support and maintenance revenues.



Failure to Further Develop
and Sustain Our Indirect Sales Channel and Third-Party Distribution Relationships Could Limit or Prevent Future Growth



We have a limited number of distributor relationships for our products with systems integrators and other resellers, and we may not be able to increase
the number of distribution relationships or maintain our existing relationships. We are relying in part on the growth of our indirect sales channel for future revenue growth, and if this does not continue to develop, our ability to generate revenues
may be materially harmed.



Our current agreements with our
distribution partners typically do not prevent these companies from selling products of other companies (including products that may compete with our products), and they do not generally require these companies to purchase minimum quantities of our
products. Some of these relationships are governed by agreements that can be terminated by either party with little or no prior notice. These distributors could give higher priority to the products of other companies or to their own products than
they give to our products. In addition, sales through these channels generally result in lower fees to Marimba than direct sales. The loss of, or significant reduction in, sales volume from any of our current or future distribution partners as a
result of any of these or other factors could seriously harm our revenues and operating results.



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Our Markets are Highly Competitive and are Experiencing Consolidation



The markets for our products are highly competitive, and we expect this
competition to persist and intensify in the future. We compete against both new entrants into our markets as well as existing companies. Our failure to maintain and enhance our competitive position could seriously harm our business and operating
results. We encounter competition from a number of sources, including:



| |  | Sellers of enterprise-wide management systems, which include electronic software distribution;
| | - | ----------------------------------------------------------------------------------------------



| |  | Companies that market products that support the distribution of software applications and content;
| | - | --------------------------------------------------------------------------------------------------



| |  | Desktop software management products;
| | - | -------------------------------------



| |  | Application server vendors and others that have introduced software distribution capabilities into their products;
| | - | ------------------------------------------------------------------------------------------------------------------



| |  | Hardware suppliers that offer or bundle software management capabilities in conjunction with their hardware offerings; and
| | - | --------------------------------------------------------------------------------------------------------------------------



| |  | Our potential customers own information technology departments and internal development efforts.
| | - | -------------------------------------------------------------------------------------------------



Many of our competitors have longer operating histories and significantly greater financial, technical, marketing and other
resources than we do. Many of these companies have more extensive customer bases and broader customer relationships that they could leverage, including relationships with many of our current and potential customers. Many also have significantly more
established customer support and professional service organizations than we do. In addition, these companies may adopt aggressive pricing policies, which we are unable to match. In the past, we have lost potential customers to competitors for
various reasons, including lower prices. Furthermore, these companies may have greater brand name recognition than we do. To achieve widespread market acceptance, we will need to further establish the Marimba brand and be able to differentiate our
product and service offerings from those of our competitors.



Contributing to these challenges, our industry has been subject to consolidation, which subjects us to competition with larger companies offering integrated solutions and a wider breadth of products. Potential competitors may bundle their
products or incorporate additional components into existing products in a manner that discourages users from purchasing our products. Alliances among competitors or between competitors and other large software companies present similar competitive
challenges. As a result of consolidation or alliances, these competitors may also be able to respond more quickly to new or emerging technologies and changes in customer requirements than we can.



If Microsoft Successfully Expands Its Systems Management Software Offerings that Compete
with Our Products, the Demand for Our Products May Suffer



Microsoft has publicized its intentions to expand its offerings in the systems management software market that may compete with our products. Microsoft has substantially greater financial, technical and marketing resources, a larger
customer base, a longer operating history, greater name recognition and more established relationships in the industry than we do. If Microsoft were to grow its market share in the systems management market with competing products, the demand for
our products and our ability to increase or sustain our market share may be harmed. In addition, the possible perception among our customers and potential customers that Microsoft is going to be successful in marketing expanded systems management
software offerings that may compete with our products may delay their buying decisions and harm our ability to market our products and services to them.



We Rely on Third-Party Marketing and Technology Relationships For Future Sales Growth



We currently have several marketing and technology relationships. These relationships include joint sales and marketing
relationships that provide us access to potential sales to large enterprises that we might not otherwise have access to, as well as product integration and other relationships. If we cannot maintain successful marketing and technology relationships
or if we fail to enter into additional marketing and technology relationships, we could experience difficulty expanding the sales of our products and our growth might be limited. Our marketing and technology relationships are generally not
documented in writing, or are governed by agreements that can be terminated by either party with little or no prior notice. In addition, companies with which we have marketing or technology relationships may promote products and services of several
different companies, including those of our competitors. If these companies choose not to promote our products or if they develop, market or recommend products or services that compete with our products, our business would be harmed.



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Implementation of Our Products by Large Customers May Be Complex and Customers Could Become Dissatisfied if
Implementation Proves Difficult, Costly or Time Consuming



Our products must integrate with many existing computer systems and software programs used by our customers. Integrating with many other computer systems and software programs can be complex, costly and time consuming, and can cause delays
in the deployment of our products for such customers. Customers could become dissatisfied with our products if implementations prove to be difficult, costly or time consuming, and this could negatively impact our ability to sell our products.



Our Business and Financial Performance Depends on Our Ability to Retain and
Attract Key Personnel



Our success depends largely on the
skills, experience and performance of the members of our senior management and other key personnel. We have recently had changes in our senior management, in particular within our sales organization. Several members of our senior management are
relatively new to Marimba, and our success will depend in part on the successful assimilation and performance of these individuals.



We may not be successful in attracting qualified senior management personnel or be able to attract, assimilate and retain other key personnel in the
future. None of our senior management or other key personnel in the U.S. is bound by an employment agreement. In addition, our future success will depend largely on our ability to continue attracting and retaining highly skilled personnel. Like
other companies in the software industry, we face competition for qualified personnel. If we lose senior management or key employees and are unable to replace them with qualified individuals, our business and operating results could be negatively
affected.



If Requirements Relating to Accounting Treatment For Employee
Stock Options Are Changed, We May Be Forced to Change Our Business Practices



We currently account for the issuance of stock options under APB Opinion No. 25, Accounting for Stock Issued to Employees. If proposals currently under consideration by administrative and governmental
authorities are adopted, we may be required to treat the value of the stock options granted to employees as a compensation expense. As a result, we could decide to decrease the number of employee stock options that we would grant. This could affect
our ability to retain existing employees and attract qualified candidates, and increase the cash compensation we would have to pay to them. In addition, such a change could have a negative effect on our earnings.



We Have a Long Sales Cycle and Our Products Require a Sophisticated Sales Effort



A customers decision to license our products
typically involves a significant commitment of resources and is influenced by the customers budget cycles and internal approval procedures for IT purchases. In addition, selling our products requires us to educate potential customers on our
products uses and benefits. As a result, our products have a long sales cycle, which can take over six months, and sales cycles have generally lengthened due to the economic slowdown. We face difficulty predicting the quarter in which sales to
expected customers may occur. The sale of our products is also subject to delays from the lengthy budgeting, approval and competitive evaluation processes of our customers that typically accompany significant capital expenditures. For example,
customers frequently begin by evaluating our products on a limited basis and devote time and resources to test our products before they decide whether to purchase a license for deployment. Customers may also defer orders as a result of anticipated
releases of new products or enhancements by our competitors or us.



Our products and services require a sophisticated sales effort targeted at senior management of our prospective customers. New hires require extensive training and typically take at least six months to achieve full productivity. There is no
assurance that new sales representatives will ultimately become productive. In prior quarters, a large portion of our license revenues has often resulted from contracts closed by just a few sales representatives. If we were to lose qualified and
productive sales personnel, our revenues could be adversely impacted.



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Protection of Our Intellectual Property Is Limited



We rely on a combination of patent, trademark, trade secret and copyright law and contractual restrictions to protect the
proprietary aspects of our technology. These legal protections afford only limited protection. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use our
proprietary information. Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets and to determine the validity and scope of the proprietary rights of others. To the extent that we have sufficient
resources to pursue such litigation, it could result in substantial costs and diversion of resources and could significantly harm our business and operating results. In addition, we sell our products internationally, and the laws of many
countries do not protect our proprietary rights as well as the laws of the United States.



We May Be Found to Infringe Proprietary Rights of Others



Other companies, including our competitors, may obtain patents or other proprietary rights that could prevent, limit or interfere with our ability to
make, use or license our products. As a result, we may be found to infringe the proprietary rights of others. Furthermore, companies in the software market are increasingly bringing suits alleging infringement of their proprietary rights,
particularly patent rights. We have been involved in two such patent infringement suits in the past.



We could incur substantial costs to defend any intellectual property litigation, and any such litigation could result in one or more of the following:



| |  | Our paying monetary damages, which could be tripled if the infringement is found to have been willful;
| | - | ------------------------------------------------------------------------------------------------------



| |  | The issuance of a preliminary or permanent injunction requiring us to stop selling one or more of our products in their current forms;
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| |  | Our having to redesign one or more of our products, which could be costly and time-consuming and could substantially delay shipments, assuming that a redesign is feasible;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Our having to reimburse the holder of the infringed intellectual property for some or all of its attorneys fees and costs;
| | - | ---------------------------------------------------------------------------------------------------------------------------



| |  | Our having to obtain from the holder licenses to its intellectual property, which licenses might not be made available to us on reasonable terms; or
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Our having to indemnify our customers against any losses they may incur due to the alleged infringement.
| | - | --------------------------------------------------------------------------------------------------------



In the event of a successful claim of infringement against us and our failure or inability to license the infringed
technology, our business and operating results would be significantly harmed. Regardless of the merits, these claims could be time-consuming and divert our managements attention from the operation of our business.



Our Operating Results and Financial Condition May be Materially Harmed if We Are Not
Successful At Expanding Internationally



We plan to
increase our international sales force and operations over the long term. Expanding internationally requires significant management attention and financial resources, and we may not generate sufficient revenues to cover these expenses. For any such
expansion, we will also need to, among other things, expand our international sales channel management and support organizations and develop relationships with international service providers and additional distributors and system integrators. In
addition, as international operations become a larger part of our business, we could encounter, on average, greater difficulty with collecting accounts receivable, longer sales cycles and collection periods, greater seasonal reductions in business
activity and increased tax rates. Furthermore, products may need to be localized or customized to meet the needs of local users, before they can be sold in certain foreign countries. Developing localized versions of our products for foreign markets
is difficult and could take longer than we anticipate.



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In addition, our international business activities are subject to a variety of risks, including the
adoption of or changes in laws, currency fluctuations and political and economic conditions that could restrict or eliminate our ability to conduct business in foreign jurisdictions. To date, we have not adopted a hedging program to protect us
against risks associated with foreign currency fluctuations.



Export clearances, and in some cases, import clearances must be obtained before our products can be distributed internationally. Current or new government laws and regulations, or the application of existing laws and regulations, could
expose us to significant liabilities, significantly slow our growth and seriously harm our business and operating results.



We Rely on Third-Party Software and Applications



We integrate third-party software and digital certificates as a component of our software. There are inherent limitations in the use and capabilities of
much of the technology that we license from third parties. As a result, we face a number of challenges in integrating these technologies into our products. We would be seriously impacted if the providers from whom we license software ceased to
deliver and support reliable products, enhance their current products or respond to emerging industry standards. In addition, the third-party software may not continue to be available to us on commercially reasonable terms or at all. The loss of, or
inability to maintain or obtain, this software could result in shipment delays or reductions. Furthermore, we might be forced to limit the features available in our current or future product offerings. Either alternative could seriously harm our
business and operating results.



Almost all of our products are
written in Java and require a Java virtual machine in order to operate. Vendors offering these Java virtual machines may not continue to make these implementations of the Java virtual machines available at commercially reasonable terms or at all.
Furthermore, if Sun Microsystems were to make significant changes to the Java language, if significant changes were to be made to Java virtual machine implementations of Sun Microsystems and other vendors or if they fail to correct defects and
limitations in these products, our ability to continue to improve and ship our products could be impaired. In the future, our customers may also require the ability to deploy our products on platforms for which technically acceptable Java
implementations either do not exist or are not available on commercially reasonable terms. Our customers may also use particular implementations of the Java virtual machines that may not be technically or commercially acceptable for integration into
our products.



Software Defects in Our Products Would Harm Our Business



Complex software products like ours often contain errors
or defects, including errors relating to security, particularly when first introduced or when new versions or enhancements are released. Our products extensively utilize digital certificates and other complex technology. Our use of this technology
has in the past and may in the future result in product behavior problems, which may not be anticipated by our customers or us. Defects or errors in our current or future products or in products comparable to ours could result in lost or delayed
revenues or harm to the reputation of our business, either of which would seriously harm our business and operating results.



We offer performance warranties with the purchase of a license for our software products. Such warranties typically require us to repair or replace a
defective or non-conforming product reported to us during the applicable warranty period, or if repairing or replacing the product is commercially impracticable, to return the license fees paid for the defective or non-conforming product. We do not
currently reserve for possible product returns. Because of this, any future product returns that require us to return amounts paid to us, especially from large customers or with respect to large transactions, could have a material adverse effect on
our business and operating results.



In addition, since many of
our customers use our products for business-critical applications, errors, defects or other performance problems could result in financial or other harm to our customers and could significantly impair their operations. Our customers could seek
damages for losses related to any of these issues. A product liability claim or warranty claim brought against us, even if not successful, would likely be time consuming and costly to defend and could adversely affect our marketing efforts.



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Our Stock Price Is Likely to Continue to be Volatile



The market price of our common stock has been and is likely to continue to
be volatile. The market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operating results, announcements of technological innovations, new products or new contracts by us or our
competitors, developments with respect to patents or proprietary rights and related litigation, other material litigation involving Marimba, changes in our management or other key employees, adoption of new accounting standards affecting the
software industry, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market price for the common stock of
technology companies. Furthermore, our common stock is thinly traded, which contributes significantly to the volatility of our stock price. Due to the low trading volume of our stock, stockholders may not be able to purchase or sell shares,
particularly large blocks of shares, as quickly and as inexpensively as if the trading volume were higher. Volatility in the price of our common stock may adversely affect its market price.



We May Have Difficulty Collecting Amounts Owed to Us



Certain of our existing and proposed customers have experienced
credit-related issues. Because a small number of customers account for a large portion of our revenue and cash flow in any given quarter, the credit-worthiness of our largest customers is critical to our business. At September 30, 2003, two
customers represented 21% and 12% of net accounts receivable, and at September 30, 2002, three customers represented 14%, 12%, and 10% of net accounts receivable. We wrote off $1.0 million in uncollectible accounts during fiscal 2002, which had been
previously reserved in 2001. We perform ongoing credit evaluations of customers, but do not generally require collateral. We grant credit terms to most customers ranging from 30 to 90 days, however in some instances we may provide longer payment
terms. Should we have more customers than we anticipate with liquidity issues, or if payment is not received on a timely basis, our business, operating results and general financial condition could be seriously harmed.



We Are Involved in a Securities Class Action Litigation and Are At Risk of Additional
Similar Litigation



We are a party to the securities class
action litigation described in Part II, Item 1Legal Matters of this report. We have agreed to a settlement with the plaintiffs in this action. However, the settlement is subject to several conditions, including a hearing on
fairness and approval by the court overseeing the litigation, and we cannot assure you that the settlement will be consummated. In the event the settlement is not consummated, the defense of this litigation may increase our expenses and divert our
managements attention and resources, and any unfavorable outcome could have a material adverse effect on our business and results of operations.



In addition, we may in the future be the target of other securities class actions or similar litigation.



We Must Respond to Rapid Technological Change and Evolving Industry Standards



The markets for our software change and configuration
management solutions are characterized by rapid technological change, frequent new product introductions and enhancements, uncertain product life cycles, changes in customer demands and evolving industry standards. New solutions based on new
technologies or new industry standards can quickly render existing solutions obsolete and unmarketable. Any delays in our ability to develop and release enhanced or new solutions could seriously harm our business and operating results. Our
technology is complex, and new products, enhancements and services can require long development and testing periods. Our failure to conform to prevailing standards could have a negative effect on our business and operating results.



We Face Risks Associated with Potential Acquisitions



We may make acquisitions in the future. Acquisitions of companies, products
or technologies entail numerous risks, including an inability to successfully assimilate acquired operations and products, diversion of managements attention, loss of key employees of acquired companies and substantial transaction costs. Some
of the products acquired may require significant additional development before they can be marketed and may not generate revenue



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at anticipated levels. Moreover, future acquisitions by us may result in dilutive issuances of equity securities, the use of a substantial portion of our
cash and investment balances, the incurrence of additional debt, large one-time write-offs and the creation of goodwill or other intangible assets that could result in significant impairment charges or amortization expense. Any of these problems or
factors could seriously harm our business, financial condition and operating results.



Provisions in Our Charter Documents and in Delaware Law May Discourage or Delay Potential Acquisition Bids for Marimba and Prevent Changes in Our Management



Our charter documents authorize us to issue shares of preferred stock with rights, preferences and privileges designated by
our Board of Directors, without further stockholder approval. While this provides desirable flexibility in connection with possible acquisitions and other corporate purposes, any issued preferred stock could have the effect of delaying, deferring or
preventing a change in control of our company. As a result, the market price of our common stock and the voting and other rights of the holders of our common stock may be adversely affected. The issuance of preferred stock may result in the loss of
voting control to others.



In addition, provisions in our
charter documents eliminate the right of stockholders to act by written consent without a meeting and limit the right of stockholders to call, and present items of business at, a special meeting of stockholders. These provisions are intended to
increase the likelihood of continuity and stability in the composition of our Board of Directors and in the policies set by the Board. These provisions also discourage certain types of transactions that may involve an actual or threatened change of
control transaction, and are designed to reduce our vulnerability to an unsolicited acquisition proposal. As a result, these provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction.
These provisions are also intended to discourage certain tactics that may be used in proxy fights. However, they could have the effect of discouraging others from making tender offers for outstanding shares of our stock, and may prevent the market
price of our common stock from reflecting the effects of actual or rumored takeover attempts. These provisions may also have the effect of preventing changes in the management of our company.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We are generally subject to market risks associated with changes in interest rates and foreign currency exchange rates. A brief summary of these risks
follows below. For more information, please see our annual report on Form 10-K. We believe there have been no significant changes in our market risk exposure during the three and nine months ended September 30, 2003 as compared to what was
previously disclosed in our Form 10-K for the year ended December 31, 2002.



Interest Rate Sensitivity



Our interest income
is sensitive to changes in the general level of U.S. interest rates, particularly since the majority of our investments are in short-term instruments. Our investment policy requires us to invest funds in excess of current operating requirements in:



| |  | obligations of the U.S. government and its agencies;
| | - | ----------------------------------------------------



| |  | investment grade state and local government obligations;
| | - | --------------------------------------------------------



| |  | securities of U.S. corporations that, when purchased, are rated A1 or AA by Standard and Poors or the Moodys equivalent; and
| | - | ------------------------------------------------------------------------------------------------------------------------------



| |  | money market funds, deposits or notes issued or guaranteed by U.S. and non-U.S. commercial banks meeting particular credit rating and net worth requirements with maturities of less
than two years.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Exchange Rate Sensitivity



We develop products in the United States, and sell our products and services
primarily in North America, Europe and Asia. As a result, our financial results could be affected by various factors, including changes in foreign currency exchange rates or weak economic conditions in foreign markets. Portions of our sales are
currently transacted in British Pounds and Euros, thereby potentially affecting our financial position, results of operations and cash flows due to fluctuations in exchange rates. Near-term changes in exchange rates may have a material impact on our
future revenues, earnings, fair values or cash flows. To date, we have not engaged in foreign currency hedging transactions. There can be no assurance that a sudden and significant change in the value of the British Pound or Euro would not seriously
harm our financial condition and results of operations.



ITEM 4. CONTROLS AND PROCEDURES



Evaluation of
Disclosure Controls and Procedures



The SEC defines the
term disclosure controls and procedures to mean a companys controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Our chief executive officer and our chief financial officer, based on their evaluation of our disclosure controls and
procedures as of the end of the quarterly period covered by this report, concluded that our disclosure controls and procedures were effective for this purpose.



Changes in Internal Controls Over Financial Reporting



Internal control over financial reporting consists of control processes designed to provide assurance regarding the reliability of financial reporting and
the preparation of our financial statements in accordance with GAAP. To the extent that components of our internal control over financial reporting are included in our disclosure controls, they are included in the scope of the evaluation by our
chief executive officer and chief financial officer referenced above. There were no significant changes in our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



Beginning in April 2001, a number of substantially identical class action complaints alleging violations of the federal securities laws were filed in the United States District Court for the Southern District of New York naming Marimba,
Inc., certain of its officers and directors, and certain underwriters of the companys initial public offering (Morgan Stanley & Co., Inc., Credit Suisse First Boston Corp. and Bear Stearns & Co., Inc.) as defendants. The complaints
have since been consolidated into a single action, and a consolidated amended complaint was filed in April 2002. The complaint alleges, among other things, that the underwriters of our initial public offering violated the securities laws by failing
to disclose certain alleged compensation and tie-in arrangements (such as undisclosed commissions or stock stabilization practices) in the registration statement filed in connection with the offering. Marimba and certain of its officers and
directors were named in the complaint pursuant to Section 11 of the Securities Act of 1933, and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. The complaint seeks unspecified damages, attorney and expert fees, and other
unspecified litigation costs. Similar complaints have been filed against over 300 other issuers that had initial public offerings since 1998 and all such actions have been included in a single coordinated proceeding. In July 2002, the defendants in
the consolidated actions filed motions to dismiss all of the cases in the litigation (including the case involving Marimba). On February 19, 2003, the court ruled on the motions and granted Marimbas motion to dismiss the claims against it
under Section 10(b) and Rule 10b-5. The motions to dismiss the claims under Section 11 were denied as to virtually all of the defendants in the consolidated cases, including Marimba. In addition, the Marimba individual defendants in the litigation
each signed a tolling agreement and were dismissed from the action without prejudice on October 9, 2002. On June 30, 2003, a special committee of our Board of Directors conditionally approved a proposed partial settlement with the plaintiffs in this
matter. The settlement would provide, among other things, a release of Marimba and Marimbas individual defendants for the conduct alleged in the action to be wrongful. Marimba would agree to undertake other responsibilities under the partial
settlement, including agreeing to assign away, not assert and release certain potential claims Marimba may have against its underwriters. Any direct financial impact of the proposed settlement is expected to be borne by Marimbas insurers. The
special committee agreed to approve the settlement subject to a number of conditions, including the participation of a substantial number of other issuer defendants in the proposed settlement, the consent of Marimbas insurers to the
settlement, and the completion of acceptable final settlement documentation. Furthermore, the settlement is subject to a hearing on fairness and approval by the court overseeing the litigation. In the event the settlement is not consummated, the
defense of the litigation may increase our expenses and divert our managements attention and resources. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of the litigation, and any unfavorable
outcome could have a material adverse impact on our business, financial condition and operating results.



ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS



None.



ITEM 3. DEFAULT UPON SENIOR SECURITIES



None.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



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ITEM 5. OTHER INFORMATION



Effective July 11, 2003, Todd D. Riesterer resigned as Vice President, Corporate Services of Marimba.



Effective August 11, 2003, Stephen E. Recht was appointed as a director of Marimba.



Effective September 17, 2003, Stratton D. Sclavos resigned as a director of Marimba.



Effective September 17, 2003, Anthony Zingale resigned as a director of
Marimba.



Effective October 8, 2003, John R. Harding was
appointed as a director of Marimba.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|(a) | Exhibits.
|--- | ---------



The exhibits listed in the Exhibit Index appearing at the end of this Form 10-Q are filed as part of this report.



|(b) | Reports on Form 8-K.
|--- | --------------------



On July 29, 2003, we furnished a report on Form 8-K to report under Item 12 regarding our issuance of a press release announcing our financial results for
the quarter ended June 30, 2003 and the holding of a conference call regarding those financial results.



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SIGNATURE



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                       |  |  |  | MARIMBA, INC.
|---------------------- |  |  |  | -------------
|                       |  |  | 
|Date: October 28, 2003 |  |  |  | By:          
|                       |  |  |  |              



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EXHIBIT INDEX



|Exhibit Number |  | Description                                                                      
|-------------- |  | ---------------------------------------------------------------------------------
|               | 
|31.1           |  | Section 302 Certification of Principal Executive Officer.                        
|               | 
|31.2           |  | Section 302 Certification of Principal Financial Officer.                        
|               | 
|32.1           |  | Section 906 Certification of Chief Executive Officer and President.              
|               | 
|32.2           |  | Section 906 Certification of Vice President, Finance and Chief Financial Officer.