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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q

(Mark One)



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

For the Quarterly Period Ended: December 31, 2008



| ̈ | 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 1-33312





SALARY.COM, INC.

(Exact Name of
Registrant as Specified in its Charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                      |  | 04-3465241                         
|(State or Other Jurisdiction ofIncorporation or Organization) |  | (I.R.S. EmployerIdentification No.)

195 West Street, Waltham, Massachusetts 02451

(Address of Principal Executive Offices, Including Zip Code)

(781) 464-7300

(Registrants Telephone Number, Including Area Code)

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 a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                           |  |                      |  |                                              |  |                             
|-------------------------- |  | -------------------- |  | -------------------------------------------- |  | ----------------------------
|Large Accelerated Filer   ̈ |  | Accelerated Filer  x |  | Non-Accelerated Filer   ̈                     |  | Smaller reporting company   ̈
|                           |  |                      |  | (Do not check if a smallerreporting company) |  |                             

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

YES   ̈    NO  x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the
latest practicable date.



|                                         |  |                                
|---------------------------------------- |  | -------------------------------
|Common Stock, par value $.0001 per share |  | 16,793,397 shares              
|Class                                    |  | Outstanding at February 1, 2009









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##### Table of Contents

SALARY.COM, INC. AND SUBSIDIARIES

INDEX



|                                |  |                                                                                                          |  |     
|------------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | ----
|                                |  |                                                                                                          |  | Page
|Part I. - Financial Information |  |                                                                                                         
|                                |  |                                                                                                         
|Item 1.                         |  | Financial Statements                                                                                     |  |     
|                                |  |                                                                                                         
|                                |  | Consolidated Balance Sheets-December 31, 2008 (unaudited) and March 31, 2008                             |  | 3   
|                                |  |                                                                                                         
|                                |  | Consolidated Statements of Operations-Three and Nine Months Ended December 31, 2008 and 2007
(unaudited) |  | 4   
|                                |  |                                                                                                         
|                                |  | Consolidated Statement of Changes in Stockholders EquityNine Months Ended December 31, 2008 (unaudited) |  | 5   
|                                |  |                                                                                                         
|                                |  | Consolidated Statements of Cash Flows Nine Months Ended December 31, 2008 and 2007
(unaudited)          |  | 6   
|                                |  |                                                                                                         
|                                |  | Notes to the Unaudited Consolidated Financial Statements                                                 |  | 7   
|                                |  |                                                                                                         
|Item 2.                         |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                    |  | 26  
|                                |  |                                                                                                         
|Item 3.                         |  | Quantitative and Qualitative Disclosures About Market Risk                                               |  | 38  
|                                |  |                                                                                                         
|Item 4.                         |  | Controls and Procedures                                                                                  |  | 38  
|                                | 
|Part II. - Other Information    |  |                                                                                                         
|                                |  |                                                                                                         
|Item 1.                         |  | Legal Proceedings                                                                                        |  | 39  
|                                |  |                                                                                                         
|Item 1A.                        |  | Risk Factors                                                                                             |  | 39  
|                                |  |                                                                                                         
|Item 2.                         |  | Unregistered Sales of Equity Securities and Use of Proceeds                                              |  | 41  
|                                |  |                                                                                                         
|Item 5.                         |  | Other Information                                                                                        |  | 42  
|                                |  |                                                                                                         
|Item 6.                         |  | Exhibits                                                                                                 |  | 42  
|                                | 
|Signatures                      |  | 43                                                                                                      



2



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##### Table of Contents

PART I.

FINANCIAL INFORMATION



|Item 1. | Financial Statements:
|------- | ---------------------

SALARY.COM, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)



|                                                                                                                                                                   |  |                  |         |   |               |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- | ------- | - | ------------- | - | ------- | -
|                                                                                                                                                                   |  | December 31,2008 |         |   | March 31,2008 |  
|                                                                                                                                                                   |  | (unaudited)      |         |   |               |  
|Assets                                                                                                                                                             |  |                  |         |   |               |   |         |  
|Current assets:                                                                                                                                                    |  |                  |         |   |               |   |         |  
|Cash and cash equivalents                                                                                                                                          |  | $                | 23,474  |   |               | $ | 37,727  |  
|Accounts receivable, less allowance for doubtful accounts of $155 and $247, at December 31, 2008 and March 31, 2008, respectively                                  |  |                  | 7,470   |   |               |   | 4,734   |  
|Prepaid expenses and other current assets                                                                                                                          |  |                  | 2,030   |   |               |   | 1,922   |  
|                                                                                                                                                                   |  |                  |         |   |               |   |         |  
|Total currents assets before funds held for clients                                                                                                                |  |                  | 32,974  |   |               |   | 44,383  |  
|Funds held for clients                                                                                                                                             |  |                  | 11,561  |   |               |   |        |  
|                                                                                                                                                                   |  |                  |         |   |               |   |         |  
|Total current assets                                                                                                                                               |  |                  | 44,535  |   |               |   | 44,383  |  
|                                                                                                                                                                   |  |                  |         |   |               |   |         |  
|Property, equipment and software, net                                                                                                                              |  |                  | 3,007   |   |               |   | 1,566   |  
|Amortizable intangible assets, net                                                                                                                                 |  |                  | 17,270  |   |               |   | 9,082   |  
|Other intangible assets                                                                                                                                            |  |                  | 1,039   |   |               |   | 460     |  
|Goodwill                                                                                                                                                           |  |                  | 14,691  |   |               |   | 9,549   |  
|Restricted cash                                                                                                                                                    |  |                  | 1,122   |   |               |   | 739     |  
|Other assets                                                                                                                                                       |  |                  | 604     |   |               |   | 430     |  
|                                                                                                                                                                   |  |                  |         |   |               |   |         |  
|Total assets                                                                                                                                                       |  | $                | 82,268  |   |               | $ | 66,209  |  
|                                                                                                                                                                   |  |                  |         |   |               |   |         |  
|Liabilities and Stockholders Equity                                                                                                                               |  |                  |         |   |               |   |         |  
|Current liabilities:                                                                                                                                               |  |                  |         |   |               |   |         |  
|Accounts payable                                                                                                                                                   |  | $                | 2,404   |   |               | $ | 1,961   |  
|Accrued compensation                                                                                                                                               |  |                  | 938     |   |               |   | 2,720   |  
|Accrued expenses and other current liabilities                                                                                                                     |  |                  | 3,419   |   |               |   | 3,146   |  
|Revolving credit facility                                                                                                                                          |  |                  | 7,300   |   |               |   |        |  
|Deferred revenue, current portion                                                                                                                                  |  |                  | 25,317  |   |               |   | 20,523  |  
|                                                                                                                                                                   |  |                  |         |   |               |   |         |  
|Total current liabilities before client funds obligations                                                                                                          |  |                  | 39,378  |   |               |   | 28,350  |  
|Client funds obligations                                                                                                                                           |  |                  | 11,561  |   |               |   |        |  
|                                                                                                                                                                   |  |                  |         |   |               |   |         |  
|Total current liabilities                                                                                                                                          |  |                  | 50,939  |   |               |   | 28,350  |  
|                                                                                                                                                                   |  |                  |         |   |               |   |         |  
|Deferred revenue, less current portion                                                                                                                             |  |                  | 1,986   |   |               |   | 1,510   |  
|Other long-term liabilities                                                                                                                                        |  |                  | 1,785   |   |               |   | 181     |  
|                                                                                                                                                                   |  |                  |         |   |               |   |         |  
|Total liabilities                                                                                                                                                  |  |                  | 54,710  |   |               |   | 30,041  |  
|                                                                                                                                                                   |  |                  |         |   |               |   |         |  
|Commitments and contingencies (Note 6)                                                                                                                             |  |                  |        |   |               |   |        |  
|Stockholders equity:                                                                                                                                              |  |                  |         |   |               |   |         |  
|Preferred stock, $.0001 par value; 5,000,000 shares authorized; none issued or outstanding                                                                         |  |                  |        |   |               |   |        |  
|Common stock, $.0001 par value; 100,000,000 shares authorized; 15,835,857 issued and outstanding at December 31, 2008 and 14,452,999
outstanding at March 31, 2008 |  |                  | 2       |   |               |   | 1       |  
|Additional paid-in capital                                                                                                                                         |  |                  | 86,212  |   |               |   | 76,166  |  
|Accumulated deficit                                                                                                                                                |  |                  | (57,622 | ) |               |   | (39,994 | )
|Accumulated other comprehensive loss                                                                                                                               |  |                  | (1,034  | ) |               |   | (5      | )
|                                                                                                                                                                   |  |                  |         |   |               |   |         |  
|Total stockholders equity                                                                                                                                         |  |                  | 27,558  |   |               |   | 36,168  |  
|                                                                                                                                                                   |  |                  |         |   |               |   |         |  
|Total liabilities and stockholders equity                                                                                                                         |  | $                | 82,268  |   |               | $ | 66,209  |  
|                                                                                                                                                                   |  |                  |         |   |               |   |         |  

See accompanying notes to the unaudited consolidated financial statements.



3



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SALARY.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts, unaudited)



|                                                        |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|------------------------------------------------------- |  | ------------------------------ | ------ | - | ----------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------ | -
|                                                        |  | Three Months EndedDecember 31, |        |   | Nine Months EndedDecember 31, |  
|                                                        |  | 2008                           |        |   | 2007                          |   |        | 2008 |  |   | 2007    |  
|Revenue:                                                |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Subscription revenues                                   |  | $                              | 10,267 |   |                               | $ | 8,505  |      |  | $ | 29,115  |   |  | $ | 23,044 |  
|Advertising revenues                                    |  |                                | 735    |   |                               |   | 681    |      |  |   | 2,048   |   |  |   | 2,149  |  
|                                                        |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Total revenues                                          |  |                                | 11,002 |   |                               |   | 9,186  |      |  |   | 31,163  |   |  |   | 25,193 |  
|Cost of revenues                                        |  |                                | 2,961  |   |                               |   | 2,208  |      |  |   | 9,333   |   |  |   | 5,714  |  
|                                                        |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Gross profit                                            |  |                                | 8,041  |   |                               |   | 6,978  |      |  |   | 21,830  |   |  |   | 19,479 |  
|                                                        |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Operating expenses:                                     |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Research and development                                |  |                                | 2,211  |   |                               |   | 1,368  |      |  |   | 6,317   |   |  |   | 3,478  |  
|Sales and marketing                                     |  |                                | 6,715  |   |                               |   | 5,242  |      |  |   | 20,357  |   |  |   | 13,568 |  
|General and administrative                              |  |                                | 3,749  |   |                               |   | 3,598  |      |  |   | 11,726  |   |  |   | 10,144 |  
|Amortization of intangible assets                       |  |                                | 495    |   |                               |   | 321    |      |  |   | 1,288   |   |  |   | 736    |  
|                                                        |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Total operating expenses                                |  |                                | 13,170 |   |                               |   | 10,529 |      |  |   | 39,688  |   |  |   | 27,926 |  
|                                                        |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Loss from operations                                    |  |                                | (5,129 | ) |                               |   | (3,551 | )    |  |   | (17,858 | ) |  |   | (8,447 | )
|                                                        |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Other income (expense), net:                            |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Interest income                                         |  |                                | 61     |   |                               |   | 495    |      |  |   | 518     |   |  |   | 1,570  |  
|Other income (expense)                                  |  |                                | (52    | ) |                               |   | 21     |      |  |   | (109    | ) |  |   | 56     |  
|                                                        |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Total other income, net                                 |  |                                | 9      |   |                               |   | 516    |      |  |   | 409     |   |  |   | 1,626  |  
|                                                        |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Loss before provision for income taxes                  |  |                                | (5,120 | ) |                               |   | (3,035 | )    |  |   | (17,449 | ) |  |   | (6,821 | )
|Provision for income taxes                              |  |                                | 36     |   |                               |   | 49     |      |  |   | 179     |   |  |   | 139    |  
|                                                        |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Net loss                                                |  | $                              | (5,156 | ) |                               | $ | (3,084 | )    |  | $ | (17,628 | ) |  | $ | (6,960 | )
|                                                        |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Net loss per share - basic and diluted                  |  | $                              | (0.33  | ) |                               | $ | (0.22  | )    |  | $ | (1.17   | ) |  | $ | (0.51  | )
|                                                        |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Weighted average shares outstanding - basic and diluted |  |                                | 15,643 |   |                               |   | 13,976 |      |  |   | 15,130  |   |  |   | 13,648 |  
|                                                        |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  

See accompanying notes to the unaudited consolidated financial statements.



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SALARY.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

(in thousands, except share data, unaudited)



|                                                                 |  |              |   |                          |        |   |                    |   |        |                                   |  |   |                          |   |  |   |        |   |  |   |         |  
|---------------------------------------------------------------- |  | ------------ | - | ------------------------ | ------ | - | ------------------ | - | ------ | --------------------------------- |  | - | ------------------------ | - |  | - | ------ | - |  | - | ------- | -
|                                                                 |  | Common Stock |   | AdditionalPaid-InCapital |        |   | AccumulatedDeficit |   |        | AccumulatedOtherComprehensiveLoss |  |   | TotalStockholdersEquity |  
|                                                                 |  | Shares       |   |                          | Amount |   |                    |   |       
|Balance at March 31, 2008                                        |  | 14,452,999   |   |                          | $      | 1 |                    | $ | 76,166 |                                   |  | $ | (39,994                  | ) |  | $ | (5     | ) |  | $ | 36,168  |  
|Issuance of common stock for option and warrant exercises        |  | 56,912       |   |                          |        |  |                    |   | 15     |                                   |  |   |                         |   |  |   |       |   |  |   | 15      |  
|Vesting of restricted stock awards                               |  | 462,657      |   |                          |        | 1 |                    |   | (171   | )                                 |  |   |                         |   |  |   |       |   |  |   | (170    | )
|Vesting of early exercise stock options                          |  | 278,033      |   |                          |        |  |                    |   | 150    |                                   |  |   |                         |   |  |   |       |   |  |   | 150     |  
|Issuance of common stock for bonuses and incentive awards        |  | 373,734      |   |                          |        |  |                    |   | 1,724  |                                   |  |   |                         |   |  |   |       |   |  |   | 1,724   |  
|Issuance of common stock for Board of Director fees              |  | 67,312       |   |                          |        |  |                    |   | 278    |                                   |  |   |                         |   |  |   |       |   |  |   | 278     |  
|Issuance of stock for consulting fees                            |  | 52,521       |   |                          |        |  |                    |   | 250    |                                   |  |   |                         |   |  |   |       |   |  |   | 250     |  
|Issuance of common stock for the employee stock purchase plan    |  | 43,748       |   |                          |        |  |                    |   | 197    |                                   |  |   |                         |   |  |   |       |   |  |   | 197     |  
|Issuance of stock for contingent payment as part of acquisitions |  | 73,154       |   |                          |        |  |                    |   | 234    |                                   |  |   |                         |   |  |   |       |   |  |   | 234     |  
|Repurchase of common stock                                       |  | (25,213      | ) |                          |        |  |                    |   | (38    | )                                 |  |   |                          |   |  |   |        |   |  |   | (38     | )
|Options assumed as part of acquisitions                          |  |             |   |                          |        |  |                    |   | 1,111  |                                   |  |   |                         |   |  |   |       |   |  |   | 1,111   |  
|Severance payments to be settled in common stock                 |  |             |   |                          |        |  |                    |   | 154    |                                   |  |   |                         |   |  |   |       |   |  |   | 154     |  
|Stock-based compensation expense                                 |  |             |   |                          |        |  |                    |   | 6,142  |                                   |  |   |                         |   |  |   |       |   |  |   | 6,142   |  
|Conprehensive loss:                                              |  |              |   |                          |        |  |                    |   |        |                                   |  |   |                          |   |  |   |        |   |  |   |         |  
|Cumulative translation adjustment                                |  |             |   |                          |        |  |                    |   |       |                                   |  |   |                         |   |  |   | (1,029 | ) |  |   | (1,029  | )
|Net loss                                                         |  |             |   |                          |        |  |                    |   |       |                                   |  |   | (17,628                  | ) |  |   |       |   |  |   | (17,628 | )
|                                                                 |  |              |   |                          |        |   |                    |   |        |                                   |  |   |                          |   |  |   |        |   |  |   |         |  
|Comprehensive loss                                               |  |             |   |                          |        |  |                    |   |       |                                   |  |   |                         |   |  |   |       |   |  |   | (18,657 | )
|                                                                 |  |              |   |                          |        |   |                    |   |        |                                   |  |   |                          |   |  |   |        |   |  |   |         |  
|Balance at December 31, 2008                                     |  | 15,835,857   |   |                          | $      | 2 |                    | $ | 86,212 |                                   |  | $ | (57,622                  | ) |  | $ | (1,034 | ) |  | $ | 27,558  |  
|                                                                 |  |              |   |                          |        |   |                    |   |        |                                   |  |   |                          |   |  |   |        |   |  |   |         |  

See accompanying notes to the unaudited consolidated financial statements.



5



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SALARY.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)



|                                                                                          |  |                               |         |   |      |   |         |  
|----------------------------------------------------------------------------------------- |  | ----------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                          |  | Nine months endedDecember 31, |        
|                                                                                          |  | 2008                          |         |   | 2007 |  
|Cash flows from operating activities:                                                     |  |                               |         |   |      |   |         |  
|Net loss                                                                                  |  | $                             | (17,628 | ) |      | $ | (6,960  | )
|Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |  |                               |         |   |      |   |         |  
|Depreciation and amortization of property, equipment and software                         |  |                               | 926     |   |      |   | 809     |  
|Amortization of intangible assets                                                         |  |                               | 2,513   |   |      |   | 1,043   |  
|Stock-based compensation                                                                  |  |                               | 6,142   |   |      |   | 3,476   |  
|Board of directors fees paid in common stock                                              |  |                               | 278     |   |      |   |        |  
|Consulting fees paid in common stock                                                      |  |                               | 250     |   |      |   |        |  
|Legal settlement paid in common stock                                                     |  |                               |        |   |      |   | 237     |  
|(Reduction in) provision for doubtful accounts                                            |  |                               | (132    | ) |      |   | 76      |  
|Changes in operating assets and liabilities, net of acquisition:                          |  |                               |         |   |      |   |         |  
|(Increase) decrease in:                                                                   |  |                               |         |   |      |   |         |  
|Accounts receivable                                                                       |  |                               | (1,440  | ) |      |   | (1,229  | )
|Prepaid expenses and other current assets                                                 |  |                               | 10      |   |      |   | 372     |  
|Other assets                                                                              |  |                               | (538    | ) |      |   | 15      |  
|Increase (decrease) in:                                                                   |  |                               |         |   |      |   |         |  
|Accounts payable                                                                          |  |                               | 3       |   |      |   | 232     |  
|Accrued expense and other current liabilities                                             |  |                               | (120    | ) |      |   | 2,869   |  
|Other long-term liabilities                                                               |  |                               | (8      | ) |      |   | 119     |  
|Deferred revenue                                                                          |  |                               | 2,940   |   |      |   | 4,353   |  
|                                                                                          |  |                               |         |   |      |   |         |  
|Net cash (used in) provided by operating activities                                       |  |                               | (6,804  | ) |      |   | 5,412   |  
|                                                                                          |  |                               |         |   |      |   |         |  
|Cash flows from investing activities:                                                     |  |                               |         |   |      |   |         |  
|Cash paid for acquisition of businesses, net of cash acquired                             |  |                               | (12,661 | ) |      |   | (15,667 | )
|Cash paid for acquisition of data                                                         |  |                               | (23     | ) |      |   | (2,350  | )
|Cash paid for other intangible assets                                                     |  |                               | (9      | ) |      |   | (33     | )
|Increase in restricted cash                                                               |  |                               | (383    | ) |      |   | (731    | )
|Purchases of property and equipment                                                       |  |                               | (1,533  | ) |      |   | (216    | )
|Capitalization of software development costs                                              |  |                               | (97     | ) |      |   | (282    | )
|Net increase in assets held to satisfy client fund obligations                            |  |                               | (7,509  | ) |      |   |        |  
|                                                                                          |  |                               |         |   |      |   |         |  
|Net cash used in investing activities                                                     |  |                               | (22,215 | ) |      |   | (19,279 | )
|                                                                                          |  |                               |         |   |      |   |         |  
|Cash flows from financing activities:                                                     |  |                               |         |   |      |   |         |  
|Proceeds from revolving credit facility                                                   |  |                               | 7,300   |   |      |   |        |  
|Repayments of notes payable                                                               |  |                               | (129    | ) |      |   |        |  
|Proceeds from the issuance of common stock                                                |  |                               | 212     |   |      |   | 496     |  
|Repurchase of unvested exercised stock options                                            |  |                               | (32     | ) |      |   | (32     | )
|Repurchase of common stock                                                                |  |                               | (38     | ) |      |   |        |  
|Net increase in client funds obligations                                                  |  |                               | 7,509   |   |      |   |        |  
|                                                                                          |  |                               |         |   |      |   |         |  
|Net cash provided by financing activities                                                 |  |                               | 14,822  |   |      |   | 464     |  
|                                                                                          |  |                               |         |   |      |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                              |  |                               | (56     | ) |      |   | (3      | )
|                                                                                          |  |                               |         |   |      |   |         |  
|Net decrease in cash and cash equivalents                                                 |  |                               | (14,253 | ) |      |   | (13,406 | )
|Cash and cash equivalents, beginning of period                                            |  |                               | 37,727  |   |      |   | 49,016  |  
|                                                                                          |  |                               |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                                  |  | $                             | 23,474  |   |      | $ | 35,610  |  
|                                                                                          |  |                               |         |   |      |   |         |  

See accompanying notes to the unaudited consolidated financial statements.



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SALARY.COM, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS

Salary.com, Inc. (the Company) is a leading
provider of on-demand human resource management systems (HRMS)/payroll compensation, performance management and competency management solutions in the human capital software-as-a-service (SaaS) market. The Companys
software, services and proprietary content help businesses and individuals manage pay and performance, as well as automate, streamline and optimize critical talent management processes. The Companys products include: CompAnalyst®, a suite of on-demand compensation management applications that integrates the Companys data, third-party survey data and a customers own pay data with a complete analytics
offering; TalentManager®, the Companys employee lifecycle performance management software suite which helps businesses automate performance reviews, streamline compensation planning,
perform succession planning, and link employee pay to performance; and IPAS®, a global compensation technology survey with coverage of technology jobs from clerk to chief executive officer
in more than 70 countries. The Company also offers one of the largest libraries of leadership and job-specific competencies and a leading job-competency model to manage competencies by position. The Company was incorporated in Delaware in 1999 and
its principal operations are located in Waltham, Massachusetts. Since December of 2006, the Company has operated a facility in Shanghai, China, primarily for research and development activities. In August 2008, the Company acquired InfoBasis
limited, a competency-based, learning and development software company, located in Abingdon, United Kingdom. On December 17, 2008, the Company acquired Genesys Software Systems, Inc., a leading provider of on-demand HRMS, benefits and payroll
services. The Company conducts its business primarily in the United States, however, it expects to continue to expand its international business in the future.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company include, in the opinion of management, all adjustments (consisting of normal
and recurring adjustments) necessary for a fair statement of the Companys financial position, results of operations and cash flows at the dates and for the periods indicated. Results of operations for interim periods are not necessarily
indicative of those to be achieved for full fiscal years.

Pursuant to accounting requirements of the Securities and Exchange Commission
(SEC) applicable to quarterly reports on Form 10-Q, the accompanying unaudited consolidated financial statements and these notes do not include all disclosures required by generally accepted accounting principles (GAAP) in
the United States of America for complete financial statements. Accordingly, these statements should be read in conjunction with the financial statements included in the Companys Annual Report on Form 10-K for the fiscal year ended
March 31, 2008.

Reclassifications

Certain reclassifications of prior year balances have been made to conform to current year presentations.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates
these estimates and judgments, including those related to revenue recognition, valuation of long-lived assets, intangible assets and goodwill, acquisition accounting, income taxes, allowance for doubtful accounts, stock-based compensation and
capitalization of software development costs eligible for capitalization. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the
circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are
subject to an inherent degree of uncertainty. Actual results could differ from those estimates.



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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and
balances have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with maturities of three months or less at the time of purchase to be cash equivalents. The Company invests its excess cash in money market accounts and
overnight repurchase agreements. These investments, which are currently invested in money market funds that hold only United States Government securities, are subject to minimal credit and market risks.

Valuation of Goodwill and Intangible Assets

The Company accounts for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142). Under SFAS 142, goodwill and
certain other intangible assets with indefinite lives are no longer amortized, but instead are reviewed for impairment annually or more frequently if impairment indicators arise. The Company reviews the carrying value of its goodwill by comparing
the carrying value of the related business component to its estimated fair value. The fair value is based on managements estimate of the future discounted cash flows to be generated by the respective business component. Changes in the
underlying business could affect these estimates, which in turn could affect the recoverability of goodwill. If goodwill becomes impaired, some or all of the goodwill could be written off as a charge to operations. No circumstances arose during the
three months ended December 31, 2008 which would indicate that the carrying value of goodwill has become impaired. Intangible assets subject to amortization are amortized on a straight-line basis over their estimated useful lives or contract
periods, as applicable.

The estimation of the fair values of goodwill and the reporting units to which it pertains requires the use of
discounted cash flow valuation models. Those models require estimates of future revenue, profits, capital expenditures and working capital for each unit. These estimates will be determined by evaluating historical trends, current budgets, operating
plans and industry data. Determining the fair value of reporting units and goodwill includes significant judgment by management and different judgments could yield different results.

Valuation of identifiable intangible assets acquired in business combinations.

In connection
with the Companys acquisitions, it assesses and formulates a plan related to the future integration of the acquired entity. This process begins during the due diligence process and is concluded within twelve months of the acquisition.
Identifiable intangible assets consist primarily of non-compete agreements, customer relationships, trademarks and acquired technology. Such intangible assets arise from the allocation of the purchase price of businesses acquired to identifiable
intangible assets based on their respective fair market values in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations (SFAS 141). Amounts assigned to such identifiable
intangible assets are primarily based on independent appraisals using established valuation techniques and management estimates. Adjustments to these estimates are made during the acquisition allocation period, which is generally up to twelve months
from the acquisition date as plans are finalized.

Software Development Costs

The Company capitalizes certain internal software development costs under the provisions of Statement of Position No. 98-1, Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use (SOP 98-1). SOP 98-1 requires computer software costs associated with internal use software to be charged to operations as incurred until certain capitalization
criteria are met.



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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



The Company incurs software development costs related to its applications developed for subscription
services and for management information systems. Costs are incurred in three stages of development: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project
stage and the post-implementation stage are expensed as incurred. Certain qualifying costs incurred during the application development stage are capitalized as property, equipment and software. These costs generally consist of internal labor during
configuration, coding, and testing activities. Capitalization begins when the preliminary project stage is complete, management with the relevant authority authorizes and commits to the funding of the software project, it is probable that the
project will be completed, the software will be used to perform the function intended and technical feasibility has been determined. These costs are amortized using the straight-line method over the estimated useful life of the software, which is
generally three years. All other development costs are expensed as incurred.



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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Revenue Recognition

The Company derives its revenues from subscription fees and, to a lesser extent, through advertising on its website and syndication fees. Subscription revenues are comprised primarily of subscription fees from
enterprise and small business customers who pay a bundled fee for the Companys on-demand software applications and data products and implementation services related to the Companys subscription products, as well as syndication fees from
the Companys website partners and premium membership subscriptions sold primarily to individuals. To a lesser extent, subscription revenues also include fees for discrete professional services which are not bundled with the Companys
subscription products, revenues from sales of job competency models and related implementation and consulting services, revenues from sales of payroll perpetual licenses, maintenance and hosting services including related implementation and
consulting services, and revenue from the sale of the Companys Compensation Market Study and Salary.com Survey products, which are not sold on a subscription basis. These discrete professional services generally represent stand-alone
compensation related to consulting and benchmarking of specific jobs. The Company follows the provisions of SEC Staff Accounting Bulletin (SAB) No. 101 Revenue Recognition in the Financial Statements,as amended by
SAB No. 104,Revenue Recognition. Revenue is recognized when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the
amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of fees from the customer is probable.

Subscription revenue is recognized ratably over the contract period. Customers are generally billed for the subscription on an annual basis. For all customers, regardless of their billing method, subscription revenue is initially recorded
as deferred revenue in the accompanying balance sheets. As services are performed, the Company recognizes subscription revenue over the applicable service period. For selected products where an implementation process occurs prior to the on-demand
applications becoming useful to customers, revenue recognition is deferred until after the product has been implemented and then recognized as revenue ratably over the remaining applicable subscription period.

Subscription agreements that are related to the Companys TalentManager suite of products may contain multiple service elements and deliverables.
These elements include access to the Companys on-demand software and often specify initial services including configuration and training. Except when the Company becomes the subject of a bankruptcy proceeding which is not dismissed within 60
days of filing or the Company makes an assignment for the benefit of its creditors, these particular subscription agreements do not provide customers the right to take possession of the software at any time. In May 2003, the Financial Accounting
Standards Board issued Emerging Issues Task Force Issue No. 00-21, Revenue Arrangements with Multiple Deliverables (EITF 00-21). EITF 00-21 was issued to address how companies should determine whether an arrangement involving
multiple deliverables contains more than one unit of accounting. In applying the guidance in EITF 00-21, the Company determined that it does not have objective and reliable evidence for the fair value of the TalentManager subscription fees after
delivery of specified initial services, consisting of configuration and training. The Company cannot establish the fair value of the TalentManager subscription element of the contract due to the variability of the sales price between different
customers for the subscription element of the contract. Furthermore, the initial services do not have stand-alone value to the customer without being bundled with the subscription element of the contract because the Company does not sell the initial
services separately and because such services are not provided by a third party. The Company therefore accounts for these subscriptions arrangements and its related service fees as a single unit of accounting.

Revenues from the Companys sales of job competency models and related implementation services may contain multiple service elements and
deliverables. These elements include delivery of the job competency models, implementation services, consulting services and post contract customer support. The Company recognizes revenue for these transactions in accordance with EITF 00-21. Except
for the post contract customer support services, the Company does not have objective and reliable evidence for the fair value of the deliverables in these types of transactions, primarily due to the variability of the sales price between different
customers. Revenue from the sales of post contract customer support services is recognized ratably over the contract period, generally one year, upon delivery of the job competency models. The Company accounts for the job competency models,
implementation services and consulting services as a single unit of accounting. Revenue from the sale of job competency models, implementation services and consulting services is recognized when all elements of the contract have been delivered.



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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Revenues from the Companys payroll sales, including the sale of perpetual licenses and related
post customer support, payroll hosting services and related implementation services, may contain multiple service elements and deliverables. These elements include delivery of the software, hosting services, implementation and consulting services
and post customer support.

Sales of perpetual licenses involve the sale of software and consequently fall under the guidance of Statement
of Position (SOP) 97-2, Software Revenue Recognition, (SOP No. 97-2), for revenue recognition. The Company licenses software under non-cancelable license agreements and provides services including
maintenance, implementation consulting and training services. In accordance with the provisions of SOP No. 97-2, license revenues are generally recognized when (1) a non-cancelable license agreement has been signed by both parties,
(2) the product has been shipped, (3) no significant vendor obligations remain and (4) collection of the related receivable is considered probable. To the extent any one of these four criteria is not satisfied, license revenue is
deferred and not recognized in the consolidated statements of income until all such criteria are met. Revenue from the sales of post contract customer support services is recognized ratably over the contract period, generally one year, upon delivery
of the license.

Subscription revenues generated from hosting services are generally recognized in accordance with EITF No. 00-21
since the customer is purchasing the right to use the payroll software rather than licensing the software on a perpetual basis, except for situations where the customer has a contractual right to the software licenses. Arrangements where the
customer is given the contractual right to the license are recognized in accordance with SOP 97-2. The Company does not currently have objective and reliable evidence for the fair value of the deliverables in either type of transaction, primarily
due to the variability of the sales price between different customers. The elements that typically exist in hosting arrangements include the hosting services, software maintenance (i.e., product enhancements and customer support) and professional
services (i.e., implementation services and training in the use of the software). The pricing for hosting services and the maintenance of the software is bundled and billed based using a per employee per month (PEPM) fee. Since the
Company does not have objective and reliable evidence for the fair value of the aforementioned deliverables, we do not separate the undelivered elements and recognize revenue on a monthly basis as the services are performed, once the customer
processes its first live payroll.

Services revenues include revenues from fees charged for the implementation of the Companys
software products and training of customers in the use of such products, fees for other services, the provision of payroll-related forms and the printing of Forms W-2 for certain customers, as well as certain reimbursable out-of-pocket
expenses. Revenues for implementation consulting and training services are recognized as services are performed to the extent the pricing for such services is on a time and materials basis. Other services are recognized as the product is shipped or
as the services are rendered depending on the specific terms of the arrangement. Arrangement fees related to fixed-fee implementation services contracts are recognized using the percentage of completion accounting method, which involves the use of
estimates. Percentage of completion is measured at each reporting date based on hours incurred to date compared to total estimated hours to complete. If a sufficient basis to measure the progress towards completion does not exist, revenue is
recognized when the project is completed or when the Company receives final acceptance from the customer.

Discrete professional services
represent a separate earnings process and revenue is recognized as services are performed. Professional services engagements are generally priced on a fixed-fee basis. Revenue under fixed-fee arrangements is recognized proportionally to the
performance of the services utilizing milestones, if present in the arrangement, or at the completion of the project.

Revenues for the
Companys Compensation Market Study and Survey products, which are not sold on a subscription basis, are recognized only when persuasive evidence of an arrangement exists, delivery of the study or survey has occurred, risk of ownership has
passed to the customer, the price is fixed and determinable, and collection is reasonably assured.

Advertising revenues are comprised of
revenues that the Company generates through agreements to display third party advertising on the Companys website for a fixed period of time or fixed number of impressions. Advertising revenues are recognized as the advertising is displayed on
the website.



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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Stock-Based Compensation

The Company follows the provisions of Financial Accounting Standards Board (FASB) Statement No. 123-revised, Share-Based Payment (SFAS 123R). SFAS 123R requires that
all stock-based compensation be recognized as an expense in the financial statements over the vesting period of the award and that such expense be measured at the fair value of the award.

Allowance for Doubtful Accounts

The Company
maintains an allowance for doubtful accounts for estimated losses resulting from its customers inability to pay. The provision is based on the Companys historical experience and for specific customers that, in its opinion, are likely to
default on its receivables from them. In order to identify these customers, the Company performs ongoing reviews of all customers that have breached their payment terms, as well as those that have filed for bankruptcy or for whom information has
become available indicating a significant risk of non-recoverability. In addition, the Company has experienced significant growth in the number of its customers, and the Company has less payment history to rely upon with these customers. The Company
relies on historical trends of bad debt as a percentage of total revenue and applies these percentages to the accounts receivable associated with new customers and evaluates these customers over time.

Fair Value of Financial Instruments

The
carrying value of the Companys financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, including notes payable, approximate their fair value because of their short-term nature.

Comprehensive Loss

For the Companys
non-U.S. subsidiaries, each of which operates in a local currency environment, assets and liabilities are translated at period-end exchange rates, and income statement items are translated at the average exchange rates for the period. The local
currency for each foreign subsidiary is considered to be the functional currency and, accordingly, translation adjustments are reported as a separate component of stockholders equity under the caption accumulated other comprehensive
loss.

Income Taxes

For
the nine months ended December 31, 2008 and 2007, the Company recorded a provision for income taxes of $179,000 and $139,000, respectively. The provision for income taxes in the nine months ended December 31, 2008 consisted primarily of a
deferred tax liability arising from timing differences between book and tax income related to goodwill and intangible asset amortization related to the Companys business acquisitions.

Other Taxes

Non-income taxes such as sales
tax are presented on a net basis.

Net Loss Attributable to Common Stockholders per Share

Net loss attributable to common stockholders per share is presented in accordance with Statement of Financial Accounting Standards No. 128,
Earnings per Share (SFAS 128), which requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. Basic net loss attributable to common stockholders per share is
computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders per share includes the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or converted into common stock unless the effect is antidilutive.



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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



The following summarizes the potential outstanding common stock of the Company as of the end of each
period:



|                                                                                                                    |  |              |  |          
|------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | ---------
|                                                                                                                    |  | December 31,
|                                                                                                                    |  | 2008         |  | 2007     
|                                                                                                                    |  | (unaudited) 
|Options to purchase common stock                                                                                    |  | 2,038,541    |  | 1,696,703
|Warrants to purchase common stock                                                                                   |  | 53,612       |  | 56,985   
|Restricted stock awards                                                                                             |  | 2,096,399    |  | 947,906  
|Restricted shares (1)                                                                                               |  | 857,020      |  | 1,511,843
|                                                                                                                    |  |              |  |          
|Total options, warrants, restricted stock awards and restricted shares exercisable or convertible into common stock |  | 5,045,572    |  | 4,213,437
|                                                                                                                    |  |              |  |          



|(1) | Represents stock options that have been exercised, but unvested as of the reporting date. As such, the related common stock is legally issued and outstanding. Per SFAS 128, these
shares will not be considered outstanding for accounting purposes until the contingency related to vesting has been resolved through the rendering of the required service or the shares are cancelled upon termination of the respective employee.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If the outstanding options and warrants were exercised or converted into common stock or the restricted stock awards and
restricted shares were to vest, the result would be anti-dilutive. Therefore, basic and diluted net loss attributable to common stockholders per share is the same for all periods presented in the accompanying consolidated statements of operations.



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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Recent Accounting Pronouncements

On June 16, 2008, the FASB issued Staff Position No. (FSP) EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities. FSP EITF 03-6-1 addresses whether instruments granted in sharebased payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings
allocation in computing earnings per share (EPS) under the two-class method described in paragraphs 60 and 61 of SFAS 128. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those years. The Company has determined that the implementation of FSP EITF 03-6-1 will result in the restricted stock outstanding that is related to the early exercise of stock options being included in the
computation of EPS. As of December 31, 2008, the Company had 857,020 shares of restricted stock outstanding related to the early exercise of stock options that would have been included in the computation of EPS. If FSP EITF 03-6-1 was effective
for the three and nine months ended December 31, 2008, EPS would have been $(0.31) and $(1.10), respectively.

On May 9, 2008,
the FASB issued Statement of Financial Accounting Standards (SFAS) No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). The new standard is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with GAAP for nongovernmental entities. Prior to the issuance of SFAS
162, GAAP hierarchy was defined for public accountants and their firms in the American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards (SAS) No. 69, The Meaning of Present Fairly
in Conformity With Generally Accepted Accounting Principles. SFAS 162 states that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for
financial statements that are presented in conformity with GAAP. SFAS 162 is effective November 15, 2008 and its adoption did not have a material impact on the Companys consolidated financial statements.

On April 25, 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible Assets, which revises the
factors that an entity should consider to develop renewal or extension assumptions used in determining the useful life of a recognized intangible asset. The FSP amends paragraph 11(d) of FSAS 142. The FSP is effective for financial statements issued
for fiscal years beginning after December 15, 2008 and for interim periods within those fiscal years. Early adoption is prohibited. Entities should apply the FSPs guidance on determining the useful life of an intangible asset
prospectively to recognized intangible assets acquired after the FSPs effective date. However, once effective, the FSPs disclosure requirements apply prospectively to all recognized intangible assets, including those acquired before the
FSPs effective date. The Company is currently assessing the impact that FAS 142-3 may have on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51, (SFAS 160), which improves the relevance,
comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements. The provisions of SFAS 160 are effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. The Company is in the process of determining what effect, if any, the adoption of SFAS 160 will have on its consolidated financial statements.

In February 2008, the FASB issued FASB Staff Position (FSP) No. SFAS 157-2, Effective Date of FASB Statement No. 157, (FSP SFAS 157-2).
FSP SFAS 157-2 amends SFAS 157, to delay the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for those items that are recognized or disclosed at fair value in the financial statements on a recurring basis. For
items within its scope, FSP SFAS 157-2 defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The Company is in the process of determining what effect, if any, the
adoption of SFAS 141R will have on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised
2007), Business Combinations, (SFAS 141R), which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business
combination and its effects. The provisions of



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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



SFAS 141R are effective for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after
December 15, 2008. The Company is in the process of determining what effect, if any, the adoption of SFAS 141R will have on its consolidated financial statements.

3. GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets as of December 31, 2008 and
March 31, 2008, consist of the following:



|                                                            |  |                           |        |                         |   |                |  |      |        |                         |   |                |  |   |       |  |   |       
|----------------------------------------------------------- |  | ------------------------- | ------ | ----------------------- | - | -------------- |  | ---- | ------ | ----------------------- | - | -------------- |  | - | ----- |  | - | ------
|                                                            |  | (in thousands, unaudited)
|                                                            |  | December 31, 2008         |        | March 31, 2008         
|                                                            |  | Cost                      |        | AccumulatedAmortization |   | CarryingAmount |  | Cost |        | AccumulatedAmortization |   | CarryingAmount
|Amortizable intangible assets:                              |  |                           |        |                         |   |                |  |      |        |                         |   |                |  |   |       |  |   |       
|Non-compete agreements (5 years)                            |  | $                         | 1,828  |                         | $ | 767            |  | $    | 1,061  |                         | $ | 1,595          |  | $ | 388   |  | $ | 1,207 
|Customer relationships (5-7 years)                          |  |                           | 9,090  |                         |   | 1,700          |  |      | 7,390  |                         |   | 5,010          |  |   | 835   |  |   | 4,175 
|Developed technology (5 years)                              |  |                           | 5,115  |                         |   | 104            |  |      | 5,011  |                         |   |               |  |   |      |  |   |      
|Other intangible assets (5-18 years)                        |  |                           | 326    |                         |   | 153            |  |      | 173    |                         |   | 201            |  |   | 58    |  |   | 143   
|Trade name (5 years)                                        |  |                           | 750    |                         |   | 6              |  |      | 744    |                         |   |               |  |   |      |  |   |      
|Data acquisition costs (1-3 years)                          |  |                           | 4,643  |                         |   | 1,752          |  |      | 2,891  |                         |   | 4,207          |  |   | 650   |  |   | 3,557 
|                                                            |  |                           |        |                         |   |                |  |      |        |                         |   |                |  |   |       |  |   |       
|Total amortizable intangible assets                         |  | $                         | 21,752 |                         | $ | 4,482          |  | $    | 17,270 |                         | $ | 11,013         |  | $ | 1,931 |  | $ | 9,082 
|                                                            |  |                           |        |                         |   |                |  |      |        |                         |   |                |  |   |       |  |   |       
|Unamortizable intangible assets:                            |  |                           |        |                         |   |                |  |      |        |                         |   |                |  |   |       |  |   |       
|Goodwill                                                    |  |                           | 14,691 |                         |   |                |  |      | 14,691 |                         |   | 9,549          |  |   |       |  |   | 9,549 
|Other indefinite lived intangible assets                    |  |                           | 1,039  |                         |   |                |  |      | 1,039  |                         |   | 460            |  |   |       |  |   | 460   
|                                                            |  |                           |        |                         |   |                |  |      |        |                         |   |                |  |   |       |  |   |       
|Total goodwill and other indefinite lived intangible assets |  | $                         | 15,730 |                         |   |                |  | $    | 15,730 |                         | $ | 10,009         |  |   |       |  | $ | 10,009
|                                                            |  |                           |        |                         |   |                |  |      |        |                         |   |                |  |   |       |  |   |       

All of the Companys definite lived intangible assets are subject to amortization over their
estimated useful lives. No residual value is estimated for these intangible assets. Acquired intangible asset amortization for the three months ended December 31, 2008 and 2007 was approximately $898,000 and $593,000, respectively, of which
$404,000 and $272,000, respectively, is included in cost of revenues. Acquired intangible asset amortization for the nine months ended December 31, 2008 and 2007 was approximately $2.5 million and $1.0 million respectively, of which $1.2
million and $307,000, respectively, is included in cost of revenues. Amortization for the data acquisition costs begins once the acquired data is integrated into the related product and that product is available to our customers.

Estimated annual amortization expense for the next five years related to intangible assets is as follows:



|     |  |                      |      
|---- |  | -------------------- | -----
|     |  | Year endingMarch 31,
|     |  | (in thousands)      
|2009 |  | $                    | 3,606
|2010 |  |                      | 4,460
|2011 |  |                      | 3,735
|2012 |  |                      | 2,757
|2013 |  |                      | 1,875



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The changes in the carrying amount of goodwill for the nine months ended December 31, 2008 are
as follows:



|                                                          |  |                |       
|--------------------------------------------------------- |  | -------------- | ------
|                                                          |  | (in thousands)
|Balance as of March 31, 2008                              |  | $              | 9,549 
|Increase to goodwill from acquisitions                    |  |                | 4,605 
|Increase to goodwill from contingent consideration earned |  |                | 537   
|                                                          |  |                |       
|Balance as of December 31, 2008                           |  | $              | 14,691
|                                                          |  |                |       

4. ACQUISITION OF BUSINESS

Genesys Software Systems, Inc.

On December 17, 2008, the Company acquired all issued and
outstanding shares of Genesys Software Systems, Inc. (Genesys), a leading provider of on-demand and licensed human resources management systems and payroll solutions. Under the terms of the agreement, the Company paid the former owners
of Genesys $6.0 million, net of cash acquired and converted approximately $1.1 million of options to purchase Genesys common into options to purchase approximately 519,492 shares of the Companys common stock. In addition, the Genesys
shareholders and optionholders are eligible to earn additional consideration of up to $2,000,000 which would be paid in cash or shares of the Companys common stock, at the Companys option, based on Genesys meeting certain performance
targets during the eighteen months after the closing of the acquisition. The purchase price to be allocated for financial accounting purposes was approximately $8.9 million, which includes $1.1 million of options to purchase the Companys
common stock and approximately $0.3 million of net liabilities assumed. Accordingly, the preliminary purchase price was allocated based upon the fair value of assets acquired and liabilities assumed in accordance with SFAS 141. The Company
preliminarily allocated $2.0 million of the purchase price to goodwill based upon the estimated fair value of the assets acquired in the acquisition. Goodwill from the acquisition resulted from the Companys belief that the products and
services offered by Genesys will be complementary to the Companys on-demand software suites. The allocation of the purchase price is preliminary and subject to change. The results of operations include the impact of this acquisition since
December 17, 2008.



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The Company has allocated the purchase price on a preliminary basis based upon the estimated fair
value of the net assets acquired, as follows:



|                                                     |  |        |        |  
|---------------------------------------------------- |  | ------ | ------ | -
|                                                     |  | Amount |       
|Assets acquired, primarily accounts receivable       |  | $      | 6,790  |  
|Assumed liabilities                                  |  |        | (7,122 | )
|                                                     |  |        |        |  
|Net assets acquired                                  |  |        | (332   | )
|                                                     |  |        |        |  
|Non-compete agreement (amortization period 5 years)  |  |        | 60     |  
|Customer relationships (amortization period 7 years) |  |        | 2,400  |  
|Developed technology (amortization period 7 years)   |  |        | 4,000  |  
|Trade name (amortization period 5 years)             |  |        | 750    |  
|Goodwill (not deductible for tax purposes)           |  |        | 2,045  |  
|                                                     |  |        |        |  
|Total purchase price                                 |  | $      | 8,923  |  
|                                                     |  |        |        |  

InfoBasis Ltd.

On August 21, 2008, the Company acquired the share capital of InfoBasis Limited (InfoBasis). InfoBasis, located in the United Kingdom, is a provider of competency-based learning and development
software. Under the terms of the agreement, the Company paid the former owners of InfoBasis $5.2 million in cash of which $0.5 million of the cash paid will be held in escrow until one year from the anniversary of the closing. The escrow fund will
be available to compensate the Company for any losses that the Company may incur as a result of any breach of the representations or warranties by the former owners of InfoBasis contained in the purchase agreement, and certain liabilities arising
out of the ownership or operation of InfoBasis prior to the acquisition. The former employee owners of InfoBasis will also be eligible to earn additional consideration based on meeting certain performance targets during each of the five twelve-month
periods ending August 31, 2009, 2010, 2011, 2012 and 2013. The additional consideration, if earned, consists of cash payments of a maximum of $200,000 per year for five years, allocated proportionately amongst the employee owners. The total
cash paid for the acquisition was approximately $5.4 million, which includes approximately $0.2 million of direct acquisition costs plus approximately $1.2 million of net liabilities assumed. Accordingly, the preliminary purchase price was allocated
based upon the fair value of assets acquired and liabilities assumed in accordance with SFAS 141. The Company preliminarily allocated $3.2 million of the purchase price to goodwill based upon the estimated fair value of the assets acquired in the
acquisition. Goodwill from the acquisition resulted from our belief that the products and services offered by InfoBasis will be complementary to the Companys existing competency business and on-demand software suites. The allocation of the
purchase price is preliminary and subject to change. The results of operations include the impact of this acquisition since August 22, 2008.

The Company has allocated the purchase price on a preliminary basis based upon the estimated fair value of the net assets acquired, as follows:



|                                                     |  |        |        |  
|---------------------------------------------------- |  | ------ | ------ | -
|                                                     |  | Amount |       
|Assets acquired, primarily accounts receivable       |  | $      | 358    |  
|Assumed liabilities                                  |  |        | (1,568 | )
|                                                     |  |        |        |  
|Net liabilities acquired                             |  |        | (1,210 | )
|                                                     |  |        |        |  
|Non-compete agreement (amortization period 5 years)  |  |        | 261    |  
|Customer relationships (amortization period 7 years) |  |        | 2,090  |  
|Developed technology (amortization period 5 years)   |  |        | 1,399  |  
|Trade name                                           |  |        | 727    |  
|Direct acquisition costs                             |  |        | 167    |  
|Goodwill (not deductible for tax purposes)           |  |        | 3,214  |  
|Deferred tax liability                               |  |        | (1,263 | )
|                                                     |  |        |        |  
|Total purchase price                                 |  | $      | 5,385  |  
|                                                     |  |        |        |  



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5. STOCK-BASED COMPENSATION

Stock Options

Stock-based compensation by line item in the statement of operations for the
three and nine months ended December 31, 2008 and 2007 was as follows:



|                           |  |                               |       |                              |   |       |  |      |       |  |   |      
|-------------------------- |  | ----------------------------- | ----- | ---------------------------- | - | ----- |  | ---- | ----- |  | - | -----
|                           |  | Three months endedDecember 31 |       | Nine months endedDecember 31
|                           |  | 2008                          |       | 2007                         |   | 2008  |  | 2007
|                           |  | (in thousands)                |       | (in thousands)              
|Cost of revenues           |  | $                             | 298   |                              | $ | 224   |  | $    | 1,105 |  | $ | 513  
|Research and development   |  |                               | 282   |                              |   | 139   |  |      | 1,070 |  |   | 258  
|Marketing and sales        |  |                               | 574   |                              |   | 692   |  |      | 2,011 |  |   | 1,273
|General and administrative |  |                               | 523   |                              |   | 588   |  |      | 1,956 |  |   | 1,432
|                           |  |                               |       |                              |   |       |  |      |       |  |   |      
|                           |  | $                             | 1,677 |                              | $ | 1,643 |  | $    | 6,142 |  | $ | 3,476
|                           |  |                               |       |                              |   |       |  |      |       |  |   |      

Stock option activity, under all plans, during the nine months ended December 31, 2008 and
2007 was as follows:



|                                  |  |                                    |   |                                    |                              |      |                  |           |   |                              |   |      
|--------------------------------- |  | ---------------------------------- | - | ---------------------------------- | ---------------------------- | ---- | ---------------- | --------- | - | ---------------------------- | - | -----
|                                  |  | Nine Months EndedDecember 31, 2008 |   | Nine Months EndedDecember 31, 2007
|                                  |  | Number ofOptions                   |   |                                    | WeightedAverageExercisePrice |      | Number ofOptions |           |   | WeightedAverageExercisePrice
|Outstanding - beginning of period |  | 1,645,699                          |   |                                    | $                            | 6.74 |                  | 1,941,103 |   |                              | $ | 6.35 
|Granted                           |  |                                   |   |                                    |                              |     |                  | 43,340    |   |                              |   | 10.85
|Assumed in acquisition            |  | 519,492                            |   |                                    |                              | 0.73 |                  |          |   |                              |   |     
|Exercised                         |  | (28,676                            | ) |                                    |                              | 0.33 |                  | (101,705  | ) |                              |   | 1.88 
|Canceled                          |  | (97,974                            | ) |                                    |                              | 6.37 |                  | (186,035  | ) |                              |   | 6.54 
|                                  |  |                                    |   |                                    |                              |      |                  |           |   |                              |   |      
|Outstanding - end of period       |  | 2,038,541                          |   |                                    | $                            | 5.32 |                  | 1,696,703 |   |                              | $ | 6.72 
|                                  |  |                                    |   |                                    |                              |      |                  |           |   |                              |   |      
|Exercisable - end of period       |  | 1,259,375                          |   |                                    | $                            | 4.47 |                  | 380,633   |   |                              | $ | 5.30 
|                                  |  |                                    |   |                                    |                              |      |                  |           |   |                              |   |      

Under the Companys 2000 Stock Option and Incentive Plan and 2004 Stock Option and Incentive
Plan, option recipients (Option Holders) are permitted to exercise options in advance of vesting. Any options exercised in advance of vesting result in the Option Holder receiving restricted shares, which are then subject to vesting
under the respective options vesting schedule. Restricted shares are subject to a right of repurchase by the Company and if any Option Holder who is an employee leaves the Company (either voluntarily or involuntarily), the Company has the
right (but not the obligation) to repurchase the restricted shares at the original price paid by the Option Holder at the time the options were exercised. Because the Company has the right to repurchase the restricted shares upon the cessation of
employment, the Company has recognized this potential liability for repurchase on the balance sheet as subscription payable of $210,000 as of December 31, 2008, which is included in Accrued expenses and other current
liabilities. Upon vesting of the restricted shares, the Subscription Payable is relieved and recorded in equity. As of December 31, 2008 and 2007, there were 857,020 and 1,511,843 restricted shares outstanding, respectively, which
resulted from the exercise of unvested stock options.



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As of December 31, 2008, there was approximately $4.2 million of total unrecognized compensation
expense related to stock options. That cost is expected to be recognized over a weighted average period of 2.6 years.

Compensation expense
related to stock options included in the statement of operations for the three and nine months ended December 31, 2008 was approximately $379,000 and $1,237,000, respectively. Compensation expense related to stock options included in the
statement of operations for the three and nine months ended December 31, 2007 was approximately $737,000 and $1,932,000, respectively. Compensation expense related to stock options is based on awards ultimately expected to vest and reflects an
estimate of awards that will be forfeited. SFAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Restricted Stock Awards

On January 12,
2007, the Board of Directors of the Company approved forms of stock option agreements and restricted stock agreements for use under the Companys 2007 Stock Option and Incentive Plan (the 2007 Plan) pursuant to which the Company has
granted stock options and restricted stock awards. On May 5, 2008, the Board of Directors of the Company approved a form of deferred stock award agreement for use under the 2007 Plan pursuant to which the Company has granted deferred stock
awards. The shares of restricted stock and deferred stock awards have a per share price of $0.0001 which equals the par value. The fair value is measured based upon the closing NASDAQ market price of the underlying Company stock as of the date of
grant. Compensation expense from the restricted stock and deferred stock awards is amortized over the applicable vesting period, generally 3 years, using the straight-line method. Unrecognized compensation expense related to restricted stock and
deferred stock awards was $11.2 million as of December 31, 2008. This cost is expected to be recognized over a weighted-average period of 1.6 years. During the first quarter of fiscal 2009, the Company issued common stock with a value of $1.7
million as payment for the fiscal year 2008 employee bonuses and other incentive programs. The expense for the bonus and incentive programs is classified as payroll compensation in the period in which it is earned.

The following table presents a summary of the restricted stock and deferred stock award activity for the nine months ended December 31, 2008 and
2007.



|                                       |  |                                    |   |                                    |                                    |       |        |           |   |                                    |   |      
|-------------------------------------- |  | ---------------------------------- | - | ---------------------------------- | ---------------------------------- | ----- | ------ | --------- | - | ---------------------------------- | - | -----
|                                       |  | Nine months endedDecember 31, 2008 |   | Nine months endedDecember 31, 2007
|                                       |  | Shares                             |   |                                    | WeightedAverageGrantDate FairValue |       | Shares |           |   | WeightedAverageGrantDate FairValue
|Unvested balance - beginning of period |  | 1,565,143                          |   |                                    | $                                  | 10.86 |        |          |   |                                    |   |     
|Awarded                                |  | 2,084,546                          |   |                                    |                                    | 4.81  |        | 1,169,381 |   |                                    | $ | 12.58
|Vested                                 |  | (995,460                           | ) |                                    |                                    | 6.61  |        | (189,035  | ) |                                    |   | 12.49
|Canceled                               |  | (557,830                           | ) |                                    |                                    | 9.05  |        | (32,440   | ) |                                    |   | 13.03
|                                       |  |                                    |   |                                    |                                    |       |        |           |   |                                    |   |      
|Unvested balance - end of period       |  | 2,096,399                          |   |                                    | $                                  | 7.34  |        | 947,906   |   |                                    | $ | 12.58
|                                       |  |                                    |   |                                    |                                    |       |        |           |   |                                    |   |      

The Company recorded compensation expense of approximately $1,272,000 and $4,827,000,
respectively, in the three and nine months ended December 31, 2008 related to restricted stock and deferred stock awards. The Company recorded compensation expense of approximately $895,000 and $1,531,000, respectively, in the three and nine
months ended December 31, 2007 related to restricted stock and deferred stock awards.



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Amendment to the 2007 Stock Option and Incentive Plan

On September 18, 2008, the Companys stockholders approved an amendment to the 2007 Plan to increase the number of shares of the Companys
common stock authorized for issuance under such plan from 3,000,000 shares to 5,800,000 shares. The following is a rollforward of shares available for issuance under the 2007 Plan during the nine months ended December 31, 2008.

Shares Available for Grant

The following is a
summary of all stock option and restricted stock award activity and shares available for grant under the 2007 Plan and for the nine months ended December 31, 2008 and 2007.



|                                            |  |                               |   |  |            |  
|------------------------------------------- |  | ----------------------------- | - |  | ---------- | -
|                                            |  | Nine Months EndedDecember 31, |  
|Shares available for grant                  |  | 2008                          |   |  | 2007       |  
|Balance - beginning of period               |  | 1,567,183                     |   |  | 2,999,905  |  
|Increase in shares available                |  | 2,800,000                     |   |  |           |  
|Stock options granted                       |  |                              |   |  | (43,340    | )
|Restricted stock awards granted             |  | (2,084,546                    | ) |  | (1,167,104 | )
|Stock options assumed in acquistion         |  | (519,492                      | ) |  |           |  
|Stock options cancelled/forfeited           |  | 239,913                       |   |  | 317,615    |  
|Restricted stock awards cancelled/forfeited |  | 557,830                       |   |  | 28,740     |  
|                                            |  |                               |   |  |            |  
|Balance - end of period                     |  | 2,560,888                     |   |  | 2,135,816  |  
|                                            |  |                               |   |  |            |  



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Distribution and Dilutive Effect of Options and Restricted Shares



|                                                             |  |                               |   |  |            |  
|------------------------------------------------------------ |  | ----------------------------- | - |  | ---------- | -
|                                                             |  | Nine Months EndedDecember 31, |  
|                                                             |  | 2008                          |   |  | 2007       |  
|Shares of common stock outstanding                           |  | 15,835,857                    |   |  | 13,315,580 |  
|Stock options granted                                        |  |                              |   |  | 43,340     |  
|Stock options assumed in acquisition (3)                     |  | 519,492                       |   |  |           |  
|Restricted stock awards granted (4)                          |  | 2,084,546                     |   |  | 1,167,104  |  
|Stock options cancelled/forfeited                            |  | (239,913                      | ) |  | (317,615   | )
|Restricted stock awards cancelled/forfeited                  |  | (557,830                      | ) |  | (28,740    | )
|                                                             |  |                               |   |  |            |  
|Net options/restricted stock granted                         |  | 1,806,295                     |   |  | 864,089    |  
|                                                             |  |                               |   |  |            |  
|Grant dilution (1)                                           |  | 11.4                          | % |  | 6.5        | %
|Stock options exercised                                      |  | 28,676                        |   |  | 101,705    |  
|Restricted stock awards vested                               |  | 995,460                       |   |  | 189,035    |  
|                                                             |  |                               |   |  |            |  
|Total stock options exercised/restricted stock awards vested |  | 1,024,136                     |   |  | 290,740    |  
|                                                             |  |                               |   |  |            |  
|Exercised dilution (2)                                       |  | 6.5                           | % |  | 2.2        | %



|(1) | The percentage for grant dilution is computed based on net options and restricted stock awards granted as a percentage of shares of common stock outstanding.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | The percentage for exercise dilution is computed based on net options exercised as a percentage of shares of common stock outstanding.
|--- | --------------------------------------------------------------------------------------------------------------------------------------



|(3) | Stock options assumed in the Companys Genesys acquisition. The options were fully vested and have an average exercise price of $0.73 per share. Excluding these options, the
Companys grant dilution would have been 8.1%.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Includes 269,700 restricted shares granted as part of the Companys acquisition of Infobasis.
|--- | ---------------------------------------------------------------------------------------------

Employee Stock Purchase Plan

On January 17, 2007, the Companys Board of Directors
and stockholders approved the adoption of the 2007 Employee Stock Purchase Plan (ESPP). Stock purchase rights are granted to eligible employees during six month offering periods with purchase dates at the end of each offering period. The
offering periods generally commence each April 1 and October 1. Shares are purchased through payroll deductions at purchase prices equal to 90% of the fair market value of the Companys common stock at either the first day or the last
day of the offering period, whichever is lower. The Company recorded compensation expense of approximately $26,000 and $78,000, respectively, related to shares issued under our employee stock purchase plan for the three and nine months ended
December 31, 2008. The Company recorded compensation expense of approximately $11,000 and $26,000 related to shares issued under our employee stock purchase plan for the three and nine months ended December 31, 2007, respectively.



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Warrants

As of December 31, 2008, the Company had outstanding warrants to purchase 53,612 shares of common stock at exercise prices ranging from $0.09 to $6.61 per share.



|                                  |  |                                    |   |  |                              |     
|--------------------------------- |  | ---------------------------------- | - |  | ---------------------------- | ----
|                                  |  | Nine Months EndedDecember 31, 2008
|                                  |  | Number ofWarrants                  |   |  | WeightedAverageExercisePrice
|Outstanding - beginning of period |  | 56,985                             |   |  | $                            | 1.77
|Granted                           |  |                                   |   |  |                              |    
|Exercised                         |  | (3,373                             | ) |  | $                            | 2.19
|Canceled                          |  |                                   |   |  |                              |    
|                                  |  |                                    |   |  |                              |     
|Outstanding - end of period       |  | 53,612                             |   |  | $                            | 1.74
|                                  |  |                                    |   |  |                              |     
|Exercisable - end of period       |  | 53,612                             |   |  | $                            | 1.74
|                                  |  |                                    |   |  |                              |     

Shareholder Rights Agreement

On November 14, 2008, the Companys Board of Directors adopted a Shareholder Rights Plan and declared a dividend distribution of one preferred
stock purchase right for each outstanding share of the Companys common stock to shareholders of record as of the close of business on November 15, 2008. Initially, these rights will not be exercisable and will trade with the shares of the
Companys common stock. Under the Shareholder Rights Plan, the rights generally will become exercisable if a person becomes an acquiring person by acquiring 20% or more of the common stock of the Company or if a person commences a
tender offer that could result in that person owning 20% or more of the common stock of the Company. If a person becomes an acquiring person, each holder of a right (other than the acquiring person) would be entitled to purchase, at the then-current
exercise price, such number of shares of preferred stock which are equivalent to shares of the Companys common stock having a value of twice the exercise price of the right. If the Company is acquired in a merger or other business combination
transaction after any such event, each holder of a right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring companys common stock having a value of twice the exercise price of the right.

Stock Repurchase Program

On
December 15, 2008, the Board of Directors authorized the repurchase by the Company of up to $2.5 million of its common stock from time to time at prevailing prices in the open market or in negotiated transactions off the market. As of
December 31, 2008, 25,213 shares with a total value of $37,932 have been repurchased by the Company pursuant to this repurchase program.

6.
COMMITMENTS AND CONTINGENCIES

Vendor Financing Agreement

In June 2008, the Company entered into an agreement with a vendor to finance the purchase of perpetual software licenses in the amount of approximately $738,000. The Company will make quarterly payments of
approximately $64,000 for a term of 36 months.

Equipment Leaseline

On April 17, 2008, the Company entered into a leaseline agreement (Leaseline #4) with a maximum available commitment of $350,000. The lease term
began on July 1, 2008 and runs for a term of 36 months. As of December 31, 2008, the Company had leased approximately $173,000 of equipment under the terms of this leaseline. On July



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24, 2008, the Company entered into a leaseline agreement (Leaseline #5) with a maximum available commitment of $200,000. The lease term began on
October 1, 2008 and runs for a term of 36 months. In addition, at December 31, 2008, the Company had approximately $1.1 million in a restricted cash account as collateral for equipment with a value of approximately $1.1 million in
accordance with all of its master lease agreements.

Litigation and Claims

From time to time the Company is subject to legal proceedings and claims in the ordinary course of business. In the opinion of management, the amount of
ultimate expense with respect to any other current legal proceedings and claims will not have a material adverse effect on the Companys financial position or results of operations.

7. INCOME TAXES

The Company follows the provisions of FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109(FIN 48), which clarifies the accounting for uncertainty in income taxes by prescribing the minimum recognition threshold and measurement
requirements a tax position must meet before being recognized as a benefit in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting for interim periods and
disclosures for uncertain tax positions. The Companys adoption of FIN 48 on April 1, 2007 did not result in the recognition of a tax liability for any previously unrecognized tax benefits and did not have an effect on its financial
position or results of operations as the Company has a full valuation allowance against its deferred tax assets.

The amount of
unrecognized tax benefits as of December 31, 2008 was $118,000, which, if ultimately recognized, will reduce the Companys annual effective tax rate. The Company does not expect any material change in unrecognized tax benefits within the
next twelve months. The Companys policy is to recognize interest and penalties accrued on any unrecognized tax positions as a component of income tax expense, if any. As of December 31, 2008, the Company has not accrued any interest and
penalties for unrecognized tax benefits in its statement of operations.

As of December 31, 2008, the Company is subject to tax in the
U.S. Federal, state and foreign jurisdictions. The Company is open to examination for tax years 2005 through 2007. Additionally, since the Company has net operating loss and tax credit carryforwards available for future years, those years are also
subject to review by the taxing authorities. The Company is not currently under examination by U.S. Federal and state tax authorities or the foreign taxing authorities.



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8. SUPPLEMENTAL CASH FLOW INFORMATION



|                                                                 |  |                              |        |   |      |   |        |  
|---------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                                 |  | Nine months endedDecember 31 |       
|                                                                 |  | 2008                         |        |   | 2007 |  
|                                                                 |  | (in thousands, unaudited)    |       
|Noncash operating activities:                                    |  |                              |        |   |      |   |        |  
|Bonus paid in common stock                                       |  | $                            | 1,607  |   |      | $ | 1,896  |  
|Incentive compensation paid in common stock                      |  |                              | 118    |   |      |   |       |  
|Board of Directors fees paid in common stock                     |  |                              | 278    |   |      |   |       |  
|Consulting fees paid in common stock                             |  |                              | 250    |   |      |   |       |  
|Noncash investing activities:                                    |  |                              |        |   |      |   |        |  
|Assets acquired (liabilities assumed) on acquisition of business |  | $                            | (2,423 | ) |      | $ | 940    |  
|Noncash financing activities:                                    |  |                              |        |   |      |   |        |  
|Vendor financed equipment purchases                              |  | $                            | 674    |   |      | $ |       |  
|Options assumed in acquisition                                   |  |                              | 1,110  |   |      |   |       |  
|Cash paid for acquisitions, net of cash acquired                 |  |                              |        |   |      |   |        |  
|Net assets acquired (liabilities assumed)                        |  | $                            | (2,673 | ) |      | $ | 940    |  
|Goodwill and intangible assets                                   |  |                              | 16,815 |   |      |   | 16,267 |  
|Deferred/contingent consideration payments                       |  |                              | 952    |   |      |   |       |  
|Direct acquisition related costs                                 |  |                              | 167    |   |      |   |       |  
|                                                                 |  |                              |        |   |      |   |        |  
|Total cost of acquisitions                                       |  |                              | 15,261 |   |      |   | 17,207 |  
|Less:                                                            |  |                              |        |   |      |   |        |  
|Options assumed in acquisition and other                         |  |                              | (1,110 | ) |      |   | (1,450 | )
|Cash acquired                                                    |  |                              | (1,490 | ) |      |   | (90    | )
|                                                                 |  |                              |        |   |      |   |        |  
|Cash paid for acquisitions, net of cash acquired                 |  | $                            | 12,661 |   |      | $ | 15,667 |  
|                                                                 |  |                              |        |   |      |   |        |  

9. REVOLVING CREDIT FACILITY

On August 8, 2008, the Company entered into a modification of its existing credit facility with Silicon Valley Bank to modify certain of the financial covenants and extend the term of the agreement to
September 23, 2008. On September 17, 2008, the Company entered into a second modification of our credit facility to extend the term of the agreement to October 8, 2008. On October 8, 2008, the Company entered into an extension of
this credit facility which has a term of two years and expires on October 8, 2010. In addition, the Company increased the line of credit from $5.0 million to $10.0 million. Borrowings on the revolving line bear interest at the banks prime
rate or, if the Companys unrestricted cash falls below $20 million, at the banks prime rate plus 0.25%. The credit facility is collateralized by substantially all of the Companys assets. In addition, the facility carries an unused
revolving line facility fee of 0.375% of the undrawn balance. The credit agreement contains financial covenants that require the Company to maintain an unrestricted cash balance at Silicon Valley Bank of at least $20 million. If the Companys
unrestricted cash falls below $20 million, then the amount the Company could borrow under the line of credit would be limited to a borrowing base consisting of a specified percentage of accounts receivable and a specified percentage of future
billings. In addition, the Company would be required to maintain unrestricted cash plus borrowing availability of at least $15 million, and would be required to meet certain minimum quarterly invoicing targets. As of December 31, 2008, there
was $7.3 million outstanding under the credit facility.

10. FUNDS HELD FOR CLIENTS AND CLIENT FUND OBLIGATIONS

Funds held for clients represent assets that are restricted for use solely for the purpose of satisfying the obligations to remit funds relating to the
Companys payroll and payroll tax filing services, which are classified as a current asset under the caption funds held for clients on the Consolidated Balance Sheets. Funds held for clients are invested in overnight money market securities and
had a balance of $11.6 million at December 31, 2008.



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SALARY.COM, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Client funds obligations represent the Companys contractual obligations to remit funds to
satisfy clients payroll and tax payment obligations and are recorded on the Consolidated Balance Sheets at the time that the Company impounds funds from clients. The client funds obligations represent liabilities that will be repaid within one
year of the balance sheet date. The Company has reported client funds obligations of $11.6 million as a current liability on the Consolidated Balance Sheet as of December 31, 2008. The amount of collected but not yet remitted funds for the
Companys payroll and payroll tax filing and other services will vary significantly during the fiscal year.

The Company has reported
the cash flows related to the clients funding on a net basis within net increase in assets held to satisfy client funds obligations in the investing section of the Statements of Consolidated Cash Flows. The Company has reported the
cash flows related to the cash received from and paid on behalf of clients on a net basis within net increase in client funds obligations in the financing section of the Statements of Consolidated Cash Flows.

11. SUBSEQUENT EVENT

Reduction in Workforce

On January 7, 2009, the Company implemented and completed a workforce reduction of approximately 100 employees, representing approximately
sixteen percent (16%) of the Companys workforce. The Company implemented this workforce reduction in response to the current and anticipated macro-economic uncertainties.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

Overview

We are a leading provider of on-demand compensation, performance management and competency
management solutions in the human capital software-as-a-service (SaaS) market. We offer content-rich software and services to help businesses and individuals manage pay and performance. Companies of all sizes turn to us to effectively
and efficiently compensate, promote and manage their employees. With our help, companies can put the right talent in the right roles to deliver business objectives and individuals at all levels can determine their worth.

Our highly configurable software applications and proprietary content and our consulting services help executives, line managers and compensation
professionals automate, streamline and optimize critical talent management processes, such as market pricing, compensation planning, performance management, competency management (a competency is a set of demonstrated behaviors, skills and
proficiencies that determine performance in a given role) and succession planning. Compensation and competency content are at the core of our solutions, which deliver productive and cost-effective ways for employers to manage and inspire their most
important assettheir people.

We integrate our comprehensive SaaS applications with our proprietary content to automate the essential
elements of our customers compensation and performance management processes. Our approach links pay to performance and aligns employees with corporate goals to drive business results. As a result, our solutions can significantly improve the
effectiveness of our customers compensation spending and help them become more productive in managing their employees. We enable employers of all sizes to replace or supplement inefficient and expensive traditional approaches to compensation
management, including paper-based surveys, consultants, internally developed software applications and spreadsheets. Our customers report gains in productivity, reduction in personnel hours to administer pay and performance programs and improvements
in employee retention.

Our data sets contain base, bonus and incentive pay data for
positions held by more than 80% of U.S. employees and similar data for the top executives in more than 12,000 U.S. public companies. Our flagship offering is CompAnalyst®, a suite of
on-demand compensation management applications that integrates our data, third-party survey data and a customers own pay data with a complete analytics offering. We have expanded our CompAnalyst market data and added new geographic coverage in
the Canadian market with more than 650 benchmark jobs. Our Canadian content has already attracted a diverse set of customers across multiple industries. We continue to build our IPAS®
global compensation technology survey with coverage of technology jobs from clerk to chief executive officer in more than 70 countries. In addition, we are expanding our compensation data services for the consumer goods retail sectors (i.e.,
apparel, footwear, luxury goods and specialty retail).

Our on-demand performance
management solutions offer our customers effective and measurable ways to attract and inspire employee performance. TalentManager®, our employee lifecycle performance management software
suite, helps businesses automate performance reviews, streamline compensation planning, perform succession planning, and link employee pay to performance. TalentManager helps employers gain visibility into their performance cycle and drive employee
engagement in the process through a configurable, easy to use interface that can be personalized by users. Using TalentManager, we believe that employers can improve their performance management systems and model the critical jobs skills they need
to achieve their business goals. Our TalentManager succession planning application was named 2008 product of the year by a leading human resources industry publication.

With our fiscal 2009 acquisitions of InfoBasis Limited (InfoBasis) and Genesys Software Systems, Inc. (Genesys), we further expanded our addressable market. InfoBasis provides customers with
competency-based learning and development software and Genesys offers a broad range of on-demand and licensed human resources management systems and payroll solutions.



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As of December 31, 2008, our enterprise subscriber base has grown to more than 3,500 companies. We
have achieved 31 consecutive quarters of revenue growth since April 2001. However, during that time, we have consistently incurred operating losses. During the three months ended December 31, 2008, we incurred an operating loss of $5.1 million
compared to an operating loss of $6.4 million in the three months ended September 30, 2008. During the three months ended December 31, 2008, we experienced operating cash outflows of $3.7 million compared to operating cash outflows of $1.0
million in the three months ended September 30, 2008. As of December 31, 2008, we had an accumulated deficit of $57.6 million.

As a result of the recent financial crisis in the credit markets and difficulties in the financial services sector and continuing geopolitical uncertainties, the direction and relative strength of the U.S. economy has become increasingly
uncertain. We anticipate that this uncertainty could cause our current and potential customers to delay or reduce their purchases of software and consulting services, which would result in longer sales cycles and lead to a reduction in sales of our
products and services.

Acquisition of Business

InfoBasis Ltd.

On August 21, 2008, we acquired the share capital of InfoBasis. InfoBasis, located in the United
Kingdom, is a provider of competency-based learning and development software. Under the terms of the agreement, we paid the former owners of InfoBasis $5.2 million in cash of which $0.5 million of the cash paid will be held in escrow until one year
from the anniversary of the closing. The escrow fund will be available to compensate us for any losses that we may incur as a result of any breach of the representations or warranties by the former owners of InfoBasis contained in the purchase
agreement, and certain liabilities arising out of the ownership or operation of InfoBasis prior to the acquisition. The former employee owners of InfoBasis will also be eligible to earn additional consideration based on meeting certain performance
targets during each of the five twelve month periods ending August 31, 2009, 2010, 2011, 2012 and 2013. The additional consideration, if earned, consists of cash payments of a maximum of $200,000 per year for five years, allocated
proportionately amongst the former employee owners. The total cash paid for the acquisition was approximately $5.4 million, which includes approximately $0.2 million of direct acquisition costs plus approximately $1.2 million of net liabilities
assumed. The results of operations include the impact of this acquisition since August 22, 2008.

Genesys Software Systems, Inc.

On December 17, 2008, the we acquired all issued and outstanding shares of Genesys, a leading provider of on-demand and licensed human resources
management systems and payroll solutions. Under the terms of the agreement, we paid the former owners of Genesys $6.0 million, net of cash acquired and converted approximately $1.1 million of options to purchase Genesys common into options to
purchase approximately 519,492 shares of our common stock. In addition, the Genesys shareholders and optionholders are eligible to earn additional consideration of up to $2,000,000 which would be paid in cash or shares of our common stock, at our
option, based on Genesys meeting certain performance targets during the eighteen months after the closing of the acquisition. The purchase price to be allocated for financial accounting purposes was approximately $8.9 million, which includes $1.2
million of options to purchase our common stock and approximately $0.3 million of net liabilities assumed. Accordingly, the preliminary purchase price was allocated based upon the fair value of assets acquired and liabilities assumed. The results of
operations include the impact of this acquisition since December 17, 2008.

Sources of Revenues

We derive our revenues primarily from subscription fees and, to a lesser extent, through advertising on our website. For the three months ended
December 31, 2008 and 2007, subscription revenues accounted for 93% of our total revenues and for the three months ended December 31, 2008 and 2007, advertising revenues accounted for 7% of our total revenues.



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Subscription revenues are comprised primarily of subscription fees from enterprise and small
business customers who pay a bundled fee for our on-demand software applications and data products and implementation services related to our subscription products, sales of payroll perpetual licenses, maintenance and hosting services including
related implementation and consulting services, as well as syndication fees from our website partners and premium membership subscriptions sold primarily to individuals. Subscription revenues are primarily recognized ratably over the contract period
as they are earned. Our subscription agreements for our enterprise subscription customer base are typically one to five years in length, and as of December 31, 2008, approximately 50% of our contracts were more than one year in length. We
generally invoice our customers annually in advance of their subscription (for both new sales and renewals), with the majority of the payments typically due upon receipt of invoice. Deferred revenue consists primarily of billings or payments
received in advance of revenue recognition from our subscription agreements and is recognized over time as the revenue recognition criteria are met. Deferred revenue does not include the unbilled portion of multi-year customer contracts, which is
held off the balance sheet. Changes in deferred revenue generally indicate the trend for subscription revenues over the following year as the current portion of deferred revenue is expected to be recognized as revenue within 12 months. To a lesser
extent, subscription revenues also include fees for professional services which are not bundled with our subscription products, revenues from sales of job competency models and related implementation services and revenue from the sale of our
Compensation Market Study and Salary.com Survey products, which are not sold on a subscription basis.

Advertising revenues are
comprised of revenues that we generate through agreements to display third party advertising on our website for a fixed period of time or fixed number of impressions. Advertising revenues are recognized as the advertising is displayed on the
website.

Cost of Revenues and Operating Expenses

Cost of Revenues. Cost of revenues consists primarily of costs for data acquisition and data development, fees paid to our network provider for the hosting and managing of our servers, related bandwidth
costs, compensation costs for the support and implementation of our products, compensation costs related to our consulting and professional services business and amortization of capitalized software costs. As we continue to implement and support our
new and existing products and expand our data sets, we expect that over the next few years cost of revenues will continue to increase as a percentage of revenue and on an absolute dollar basis. Over the longer term, we expect our cost of revenues to
decrease as a percentage of revenue as our business grows and our new data products gain market acceptance.

Research and
Development. Research and development expenses consist primarily of compensation for our software and data application development personnel. We have historically focused our research and development efforts on improving and enhancing our
existing on-demand software and data offerings as well as developing new features, functionality and products. We expect that in the future, research and development expenses will increase on an absolute dollar basis as we upgrade and extend our
service offerings and develop new technologies.

Sales and Marketing. Sales and marketing expenses consist primarily of
compensation for our sales and marketing personnel, including sales commissions, as well as the costs of our marketing programs. The direct sales commissions for our subscription sales are capitalized at the time a subscription agreement is executed
by a customer and we recognize the initial year sales commission expense ratably over one year. In the case of multi-year agreements, upon billing the customer for each additional year, we incur a subsequent sales commission and recognize the
expense for such commission over the applicable year. Typically, a majority of the sales commission is recognized in the initial year of the subscription term. In order to add new customers and increase sales to our existing customers, we plan to
continue to invest heavily in our sales efforts by increasing the number of direct sales personnel. We also plan to expand our marketing activities in order to extend brand awareness and generate additional leads for our sales staff. As a result, we
expect that our sales and marketing expenses will increase on an absolute dollar basis as we grow our business.

General and
Administrative. General and administrative expenses consist of compensation expenses for executive, finance, accounting, human resources, administrative and management information systems personnel, professional fees and other corporate
expenses, including rent and depreciation expense.



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Results of Operations

The following table sets forth our total deferred revenue and net cash provided by (used in) operating activities for each of the periods indicated.



|                                                    |  |                               |        |                              |      |   |        |  |   |        |   |  |   |       
|--------------------------------------------------- |  | ----------------------------- | ------ | ---------------------------- | ---- | - | ------ |  | - | ------ | - |  | - | ------
|                                                    |  | Three Months EndedDecember 31 |        | Nine Months EndedDecember 31
|                                                    |  | 2008                          |        |                              | 2007 |   | 2008   |  |   | 2007  
|                                                    |  | (in thousands)                |        | (in thousands)              
|Total deferred revenue at end of period             |  | $                             | 27,303 |                              |      | $ | 20,909 |  | $ | 27,303 |   |  | $ | 20,909
|Net cash (used in) provided by operating activities |  |                               | (3,736 | )                            |      |   | 2,306  |  |   | (6,804 | ) |  |   | 5,412 

Three Months Ended December 31, 2008 compared to Three Months Ended December 31, 2007

Revenues. Revenues for the third quarter of fiscal 2009 were $11.0 million, an increase of $1.8 million, or 20%, compared to revenues of
$9.2 million for the third quarter of fiscal 2008. Subscription revenues were $10.3 million for the third quarter of fiscal 2009, an increase of $1.8 million, or 21%, compared to subscription revenues of $8.5 million for the third
quarter of fiscal 2008. The growth in subscription revenues was due primarily to our acquisitions during the second half of fiscal 2008 which led to an increase in revenue of $1.2 million and an increase of $0.5 million in recognized revenue of our
core compensation and talent management products sold by our professional services sales team. Advertising revenues were $735,000 for the third quarter of fiscal 2009 compared to advertising revenues of $681,000 for the third quarter of fiscal 2008.
Total deferred revenue as of December 31, 2008 was $27.3 million, representing an increase of $6.4 million, or 30%, compared to total deferred revenue of $20.9 million as of December 31, 2007.

Cost of Revenues. Cost of revenues for the third quarter of fiscal 2009 was $3.0 million, an increase of $0.8 million, or 34%, compared to
cost of revenues of $2.2 million for the third quarter of fiscal 2008. The increase in cost of revenues was primarily due to a $0.5 million increase of costs attributable to the recent acquisitions of Infobasis and Genesys, $0.4 million increase in
payroll and benefit related costs due to the addition of personnel to our compensation and professional service teams in the third quarter of fiscal 2009 compared to the third quarter of fiscal 2008, a $0.1 million increase in amortization of
intangible assets primarily from data acquisition costs and a $0.1 million increase in stock-based compensation expense, partially offset by a decrease of $0.5 million in incentive compensation charges during the third quarter of fiscal 2009. As a
percent of total revenues, cost of revenues increased to 27% in the third quarter of fiscal 2009 compared to 24% in the third quarter of fiscal 2008. The percentage increase was primarily the result of an increase in professional services personnel
needed to support our changing business mix which now includes a more substantial consulting component.

Research and Development
Expenses. Research and development expenses for the third quarter of fiscal 2009 were $2.2 million, an increase of $0.8 million, or 62%, compared to research and development expenses of $1.4 million for the third quarter of fiscal 2008. The
increase in research and development expenses was primarily due to a $0.4 million increase in payroll and related expenses due to the addition of research and development personnel since the third quarter of fiscal 2008, a $0.2 million increase of
costs attributable to the recent acquisitions of Infobasis and Genesys, a $0.1 million increase in equipment expenses to support the increased headcount, and a $0.1 million increase in stock-based compensation expense, partially offset by a decrease
of $0.2 million in incentive compensation charges during the third quarter of fiscal 2009. Research and development expenses increased to 20% of total revenues in the third quarter of fiscal 2009 compared to 15% of total revenues in the third
quarter of fiscal 2008 primarily as a result of the increased headcount to support planned product introductions.



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Sales and Marketing Expenses. Sales and marketing expenses for the third quarter of fiscal
2009 were $6.7 million, an increase of $1.5 million, or 28%, compared to sales and marketing expenses of $5.2 million for the third quarter of fiscal 2008. The increase was primarily due to a $1.2 million increase in payroll and benefit related
costs due to the addition of sales and marketing personnel since the third quarter of fiscal 2008, a $0.4 million increase in expenses from outside service providers, a $0.3 million increase of costs attributable to the recent acquisitions of
Infobasis and Genesys, and a $0.2 million increase in advertising and trade show expenses, partially offset by a decrease of $0.6 million in incentive compensation charges during the third quarter of fiscal 2009. Sales and marketing expenses
increased to 61% of total revenues in the third quarter of fiscal 2009 compared to 57% of total revenues in the third quarter of fiscal 2008.

General and Administrative Expenses. General and administrative expenses for the third quarter of fiscal 2009 were $3.7 million, an increase of $0.2 million, or 4%, compared to general and administrative expenses of
$3.6 million for the third quarter of fiscal 2008. The increase was primarily due to a $0.3 million increase of costs attributable to the recent acquisitions of Infobasis and Genesys, $0.2 million increase in outside service costs, a $0.1
million increase in director fees, a $0.1 million increase in our provision for bad debts, and an increase of $0.2 million in travel and departmental expenses, partially offset by a decrease of $0.4 million in incentive compensation charges during
the third quarter of fiscal 2009 and a $0.4 million decrease in accounting related costs. General and administrative expenses decreased to 34% of total revenues in the third quarter of fiscal 2009 compared to 39% in the third quarter of fiscal 2008.

Amortization of Intangible Assets. Amortization of intangible assets for the third quarter of fiscal 2009 was $495,000
compared to $321,000 in the third quarter of fiscal 2008. The increase in amortization was primarily due to the amortization of intangible assets acquired as part of the acquisition of ITG Competency Group, Inc (ITG) in August 2007,
Schoonover Associates, Inc. in December 2007 and InfoBasis in August 2008.

Interest Income. Interest income for the third quarter
of fiscal 2009 was $61,000 compared to $495,000 in the second quarter of fiscal 2008. The decrease in interest income was due to a decrease in invested cash balances as well as a decrease in interest rates in the third quarter of fiscal 2009
compared to the third quarter of fiscal 2008.

Other Expense. Other expense for the third quarter of fiscal 2009 consisted of
franchise taxes of $30,000 and interest expenses of $22,000 due to current quarter borrowings against the our line of credit used to fund the acquisition of Genesys in December 2008.

Provision for Income Taxes. The provision for income taxes for the third quarter of fiscal 2009 was $36,000 compared to $49,000 in the third
quarter of fiscal 2008. The provision for income taxes consisted primarily of a deferred tax liability arising from timing differences between book and tax income related to goodwill and intangible asset amortization related to our business
acquisitions.

Nine Months Ended December 31, 2008 compared to Nine Months Ended December 31, 2007

Revenues. Revenues for the nine months ended December 31, 2008 were $31.2 million, an increase of $6.0 million, or 24%, compared to
revenues of $25.2 million for the same period a year ago. Subscription revenues were $29.1 million for the nine months ended December 31, 2008, an increase of $6.1 million, or 26%, compared to subscription revenues of
$23.0 million for the year earlier period. The increase in subscription revenues was due primarily to an increase of $2.8 million in recognized revenue of our core compensation and talent management products sold by our professional services
sales team. Revenues from the acquisitions we made during the second half of fiscal 2008 and the second quarter of fiscal 2009 increased revenues by $3.4 million. Advertising revenues were $2.0 million for the nine months ended December 31,
2008 compared to advertising revenues of $2.1 million for the same period a year ago.



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Cost of Revenues. Cost of revenues for the nine months ended December 31, 2008 was $9.3
million, an increase of $3.6 million, or 63%, compared to cost of revenues of $5.7 million for the same period a year ago. The increase in cost of revenues was primarily due to a $1.4 million increase in payroll and benefit related costs due to the
addition of personnel to our compensation and professional service teams in the nine months ended December 31, 2008 compared to the year earlier period, a $0.9 million increase in amortization of intangible assets primarily from acquired data
acquisition costs, a $0.6 million increase in stock-based compensation expense, a $0.5 million increase of costs attributable to the recent acquisitions of Infobasis and Genesys, an increase of $0.2 million in outside technology costs, partially
offset by a decrease of $0.4 million in incentive compensation charges. As a percent of total revenues, cost of revenues increased to 30% in the nine months ended December 31, 2008 compared to 23% in the same period a year ago. The percentage
increase was primarily the result of an increase in professional services personnel needed to support our changing business mix which now includes a more substantial consulting component.

Research and Development Expenses. Research and development expenses for the nine months ended December 31, 2008 were $6.3 million, an
increase of $2.8 million, or 82%, compared to research and development expenses of $3.5 million for the same period a year ago. The increase in research and development expenses was primarily due to a $0.8 million increase in stock-based
compensation expense, a $0.6 million increase in payroll and related expenses due to the addition of research and development personnel since the second quarter of fiscal 2008, a $0.5 million increase in equipment expenses to support the increased
headcount and an increase of $0.2 million of costs attributable to the recent acquisitions of Infobasis and Genesys, partially offset by a decrease of $0.2 million in incentive compensation charges. Research and development expenses increased to 20%
of total revenues in the nine months ended December 31, 2008 compared to 14% of total revenues in the same period a year ago, primarily as a result of the increased headcount to support planned product introductions.

Sales and Marketing Expenses. Sales and marketing expenses for the nine months ended December 31, 2008 were $20.4 million, an increase
of $6.8 million, or 50%, compared to sales and marketing expenses of $13.6 million for the same period a year ago. The increase was primarily due to a $3.4 million increase in payroll and benefit related costs due to the addition of sales and
marketing personnel since the second quarter of fiscal 2008, a $1.1 million increase in outside service and consulting fees, a $1.0 million increase in marketing, advertising and trade show expenses, a $0.7 million increase in stock-based
compensation expense, a $0.5 million increase in travel expenses, an increase of $0.4 million of costs attributable to the recent acquisitions of Infobasis and Genesys and an increase of $0.3 million in commissions expense, partially offset by a
decrease of $0.6 million in incentive compensation charges. Sales and marketing expenses increased to 65% of total revenues in the nine months ended December 31, 2008 compared to 54% of total revenues in the same period a year ago.

General and Administrative Expenses. General and administrative expenses for the nine months ended December 31, 2008 were
$11.7 million, an increase of $1.6 million, or 16%, compared to general and administrative expenses of $10.1 million for the same period a year ago. The increase in general and administrative expenses was primarily due to a $0.8 million
increase in payroll and benefit related costs due to the addition of administrative personnel. Also contributing to the increase in general and administrative expenses was a $0.5 million increase in stock-based compensation expense, an increase of
$0.4 million in directors fees, an increase of $0.4 million in general office expenses, an incremental $0.3 million of administrative expenses related to the current fiscal year acquisitions, an increase of $0.3 million in travel and seminar
expenses and an increase of $0.2 million in outside service fees. The increase in general and administrative expenses was somewhat offset by a decrease in legal expense of $0.6 million, a decrease of $0.5 million in incentive compensation charges
and a decrease in accounting fees of $0.4 million. General and administrative expenses decreased to 38% of total revenues in the nine months ended December 31, 2008 compared to 40% in the same period a year ago.

Amortization of Intangible Assets. Amortization of intangible assets for the nine months ended December 31, 2008 was $1,288,000 compared
to $736,000 in the same period a year ago. The increase in amortization was primarily due to the amortization of intangible assets acquired as part of the acquisition of ITG in August 2007, Schoonover Associates, Inc. in December 2007, InfoBasis in
August 2008 and Genesys in December 2008.



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Interest Income. Interest income for the nine months ended December 31, 2008 was $0.5 million
compared to $1.6 million in the same period a year ago. The decrease in interest income was due to a decrease in invested cash balances as well as a decrease in interest rates in the nine months ended December 31, 2008 compared to the year
earlier period.

Other Expense. Other expense was $109,000 for the third quarter of fiscal 2009 consisting primarily of franchise
tax of $75,000 and interest expenses of $31,000 due to current quarter borrowings against the our line of credit used to fund the acquisition of Genesys in December 2008.

Provision for Income Taxes. The provision for income taxes for the nine months ended December 31, 2008 was $179,000 compared to $139,000 in the same period a year ago. The provision for income taxes
consisted primarily of a deferred tax liability arising from timing differences between book and tax income related to goodwill and intangible asset amortization related to our business acquisitions. The increase in the provision for income taxes is
due primarily due to the incremental impact of intangible assets acquired from business acquisitions since the third quarter of fiscal year 2008.

Liquidity and Capital Resources

At December 31, 2008, our principal sources of liquidity were cash and cash
equivalents totaling $23.5 million and accounts receivable, net of allowance for doubtful accounts of $7.5 million, compared to cash and cash equivalents of $37.7 million and accounts receivable, net of allowance for doubtful accounts of
$4.7 million at March 31, 2008. Our working capital (not including the impact of our line of credit classified as current) as of December 31, 2008 was $0.9 million compared to working capital of $16.0 million as of March 31, 2008. The
reduction in our working capital was primarily due to operating losses, our acquisition of InfoBasis, which was funded by our working capital, and current year capital expenditures. During the current quarter we borrowed against our line of credit
and, as of December 31, 2008, we had an outstanding balance of $7.3 million against our line.

Cash used in operating activities for
the nine months ended December 31, 2008 was $6.8 million. This amount resulted from a net loss of $17.6 million, adjusted for net non-cash charges of $10.0 million and a $0.8 million net increase in working capital accounts. Non-cash items
primarily consisted of $0.9 million of depreciation and amortization of property, equipment and software, $2.5 million of amortization of intangible assets and $6.1 million of stock-based compensation. The net increase in working capital of
$0.8 million was primarily comprised of increases in accounts receivable of $1.4 million and deferred revenue of $2.9 million. The increase in accounts receivable was primarily attributable to in increase in business volume offset by a slight
deterioration in collections. The increase in deferred revenue is primarily due to increased invoicing less revenue recognition from our subscription customers in the nine months ended December 31, 2008. The growth in the invoicing was
primarily due to increased subscription renewals and increased sales to existing customers. Currently, payment for the majority of our subscription agreements is due upon invoicing. Because revenue is generally recognized ratably over the
subscription period, payments received at the beginning of the subscription period result in an increase to accounts receivable and deferred revenue. Changes in deferred revenue generally indicate the trend for subscription revenues over the
following year as the current portion of deferred revenue is expected to be recognized within 12 months.

Cash used in investing activities
was $21.2 million and consisted primarily of $12.7 million paid for the acquisition of business during the nine months ended December 31, 2008, $6.5 million of funds obtained from payroll customers to be used in satisfying related obligations,
$1.5 million paid for purchases of property and equipment for new offices, network infrastructure and computer equipment to support our growth in employee headcount and off-shore efforts, and an increase in restricted cash of $0.4 million. We intend
to continue to invest in our content data sets, software development and network infrastructure to ensure our continued ability to enhance our existing software, expand our data sets, introduce new products, and maintain the reliability of our
network.

Cash provided by financing activities was $13.8 million, which consisted primarily of borrowings of $7.3 million against our line
of credit used to fund the acquisition of Genesys in December 2008, $6.5 million related to increases in payroll customer related obligations and $212,000 received from the issuance of common stock related to the employee stock purchase plan, offset
by a $129,000 repayment of a note payable from a vendor.



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On December 30, 2006, we entered into an agreement with a vendor to obtain additional data sets that
runs for an initial one year term following the date of the initial delivery. The fee for the initial term was $1.5 million. At the end of the initial term, November 17, 2008, the agreement automatically renewed in accordance with the terms of
the agreement for the first of up to six subsequent one year renewal terms, the remainder of such subsequent renewal terms are terminable by us. In December 2008, we extended the initial term of the agreement to June 30, 2009. The annual fees
due to the vendor related to years two through seven of the agreement are $0.5 million, $0.6 million, $0.6 million, $0.7 million, $0.8 million, and $0.9 million, respectively.

On August 3, 2007 we acquired the assets of ITG. Under the terms of the agreement, the owners of ITG are eligible to earn up to $1.0 million in
additional consideration based on meeting certain performance targets during the first two years after the closing of the acquisition, and can earn additional consideration if these targets are exceeded. The additional consideration will be paid 75%
in cash and 25% in common stock. As of December 31, 2008, all $1.0 million of the additional consideration has been earned, of which approximately $0.5 million was earned in the nine months ended December 31, 2008 and recorded as
additional goodwill. The additional consideration was paid in October 2008.

On December 21, 2007 we acquired the assets of Schoonover
Associates, Inc. Under the terms of the agreement, $0.5 million of cash will be held in escrow until one year from the anniversary of the closing. Schoonover will also be eligible to earn additional consideration based on meeting certain performance
targets during the first five fiscal years after March 31, 2008. The additional consideration, if earned, consists of cash payments of no more than $100,000 per year for 5 years and 112,646 newly issued shares of common stock valued at $1.5
million, which are eligible to vest ratably over such five-year period.

On April 17, 2008, we entered into a leaseline agreement
(Leaseline #4) with a maximum available commitment of $350,000. The lease term began on July 1, 2008 and runs for a term of 36 months. As of December 31, 2008, we had leased approximately $173,000 of equipment under the terms of this
leaseline. On July 24, 2008, we entered into a leaseline agreement (Leaseline #5) with a maximum available commitment of $200,000. The lease term began on October 1, 2008 and runs for a term of 36 months. In addition, we have approximately
$1.1 million, in a restricted cash account as collateral for equipment with a value of approximately $1.1 million in accordance with all of our master lease agreements.

In June 2008, we entered into an agreement with a vendor to finance the purchase of perpetual software licenses in the amount of approximately $738,000. We will make quarterly payments of approximately $64,000 for a
term of 36 months.

On August 8, 2008 we entered into a modification of our existing credit facility with Silicon Valley Bank to
modify certain of the financial covenants and extend the term of the agreement to September 23, 2008. On September 17, 2008 we entered into a second modification of our credit facility to extend the term of the agreement to October 8,
2008. On October 8, 2008, we entered into an extension of this credit facility which has a term of two years and expires on October 8, 2010. In addition, we increased the line of credit from $5,000,000 to $10,000,000. Borrowings on the
revolving line bear interest at the banks prime rate or, if our unrestricted cash falls below $20 million, at the banks prime rate plus 0.25%. The credit facility is collateralized by substantially all of our assets. In addition, the
facility carries an unused revolving line facility fee of 0.375% of the undrawn balance. The credit agreement contains financial covenants that require us to maintain an unrestricted cash balance at Silicon Valley Bank of at least $20 million. If
our unrestricted cash falls below $20 million, then the amount we could borrow under the line of credit would be limited to a borrowing base consisting of a specified percentage of accounts receivable and a specified percentage of future billings.
In addition, we would be required to maintain unrestricted cash plus borrowing availability of at least $15 million, and would be required to meet certain minimum quarterly invoicing targets. As of December 31, 2008, there was $7.3 million
outstanding under the credit facility.



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On August 21, 2008, we acquired the share capital of InfoBasis. Under the terms of the agreement,
the former employee owners of InfoBasis will be eligible to earn additional consideration based on meeting certain performance targets during each of the five twelve month periods ending August 31, 2009, 2010, 2011, 2012 and 2013. The
additional consideration, if earned, consists of cash payments of a maximum of $200,000 per year for 5 years, allocated proportionately amongst the former employee owners.

In October 2008, we entered into a new office lease for our subsidiary in Shanghai, China. The lease is for approximately 2,900 square meters and has an
initial term of three years, commencing in January 2009. We can extend the lease for an additional three years at the end of the initial term. Rental payments under the lease are 365,000 Chinese Yuan RMB per month (approximately $54,000 per month).

On December 15, 2008, the Board of Directors authorized the repurchase by the Company of up to $2.5 million of its common stock from
time to time at prevailing prices in the open market or in negotiated transactions off the market. As of December 31, 2008, 25,213 shares with a total value of $37,932 have been repurchased by the Company pursuant to this repurchase program.

On December 17, 2008, we acquired all issued and outstanding shares of Genesys. Under the terms of the agreement, the Genesys
shareholders and optionholders are eligible to earn additional consideration of up to $2,000,000 which would be paid in cash or shares of our common stock, at our option, based on Genesys meeting certain performance targets during the first year
after the closing of the merger.

On January 7, 2009, we implemented and completed a workforce reduction of approximately 100
employees, representing approximately sixteen percent (16%) of our workforce. We implemented this workforce reduction in response to the current and anticipated macro-economic uncertainties. As a result of the reduction in workforce, we expect
to record a charge of approximately $2.5 million in the fourth quarter of fiscal 2009 which will include cash payments related to the severance and continuation of benefits for terminated employees of approximately $1.0 million and non-cash stock
based compensation charges related to the acceleration of vesting on stock options and restricted stock of approximately $1.5 million. Other than these severance amounts, we do not expect to incur future cash expenditures in connection with the
workforce reduction. We expect the reduction in workforce to yield approximately $10 million in pre-tax annual cost savings.

Given our
current cash, accounts receivable and available borrowings under our credit facility, we believe that we will have sufficient liquidity to fund our business and meet our contractual obligations for at least the next 12 months. However, we may need
to raise additional funds in the future in the event that we pursue acquisitions or investments in complementary businesses or technologies or experience operating losses that exceed our expectations. If we raise additional funds through the
issuance of equity or convertible securities, our stockholders may experience dilution. In the event that additional financing is required, we may not be able to obtain it on acceptable terms or at all.

During the last three fiscal years, inflation and changing prices have not had a material effect on our business and we do not expect that inflation or
changing prices will materially affect our business in the foreseeable future.

Other than as discussed above, there have been no material
changes to our contractual obligations, as disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2008.

Off-Balance-Sheet
Arrangements

Under GAAP, certain obligations and commitments are not required to be included in the consolidated balance sheet. These
obligations and commitments, while entered into in the normal course of business, may have a material impact on liquidity. We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing,
liquidity, market, or credit risk that could arise if we had engaged in such relationships.



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Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements requires us to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under
different assumptions or conditions.

We believe that of our significant accounting policies, which are described in the notes to our
financial statements, the following accounting policies involve a greater degree of judgment, complexity and effect on materiality. A critical accounting policy is one that is both material to the presentation of our financial statements and
requires us to make difficult, subjective or complex judgments for uncertain matters that could have a material effect on our financial condition and results of operations. Accordingly, these are the policies we believe are the most critical to aid
in fully understanding and evaluating our financial condition and results of operations.

Revenue Recognition. In accordance
with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, as amended by Staff Accounting Bulletin No. 104, Revenue Recognition, we recognize revenues from subscription agreements for
our on-demand software and related services when there is persuasive evidence of an arrangement, the service has been provided to the customer, the collection of the fee is probable and the amount of the fees to be paid by the customer is fixed or
determinable. Amounts that have been invoiced are recorded in accounts receivable and deferred revenue. Our subscription agreements generally contain multiple service elements and deliverables. These elements include access to our software and often
specify initial services including implementation and training. Except under limited circumstances, our subscription agreements do not provide customers the right to take possession of the software at any time.

In accordance with Emerging Issues Task Force Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, or EITF 00-21, issued by the Emerging
Issues Task Force of the Financial Accounting Standards Board, or FASB, in May 2003, and Statement of Position (SOP) 97-2, Software Revenue Recognition, or SOP No. 97-2, we define all elements in our multiple
element subscription agreements as a single unit of accounting, and accordingly, recognize all associated revenue over the subscription period, which is typically one to five years in length. In the event professional services relating to
implementation are required, we generally do not recognize revenue until such implementation is complete. In applying the guidance in EITF 00-21 and SOP 97-2, we determined that we do not have objective and reliable evidence of the fair value of the
subscription to our on-demand software after delivery of specified initial services. We therefore account for our subscription arrangements and our related service fees as a single unit.

Income Taxes. We account for income taxes in accordance with FASB Statement No. 109, Accounting for Income Taxes, or SFAS 109,
which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. SFAS 109 also requires that deferred tax assets
be reduced by a valuation allowance if it is more likely than not that some portion of all of the deferred tax asset will not be realized. The realization of the deferred tax assets is evaluated quarterly by assessing the valuation allowance and by
adjusting the amount of the allowance, if necessary. As of December 31, 2008, we have a full valuation allowance against our deferred tax assets.

In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109(FIN 48), which clarifies the accounting
for uncertainty in income taxes by prescribing the minimum recognition threshold and measurement requirements a tax position must meet before recognized a benefit in the financial statements. FIN 48 also provides guidance on derecognition,
measurement, classification, interest and penalties, accounting for interim periods and disclosures for uncertain tax positions.

Software Development Costs. We capitalize certain internal software development costs under the provisions of Statement of Position No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use (SOP 98-1). SOP 98-1 requires computer software costs associated with internal use software to be charged to operations as incurred until certain capitalization criteria are met.Costs incurred during the
preliminary project stage and the post-implementation stages are expensed as incurred. Certain qualifying costs incurred during the application development stage are capitalized as property, equipment and software. These costs generally consist



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of internal labor during configuration, coding, and testing activities. Capitalization begins when the preliminary project stage is complete, management with
the relevant authority authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. These costs are amortized using the
straight-line method over the estimated useful life of the software, generally three years.

Allowance for Doubtful
Accounts. We maintain an allowance for doubtful accounts for estimated losses resulting from our customers inability to pay us. The provision is based on our historical experience and for specific customers that, in our opinion, are
likely to default on our receivables from them. In order to identify these customers, we perform ongoing reviews of all customers that have breached their payment terms, as well as those that have filed for bankruptcy or for whom information has
become available indicating a significant risk of non-recoverability. In addition, we have experienced significant growth in the number of our customers, and we have less payment history to rely upon with these customers. We rely on historical
trends of bad debt as a percentage of total revenue and apply these percentages to the accounts receivable associated with new customers and evaluate these customers over time. To the extent that our future collections differ from our assumptions
based on historical experience, the amount of our bad debt and allowance recorded may be different.

Stock-Based Compensation. We
follow the provisions of FASB Statement No. 123-revised, Share-Based Payment (SFAS 123R), which requires that all stock-based compensation be recognized as an expense in the financial statements over the vesting
period and that such expense be measured at the fair value of the award.

Determining the appropriate fair value model and calculating the
fair value of stock-based payment awards require the use of highly subjective assumptions, including the expected life of the stock-based payment awards and stock price volatility. We use the Black-Scholes option-pricing model to value our option
grants and determine the related compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent managements best estimates, but the estimates involve inherent uncertainties and the application
of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.

We estimate our expected volatility based on historical data from our traded share price. Management believes that the historical volatility of our stock price represents the best estimate of the expected volatility
of our stock price. Prior to February 2007, we were a private company and therefore lacked sufficient company-specific historical and implied volatility information. Consequently, we estimated our volatility based on the volatility of a peer group
of publicly traded companies.

The risk-free interest rate used for each grant is equal to the U.S. Treasury yield curve in effect at the
time of grant for instruments with a similar expected life.

The expected term of the options granted was determined based upon review of
the period that our share-based awards are expected to be outstanding and is estimated based on historical experience of similar awards, giving consideration to the contractual term of the awards, vesting schedules, employee turnover and
expectations of employee exercise behavior.

The stock price volatility and expected terms utilized in the calculation of fair values
involve managements best estimates at that time, both of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the vesting period of the option.
SFAS 123R also requires that we recognize compensation expense for only the portion of options that are expected to vest. Therefore, we have estimated expected forfeitures of stock options with the adoption of SFAS 123R. In developing a
forfeiture rate estimate, we have considered our historical experience and our growing employee base. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in
future periods.

We recognized stock-based compensation pursuant to SFAS 123R in the amount of $6.1 million and $3.5 million in the
nine months ended December 31, 2008 and 2007, respectively. As of December 31, 2008, we had $15.4 million of total unrecognized compensation cost related to nonvested stock-based compensation awards granted under our equity plans. The
unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.9 years.



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Valuation of Goodwill and Intangible Assets. We follow the guidance of SFAS No. 142,
Goodwill and Other Intangible Assets or SFAS 142. In accordance with SFAS No. 142, goodwill and certain intangible assets are no longer amortized, but instead we assess the impairment of goodwill and identifiable intangible assets
on at least an annual basis and whenever events or changes in circumstances indicate that the carrying value of the goodwill or intangible asset is greater than its fair value. Factors we consider important that could trigger an impairment review
include significant underperformance relative to historically or projected future operating results, identification of other impaired assets within a reporting unit, the disposition of a significant portion of a reporting unit, significant adverse
changes in business climate or regulations, significant changes in senior management, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, a
significant decline in our stock price for a sustained period, a decline in our credit rating, or a reduction of our market capitalization relative to net book value. Determining whether a triggering event has occurred includes significant judgment
from management.

The estimation of the fair values of goodwill and the reporting units to which it pertains requires the use of discounted
cash flow valuation models. Those models require estimates of future revenue, profits, capital expenditures and working capital for each unit. These estimates will be determined by evaluating historical trends, current budgets, operating plans and
industry data. Determining the fair value of reporting units and goodwill includes significant judgment by management and different judgments could yield different results.

Valuation of identifiable intangible assets acquired in business combinations. In connection with our acquisitions, we assess and formulate a
plan related to the future integration of the acquired entity. This process begins during the due diligence process and is concluded within twelve months of the acquisition. Identifiable intangible assets consist primarily of non-compete agreements,
customer relationships, trademarks and acquired technology. Such intangible assets arise from the allocation of the purchase price of businesses acquired to identifiable intangible assets based on their respective fair market values in accordance
with SFAS No. 141, Business Combinations. Amounts assigned to such identifiable intangible assets are primarily based on independent appraisals using established valuation techniques and management estimates. Adjustments to these
estimates are made during the acquisition allocation period, which is generally up to twelve months from the acquisition date as plans are finalized.

New Accounting Pronouncements

On June 16, 2008, the FASB issued Staff Position No. (FSP) EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. FSP EITF 03-6-1 addresses whether instruments granted in sharebased payment transactions are participating securities prior to
vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (EPS) under the two-class method described in paragraphs 60 and 61 of SFAS 128. FSP EITF 03-6-1 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those years. We have determined that the implementation of FSP EITF 03-6-1 will result in the restricted stock outstanding that is related to the early exercise of stock
options being included in the computation of EPS. As of December 31, 2008, we had 857,020 shares of restricted stock outstanding related to the early exercise of stock options that would have been included in the computation of EPS. If FSP EITF
03-6-1 was effective for the three and nine months ended December 31, 2008, EPS would have been $(0.31) and $(1.10), respectively.

On
May 9, 2008, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). The new standard is intended to
improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with GAAP for nongovernmental entities. Prior to the
issuance of SFAS 162, GAAP hierarchy was defined for public accountants and their firms in the American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards (SAS) No. 69, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles. SFAS 162 states that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for financial
statements that are presented in conformity with GAAP. SFAS 162 is effective November 15, 2008 and its adoption did not have a material impact on the Companys consolidated financial statements.



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On April 25, 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of
Intangible Assets, which revises the factors that an entity should consider to develop renewal or extension assumptions used in determining the useful life of a recognized intangible asset. The FSP amends paragraph 11(d) of FSAS 142. The
FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008 and for interim periods within those fiscal years. Early adoption is prohibited. Entities should apply the FSPs guidance on determining
the useful life of an intangible asset prospectively to recognized intangible assets acquired after the FSPs effective date. However, once effective, the FSPs disclosure requirements apply prospectively to all recognized intangible
assets, including those acquired before the FSPs effective date. We are currently assessing the impact that FAS 142-3 may have on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB
No. 51, (SFAS 160), which improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements. The provisions of SFAS 160 are
effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. We are in the process of determining what effect, if any, the adoption of SFAS 160 will have on our consolidated financial
statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations, (SFAS
141R), which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. The provisions of SFAS 141R are
effective for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We are in the process of determining what effect, if any, the adoption of SFAS 141R will have on
our consolidated financial statements.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Foreign Currency Exchange Risk. Our results of operations and cash flows are not subject to fluctuations due to changes in foreign currency exchange rates in any material respect.

Interest Rate Sensitivity. Interest income and expense are sensitive to changes in the general level of U.S. interest rates. However,
based on the nature and current level of our investments, which are primarily cash and debt obligations, we believe that there is no material risk of exposure.



|Item 4. | Controls and Procedures
|------- | -----------------------

(a)Evaluation of
disclosure controls and procedures. The Company evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end
of the period covered by this quarterly report on Form 10-Q. G. Kent Plunkett, our Chief Executive Officer, and Bryce Chicoyne, our Chief Financial Officer, reviewed and participated in this evaluation. Based upon that evaluation, Messrs. Plunkett
and Chicoyne concluded that the Companys disclosure controls and procedures were effective as of the end of the period covered by this report and as of the date of the evaluation.

(b)Changes in internal controls over financial reporting.We continue to review our internal controls over financial reporting, and may from time
to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business. As a result of the evaluation completed, Messrs. Plunkett and Chicoyne have concluded that there were no changes during the fiscal
quarter ended December 31, 2008 in our internal controls over financial reporting, which have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.



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PART II.

OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

We are not currently subject to
any material legal proceedings. From time to time, however, we may be named as a defendant in legal actions arising from our normal business activities. These claims, even those that lack merit, could result in the expenditure of significant
financial and managerial resources.



|Item 1A. | Risk Factors
|-------- | ------------

The following information updates,
and should be read in conjunction with, the information disclosed in Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended March 31, 2008.

This Quarterly Report on Form 10-Q contains or incorporates a number of forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as
may, will, should, expects, plans, anticipates, could, intends, target, projects, contemplates, believes,
estimates, predicts, potential or continue or the negative of these terms or other similar words. These statements are only predictions. We have based these forward-looking statements largely on our
current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject
to risks, uncertainties and other factors described in Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report. Accordingly, you should not rely
upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those
projected in the forward-looking statements. We have identified below some important factors that could cause our forward-looking statements to differ materially from actual results, performance or financial condition:



| |  |  | our ability to become profitable;
| | - |  | ---------------------------------



| |  |  | the ability of our solutions to achieve market acceptance;
| | - |  | ----------------------------------------------------------



| |  |  | a highly competitive market for compensation management;
| | - |  | --------------------------------------------------------



| |  |  | failure of our customers to renew their subscriptions for our products;
| | - |  | -----------------------------------------------------------------------



| |  |  | our inability to adequately grow our operations and attain sufficient operating scale;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | our ability to generate additional revenues from investments in sales and marketing;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | our ability to integrate acquired companies and businesses;
| | - |  | -----------------------------------------------------------



| |  |  | our inability to effectively protect our intellectual property and not infringe on the intellectual property of others;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | our inability to raise sufficient capital when necessary or at satisfactory valuations;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the loss of key personnel;
| | - |  | --------------------------



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| |  |  | unfavorable economic and market conditions caused by the recent financial crisis in the credit markets; and
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | other factors discussed elsewhere in this report.
| | - |  | -------------------------------------------------

The risks and uncertainties described in this Quarterly Report on Form 10-Q are not the only ones we face. Additional risks and uncertainties, including those not presently known to us or that we currently deem
immaterial, may also impair our business. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date of this report. Except as required by law, we assume no obligation to update any forward-looking
statements after the date of this report.

Our operating results may be adversely affected by unfavorable economic and market conditions and the
uncertain geopolitical environment

Recent turmoil in the geopolitical environment in many parts of the world and changes in energy
costs may continue to put pressure on global economic conditions. Our operating results may also be affected by uncertain or changing economic conditions, such as the challenges that are currently affecting the credit markets and economic conditions
in the United States. If global economic and market conditions, or economic conditions in the United States, remain uncertain or persist, spread, or deteriorate further, we may experience material impacts on our business, operating results, and
financial condition.

We have incurred operating losses in the past and expect to incur operating losses in the future.

We have incurred operating losses in the past and we expect to incur operating losses in the future. As of December 31, 2008, our accumulated deficit
is approximately $57.6 million. Our recent operating losses were $17.9 for the nine months ended December 31, 2008, $12.3 million for the fiscal year ended March 31, 2008, $8.3 million for the fiscal year ended March 31,
2007, and $3.0 million for the fiscal year ended March 31, 2006. We have not been profitable since our inception, and we may not become profitable. In addition, we expect our operating expenses to increase in the future as we expand our
operations. If our operating expenses exceed our expectations, our financial performance could be adversely affected. If our revenue does not grow to offset these increased expenses, we may not become profitable. You should not consider recent
revenue growth as indicative of our future performance. In fact, in future periods, we may not have any revenue growth, or our revenue could decline.

Our credit facility contains certain financial and negative covenants, the breach of which may adversely affect our financial condition.

In October 2008, we amended our credit facility with Silicon Valley Bank under which we had drawn down $7.3 million as of December 31, 2008. The modification agreement contains financial covenants that require us to
maintain an unrestricted cash balance at Silicon Valley Bank of at least $20 million. If our unrestricted cash falls below $20 million, then the amount we could borrow under the line of credit would be limited to a borrowing base consisting of a
specified percentage of accounts receivable and a specified percentage of future billings. In addition, we would be required to maintain unrestricted cash plus borrowing availability of at least $15 million, and would be required to meet certain
minimum quarterly invoicing targets. If we are not in compliance with certain of these covenants, in addition to other actions the creditor may require, the amounts drawn on the facility may become immediately due and payable. This immediate payment
may negatively impact our financial condition and we may be forced by our creditor into actions, which may not be in our best interests.

Our growth
could strain our personnel and infrastructure resources, and if we are unable to implement appropriate controls and procedures to manage our growth, we may not be able to successfully implement our business plan.

Rapid growth in our headcount and operations may place a significant strain on our management, administrative, operational and financial infrastructure.
Between March 31, 2004 and February 5, 2009, the number of our full time equivalent employees increased from 76 to 520.

Our success
will depend in part upon the ability of our senior management to manage the growth we have experienced effectively. However, the growth we have experienced may place greater strains on our resources. For instance, if our new hires perform poorly, or
if we are unsuccessful in hiring, training, managing and integrating these new employees as needed, or if we are not successful in retaining our existing employees, we may not be able to handle any increase in the volume of our business and our
business may be harmed. If we continue to grow, we may outgrow our current space in Waltham, Massachusetts, Methuen, Massachusetts, Shanghai, China and Abingdon, United Kingdom or desire to open additional offices domestically and internationally,
which will require us to expend additional financial resources and make it more difficult to manage employees not located at our principal headquarters and maintain uniform standards, controls, procedures and policies across locations. If we
determine that it is necessary or desirable to open additional offices, whether domestically or internationally, management resources will be allocated to integrating new offices, handling cultural and language issues arising from international
operations and managing costs associated with a multi-office organization. Such focus could divert managements attention from managing ongoing business operations.



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We may incur additional restructure charges or not realize the expected benefits of new initiatives to reduce costs
across our operations.

On January 7, 2009, in response to the current and anticipated macro-economic uncertainties, we implemented and
completed a workforce reduction of approximately 100 employees, representing approximately sixteen percent (16%) of our workforce. We have also undertaken additional cost savings measures to increase our competitiveness, including the reduction of
other discretionary costs such as marketing programs and outside services. As a result of the reduction in workforce, we expect to record a charge of approximately $2.5 million in the fourth quarter of fiscal 2009 under FASB Statement of Financial
Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities. This charge will include cash payments related to the severance and continuation of benefits for terminated employees of approximately $1.0
million and non-cash stock based compensation charges related to the acceleration of vesting on stock options and restricted stock of approximately $1.5 million. If economic conditions further deteriorate, we may incur additional restructuring costs
which may cause disruptions in our operations, loss of key personnel and difficulties in delivering products timely. In addition, we may not be able to realize fully the expected benefits of this workforce reduction.

Our ability to use net operating loss carryforwards in the United States may be limited.

As of December 31, 2008, we had net operating loss carryforwards of approximately $46.7 million for state and federal tax purposes. These loss
carryforwards expire at various dates through 2027. To the extent available, we intend to use these net operating loss carryforwards to reduce the U.S. corporate income tax liability associated with our operations. Section 382 of the U.S.
Internal Revenue Code of 1986 generally imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset taxable income when a corporation has undergone significant changes in stock ownership. Our ability to
utilize net operating loss carryforwards may be limited by the issuance of common stock in our initial public offering. To the extent our use of net operating loss carryforwards is significantly limited, our income could be subject to U.S. corporate
income tax earlier than it would if we were able to use net operating loss carryforwards, which could result in lower profits.

Accounting for
goodwill and other intangible assets may have a material adverse effect on us.

In accordance with the provisions of
Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, we assess the recoverability of identifiable intangibles with finite lives and other long-lived assets, such as
property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets,goodwill and intangible
assets with indefinite lives from acquisitions are evaluated annually, or more frequently, if events or circumstances indicate there may be an impairment, to determine whether any portion of the remaining balance of goodwill and indefinite lived
intangibles may not be recoverable. If it is determined in the future that a portion of our goodwill and other intangible assets is impaired, we will be required to write off that portion of the asset according to the methods defined by SFAS No. 144
and SFAS No. 142, which could have an adverse effect on net income for the period in which the write off occurs.

With our recent acquisition of
Genesys, if we are unable to release annual or periodic updates on a timely basis to reflect changes in tax laws and regulations or other regulatory provisions applicable to our products, the market acceptance of our products may be adversely
affected and our revenues could decline.

In the third quarter of fiscal 2009, we acquired Genesys. The Genesys suite of products
includes payroll management systems, which are affected by changes in tax laws and regulations and generally must be updated annually or periodically to maintain their accuracy and competitiveness. We cannot be certain that we will be able to
release these annual or periodic updates on a timely basis in the future. Failure to do so could have a material adverse effect on market acceptance of the products we acquired from Genesys. In addition, significant changes in tax laws and
regulations or other regulatory provisions applicable to our products could require us to make a significant investment in product modifications, which could result in significant unexpected costs to us.

ITEM 2  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

Pursuant to the
terms of our 2000 Stock Option and Incentive Plan and our 2004 Stock Option and Incentive Plan (Stock Plans), options may typically be exercised prior to vesting. We have the right to repurchase unvested shares from employees upon their
termination, and it is generally our policy to do so. The following table provides information with respect to purchases made by us of shares of our common stock during the three month period ended December 31, 2008:



|                |  |                                     |  |                            |       |                                                                               |        |                                                                                                         |   |          
|--------------- |  | ----------------------------------- |  | -------------------------- | ----- | ----------------------------------------------------------------------------- | ------ | ------------------------------------------------------------------------------------------------------- | - | ---------
|Period          |  | Total Number of SharesPurchased (1) |  | Average PricePaid perShare |       | Total Number of SharesPurchased as Part ofPublicly AnnouncedPlans or Programs |        | Maximum Number (orApproximate DollarValue) of Shares
thatMay Yet Be PurchasedUnder the Plans orPrograms
|October 1  31  |  | 26,976                              |  | $                          | 0.223 |                                                                               |       |                                                                                                         |   |         
|November 1  30 |  | 37,259                              |  | $                          | 0.223 |                                                                               |       |                                                                                                         |   |         
|December 1  31 |  | 9,755                               |  | $                          | 0.223 |                                                                               | 25,213 |                                                                                                         | $ | 2,462,068
|Total           |  | 73,900                              |  | $                          | 0.223 |                                                                               | 25,213 |                                                                                                         | $ | 2,462,068



|(1) | All shares were originally purchased from us by employees pursuant to exercises of unvested stock options. During the months listed above, we routinely repurchased the shares from
our employees upon their termination of employment pursuant to our right to repurchase unvested shares at the original exercise price under the terms of our Stock Plans and the related stock option agreements.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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ITEM 5  OTHER INFORMATION

In October 2008, we entered into a new office lease for our subsidiary in Shanghai, China. The lease is for approximately 2,900 square meters and has an
initial term of three years, commencing in January 2009. We can extend the lease for an additional three years at the end of the initial term. Rental payments under the lease are 365,000 Chinese Yuan RMB per month (approximately $54,000 per month).

As previously reported on a Form 8-K filed on January 8, 2009, Christopher Fuscos employment with Salary.com was terminated in
connection with our workforce reduction. Mr. Fusco had served as Salary.coms Vice President of Data Operations. In connection with Mr. Fuscos separation, we entered into a Separation Agreement and Release Agreement with
Mr. Fusco effective January 7, 2009. Under the agreement, Mr. Fusco will receive 15 weeks of base salary in severance benefits which will be paid in equal semi-monthly installments of $6,153. In addition, we accelerated the vesting on
23,731 shares of restricted common stock and 23,351 stock options held by Mr. Fusco. The foregoing summary of Mr. Fuscos severance benefits is qualified in its entirety by reference to the full text of the Separation and Release
Agreement effective January 7, 2009, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q.

ITEM 6  EXHIBITS

The exhibits listed in the Exhibits Index immediately preceding such
exhibits are filed as part of this report.



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SIGNATURES

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



|                       |  |  |  |                                                                        
|---------------------- |  |  |  | -----------------------------------------------------------------------
|                       |  |  |  | SALARY.COM, INC.                                                       
|                       |  | 
|Date: February 9, 2009 |  |  |  | /s/ Bryce Chicoyne                                                     
|                       |  |  |  | Bryce Chicoyne                                                         
|                       |  |  |  | Chief Financial Officer                                                
|                       |  |  |  | (Authorizing Officer and Principal Financial Officer of the registrant)



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                                                
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                    
|            | 
|2.1         |  | Agreement and Plan of Merger dated as of December 9, 2008 by and among Salary.com, Inc., Genesys Software Systems, Inc., Cobalt Acquisition Corp. and Lawrence J. Munini (incorporated by
reference to Exhibit 2.1 filed with the Companys Current Report on form 8-K filed December 10, 2008).                               
|            | 
|3.1         |  | Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of Salary.com, Inc. classifying and designating the Series A Junior Participating Cumulative Preferred Stock
(incorporated by reference to Exhibit 3.1 filed with the Companys Registration Statement on Form 8-A filed November 20, 2008).
|            | 
|4.1         |  | Shareholder Rights Agreement, dated as of November 14, 2008, between Salary.com, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent incorporated by reference to
Exhibit 4.1 filed with the Companys Registration Statement on Form 8-A filed November 20, 2008).                                         
|            | 
|10.1        |  | Salary.com Inc. Amended and Restated Employment Agreement Employment dated as of December 30, 2008, by and between Salary.com, Inc. and G. Kent Plunkett (filed herewith).*                                                                                                                                                    
|            | 
|10.2        |  | Salary.com Inc. Amendment to Employment Offer Letter dated as of December 31, 2008, by and between Salary.com, Inc. and Bryce Chicoyne (filed herewith).*                                                                                                                                                                      
|            | 
|10.3        |  | Separation Agreement and Release, dated as of January 7, 2009, by and between Salary.com, Inc. and Christopher Fusco (filed herewith). *                                                                                                                                                                                       
|            | 
|10.4        |  | Lease Contract dated October 24, 2008 between SDC China Limited and Shanghai Zhangjiang Microelectronics Port Co., Ltd (incorporated by reference to Exhibit 10.1 filed with the Companys
Quarterly Report on Form 10-Q filed November 20, 2008).                                                                             
|            | 
|10.5        |  | Third Loan Modification Agreement by and between Salary.com, Inc. and Silicon Valley Bank dated as of October 8, 2008 (incorporated by reference to Exhibit 10.1 filed with the Companys
Current Report on Form 8-K filed October 15, 2008).                                                                                  
|            | 
|31.1        |  | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith).                                                                                                                                                                               
|            | 
|31.2        |  | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith).                                                                                                                                                                               
|            | 
|32.1        |  | Certification of Chairman and Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).                                                                                                                      



|* | Compensatory plan or arrangement
|- | --------------------------------



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