##### Table of Contents

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UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



For the quarterly period ended April 30, 2005



OR



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



Commission file number: 0-29757



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VERSATA, INC.

(Exact name of registrant as specified in its charter)



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|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                      |  | 68-0255203                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)



300 Lakeside Drive
Suite 1300

Oakland, CA 94612

(Address, including zip code, of principal executive offices)



(510) 238-4100

(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x



As of May 31, 2005, the total number of outstanding shares of the
Registrants common stock was 8,178,546.



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##### Table of Contents

VERSATA, INC.

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS



|                              |  |                                                                                                                                          |  |     
|----------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                                          |  | Page
|PART I.
FINANCIAL INFORMATION |  |                                                                                                                                         
|                              |  |                                                                                                                                         
|Item 1.                       |  | Financial Statements (Unaudited):                                                                                                        |  |     
|                              |  |                                                                                                                                         
|                              |  | Condensed Consolidated Balance Sheets as of April 30, 2005 and October 31, 2004                                                          |  | 3   
|                              |  |                                                                                                                                         
|                              |  | Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Six Months Ended April 30, 2005 and 2004 |  | 4   
|                              |  |                                                                                                                                         
|                              |  | Condensed Consolidated Statements of Cash Flows for the Six Months Ended April 30, 2005 and 2004                                         |  | 5   
|                              |  |                                                                                                                                         
|                              |  | Notes to Condensed Consolidated Financial Statements                                                                                     |  | 6   
|                              |  |                                                                                                                                         
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                    |  | 11  
|                              |  |                                                                                                                                         
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                                               |  | 25  
|                              |  |                                                                                                                                         
|Item 4.                       |  | Controls and Procedures                                                                                                                  |  | 25  
|                              | 
|PART II.
OTHER INFORMATION    |  |                                                                                                                                         
|                              |  |                                                                                                                                         
|Item 1.                       |  | Legal Proceedings                                                                                                                        |  | 26  
|                              |  |                                                                                                                                         
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                              |  | 26  
|                              |  |                                                                                                                                         
|Item 3.                       |  | Defaults on Senior Securities                                                                                                            |  | 26  
|                              |  |                                                                                                                                         
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                                                      |  | 26  
|                              |  |                                                                                                                                         
|Item 5.                       |  | Other Information                                                                                                                        |  | 27  
|                              |  |                                                                                                                                         
|Item 6.                       |  | Exhibits                                                                                                                                 |  | 27  
|                              | 
|Signature                     |  | 28                                                                                                                                      



Unless stated
otherwise, references in this report to Versata, we, our, us or the Company refer to Versata, Inc., a Delaware corporation, and its consolidated subsidiaries.



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1. Financial Statements



VERSATA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)



|                                                                                                                                                               |  |                |          |   |                  |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                               |  | April 30, 2005 |          |   | October 31, 2004 |  
|                                                                                                                                                               |  | (Unaudited)    |          |   |                  |  
|ASSETS                                                                                                                                                         |  |                |          |   |                  |   |          |  
|Current assets:                                                                                                                                                |  |                |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                      |  | $              | 5,235    |   |                  | $ | 5,202    |  
|Short-term investments                                                                                                                                         |  |                | 770      |   |                  |   | 4,640    |  
|Accounts receivable, net                                                                                                                                       |  |                | 673      |   |                  |   | 1,986    |  
|Prepaid expenses and other current assets                                                                                                                      |  |                | 723      |   |                  |   | 495      |  
|                                                                                                                                                               |  |                |          |   |                  |   |          |  
|Total current assets                                                                                                                                           |  |                | 7,401    |   |                  |   | 12,323   |  
|Property and equipment, net                                                                                                                                    |  |                | 845      |   |                  |   | 772      |  
|Other assets                                                                                                                                                   |  |                | 112      |   |                  |   | 112      |  
|                                                                                                                                                               |  |                |          |   |                  |   |          |  
|Total assets                                                                                                                                                   |  | $              | 8,358    |   |                  | $ | 13,207   |  
|                                                                                                                                                               |  |                |          |   |                  |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                           |  |                |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                           |  |                |          |   |                  |   |          |  
|Accounts payable                                                                                                                                               |  | $              | 1,142    |   |                  | $ | 1,188    |  
|Accrued liabilities                                                                                                                                            |  |                | 1,441    |   |                  |   | 1,653    |  
|Current portion of accrued restructuring and other                                                                                                             |  |                | 99       |   |                  |   | 757      |  
|Current portion of capital lease obligations                                                                                                                   |  |                | 85       |   |                  |   | 65       |  
|Current portion of deferred revenue                                                                                                                            |  |                | 2,915    |   |                  |   | 3,553    |  
|                                                                                                                                                               |  |                |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                      |  |                | 5,682    |   |                  |   | 7,216    |  
|Deferred revenue, less current portion                                                                                                                         |  |                | 473      |   |                  |   | 588      |  
|Other long-term liabilities                                                                                                                                    |  |                | 260      |   |                  |   | 150      |  
|                                                                                                                                                               |  |                |          |   |                  |   |          |  
|Total liabilities                                                                                                                                              |  |                | 6,415    |   |                  |   | 7,954    |  
|Stockholders equity:                                                                                                                                          |  |                |          |   |                  |   |          |  
|Preferred stock $0.001 par value; 833 shares authorized, no shares issued and outstanding as of April 30, 2005 and October 31, 2004
respectively               |  |                |         |   |                  |   |         |  
|Common stock $0.001 par value; 25,000 shares authorized, 8,179, and 8,191 shares issued and outstanding as of April 30, 2005 and October 31,
2004 respectively |  |                | 45       |   |                  |   | 45       |  
|Additional paid-in capital                                                                                                                                     |  |                | 217,547  |   |                  |   | 216,903  |  
|Accumulated other comprehensive loss                                                                                                                           |  |                | (871     | ) |                  |   | (777     | )
|Accumulated deficit                                                                                                                                            |  |                | (214,778 | ) |                  |   | (210,918 | )
|                                                                                                                                                               |  |                |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                     |  |                | 1,943    |   |                  |   | 5,253    |  
|                                                                                                                                                               |  |                |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                                                     |  | $              | 8,358    |   |                  | $ | 13,207   |  
|                                                                                                                                                               |  |                |          |   |                  |   |          |  



The accompanying
notes are an integral part of these condensed consolidated financial statements.



3



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##### Table of Contents

VERSATA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share data)

(Unaudited)



|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|--------------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ----- | ------------- |  | - | ------------- | - |  | - | ------ | -
|                                                                                              |  | Three Months Ended |        |   | Six Months Ended |  
|                                                                                              |  | April 30,2005      |        |   | April 30,2004    |   |       | April 30,2005 |  |   | April 30,2004 |  
|Revenue:                                                                                      |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Software license                                                                              |  | $                  | 237    |   |                  | $ | 1,294 |               |  | $ | 393           |   |  | $ | 2,517  |  
|Maintenance and support                                                                       |  |                    | 1,533  |   |                  |   | 1,453 |               |  |   | 3,096         |   |  |   | 2,890  |  
|Professional services                                                                         |  |                    | 744    |   |                  |   | 983   |               |  |   | 1,333         |   |  |   | 1,739  |  
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Total revenue                                                                                 |  |                    | 2,514  |   |                  |   | 3,730 |               |  |   | 4,822         |   |  |   | 7,146  |  
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Cost of revenue:                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Software license                                                                              |  |                    | 21     |   |                  |   | 51    |               |  |   | 41            |   |  |   | 117    |  
|Maintenance and support (1)                                                                   |  |                    | 342    |   |                  |   | 353   |               |  |   | 667           |   |  |   | 751    |  
|Professional services (1)                                                                     |  |                    | 1,075  |   |                  |   | 831   |               |  |   | 1,943         |   |  |   | 1,561  |  
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Total cost of revenue                                                                         |  |                    | 1,438  |   |                  |   | 1,235 |               |  |   | 2,651         |   |  |   | 2,429  |  
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Gross profit                                                                                  |  |                    | 1,076  |   |                  |   | 2,495 |               |  |   | 2,171         |   |  |   | 4,717  |  
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Operating expense:                                                                            |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Sales and marketing (1)                                                                       |  |                    | 1,271  |   |                  |   | 1,413 |               |  |   | 2,524         |   |  |   | 2,913  |  
|Product development (1)                                                                       |  |                    | 1,026  |   |                  |   | 884   |               |  |   | 1,966         |   |  |   | 2,115  |  
|General and administrative (1)                                                                |  |                    | 808    |   |                  |   | 1,105 |               |  |   | 1,592         |   |  |   | 2,179  |  
|Stock-based compensation                                                                      |  |                    |       |   |                  |   | 100   |               |  |   |              |   |  |   | 223    |  
|Restructuring and other                                                                       |  |                    |       |   |                  |   | (99   | )             |  |   |              |   |  |   | 571    |  
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Total operating expense                                                                       |  |                    | 3,105  |   |                  |   | 3,403 |               |  |   | 6,082         |   |  |   | 8,001  |  
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Loss from operations                                                                          |  |                    | (2,029 | ) |                  |   | (908  | )             |  |   | (3,911        | ) |  |   | (3,284 | )
|Interest income, net                                                                          |  |                    | 35     |   |                  |   | 35    |               |  |   | 73            |   |  |   | 57     |  
|Other non-operating expense, net                                                              |  |                    | (12    | ) |                  |   | (7    | )             |  |   | (22           | ) |  |   | (35    | )
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Net loss                                                                                      |  | $                  | (2,006 | ) |                  | $ | (880  | )             |  | $ | (3,860        | ) |  | $ | (3,262 | )
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Other comprehensive income (loss):                                                            |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Change in unrealized loss on marketable securities                                            |  |                    | 3      |   |                  |   | (1    | )             |  |   | 1             |   |  |   |       |  
|Change in foreign currency translation adjustments                                            |  |                    | (60    | ) |                  |   | 452   |               |  |   | (95           | ) |  |   | 319    |  
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Comprehensive loss                                                                            |  | $                  | (2,063 | ) |                  | $ | (429  | )             |  | $ | (3,954        | ) |  | $ | (2,943 | )
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Basic and diluted net loss per share                                                          |  | $                  | (0.25  | ) |                  | $ | (0.11 | )             |  | $ | (0.47         | ) |  | $ | (0.41  | )
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Weighted-average common shares outstanding                                                    |  |                    | 8,180  |   |                  |   | 8,082 |               |  |   | 8,179         |   |  |   | 7,995  |  
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|(1)    Unearned stock-based compensation excluded from cost of revenue and operating expense: | 
|Maintenance and support                                                                       |  |                    |       |   |                  |   | 2     |               |  |   |              |   |  |   | 7      |  
|Professional services                                                                         |  |                    |       |   |                  |   | 14    |               |  |   |              |   |  |   | 34     |  
|Sales and marketing                                                                           |  |                    |       |   |                  |   | 20    |               |  |   |              |   |  |   | 47     |  
|Product development                                                                           |  |                    |       |   |                  |   | 45    |               |  |   |              |   |  |   | 97     |  
|General and administrative                                                                    |  |                    |       |   |                  |   | 19    |               |  |   |              |   |  |   | 38     |  
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  
|Total                                                                                         |  | $                  |       |   |                  | $ | 100   |               |  | $ |              |   |  | $ | 223    |  
|                                                                                              |  |                    |        |   |                  |   |       |               |  |   |               |   |  |   |        |  



The accompanying
notes are an integral part of these condensed consolidated financial statements.



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##### Table of Contents

VERSATA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)



|                                                                                                                                                  |  |                  |        |   |               |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------ | - | ------------- | - | ------ | -
|                                                                                                                                                  |  | Six Months Ended |       
|                                                                                                                                                  |  | April 30,2005    |        |   | April 30,2004 |  
|Cash flows from operating activities:                                                                                                             |  |                  |        |   |               |   |        |  
|Net loss                                                                                                                                          |  | $                | (3,860 | ) |               | $ | (3,262 | )
|Adjustments to reconcile net loss to net cash used in operating activities:                                                                       |  |                  |        |   |               |   |        |  
|Depreciation and amortization                                                                                                                     |  |                  | 164    |   |               |   | 538    |  
|Provision for doubtful accounts (recoveries)                                                                                                      |  |                  | (55    | ) |               |   | 96     |  
|Loss on disposal of property and equipment                                                                                                        |  |                  | 16     |   |               |   | 191    |  
|Stock-based compensation                                                                                                                          |  |                  |       |   |               |   | 223    |  
|Warrants issued                                                                                                                                   |  |                  |       |   |               |   | 54     |  
|Changes in operating assets and liabilities:                                                                                                      |  |                  |        |   |               |   |        |  
|Accounts receivable                                                                                                                               |  |                  | 1,368  |   |               |   | (734   | )
|Prepaid expenses and other assets                                                                                                                 |  |                  | (228   | ) |               |   | (803   | )
|Accounts payable and accrued liabilities                                                                                                          |  |                  | (132   | ) |               |   | (86    | )
|Accrued restructuring and other, net of restricted cash                                                                                           |  |                  | (33    | ) |               |   | (283   | )
|Deferred revenue                                                                                                                                  |  |                  | (753   | ) |               |   | 789    |  
|                                                                                                                                                  |  |                  |        |   |               |   |        |  
|Net cash used in operating activities                                                                                                             |  |                  | (3,513 | ) |               |   | (3,277 | )
|                                                                                                                                                  |  |                  |        |   |               |   |        |  
|Cash flows from investing activities:                                                                                                             |  |                  |        |   |               |   |        |  
|Purchases of short-term investments                                                                                                               |  |                  |       |   |               |   | (500   | )
|Proceeds from sales/maturities of short-term investments                                                                                          |  |                  | 3,870  |   |               |   | 2,100  |  
|Purchases of property and equipment                                                                                                               |  |                  | (253   | ) |               |   | (140   | )
|                                                                                                                                                  |  |                  |        |   |               |   |        |  
|Net cash provided by investing activities                                                                                                         |  |                  | 3,617  |   |               |   | 1,460  |  
|                                                                                                                                                  |  |                  |        |   |               |   |        |  
|Cash flows from financing activities:                                                                                                             |  |                  |        |   |               |   |        |  
|Net principal borrowings on capital lease obligations                                                                                             |  |                  | 4      |   |               |   |       |  
|Proceeds from exercise of stock options and warrants                                                                                              |  |                  | 19     |   |               |   | 28     |  
|                                                                                                                                                  |  |                  |        |   |               |   |        |  
|Net cash provided by financing activities                                                                                                         |  |                  | 23     |   |               |   | 28     |  
|                                                                                                                                                  |  |                  |        |   |               |   |        |  
|Effect of exchange rate changes on cash and cash equivalents                                                                                      |  |                  | (94    | ) |               |   | 319    |  
|                                                                                                                                                  |  |                  |        |   |               |   |        |  
|Increase (decrease) in cash and cash equivalents                                                                                                  |  |                  | 33     |   |               |   | (1,470 | )
|Cash and cash equivalents at beginning of period                                                                                                  |  |                  | 5,202  |   |               |   | 8,089  |  
|                                                                                                                                                  |  |                  |        |   |               |   |        |  
|Cash and cash equivalents at end of period                                                                                                        |  | $                | 5,235  |   |               | $ | 6,619  |  
|                                                                                                                                                  |  |                  |        |   |               |   |        |  
|Supplemental disclosure of cash flow information:                                                                                                 |  |                  |        |   |               |   |        |  
|Cash paid for interest                                                                                                                            |  | $                | 3      |   |               | $ |       |  
|                                                                                                                                                  |  |                  |        |   |               |   |        |  
|Supplemental disclosure of non-cash investing and financing activities:                                                                           |  |                  |        |   |               |   |        |  
|Expiration of put option related to common stock issued in connection with class action lawsuit settlement credited to additional paid-in
capital |  | $                | 625    |   |               | $ |       |  
|                                                                                                                                                  |  |                  |        |   |               |   |        |  



The accompanying
notes are an integral part of these condensed consolidated financial statements





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##### Table of Contents

VERSATA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1. The Company



Versata, Inc. (Nasdaq: VATA), (Versata or the Company) was incorporated in California on August 27, 1991, and was reincorporated
in the State of Delaware on February 24, 2000. Versatas software provides a way for companies to define and manage the business logic in their software systems at the business level rather than the system code level, including support for a
companys process and transaction business logic. Versata 6, which was released in May 2005, is an integrated solution which provides additional support for all of the logic components driving a companys business systems.



As of April 30, 2005, the Company had $6.0 million in cash, cash equivalents
and investments, and working capital of $1.7 million. To date, the Company has not achieved profitability or positive cash flow on a sustained basis. As a result of the ongoing losses and deteriorating financial condition, the Company is actively
pursuing debt and/or equity financing and other alternatives to fund its operating needs. However, there can be no guarantee that the Company will be successful in these pursuits on a timely basis, if at all, or, if available on terms acceptable to
it. If the Company is unable to obtain debt and/or equity financing or other alternatives do not become available for it to meet its working capital obligations, the Company may be forced, at a minimum, to reduce its operating expenses accordingly,
which may restrict its ability to pursue its business objectives and could adversely impact its ability to maintain its revenue levels.



2. Interim Financial Information and Basis of Presentation



The accompanying unaudited condensed consolidated financial statements as of April 30, 2005, and for the three months and six months ended April 30, 2005
and 2004 include the accounts of Versata and its subsidiaries, all of which are wholly-owned and located in North America, Europe and Australia. All intercompany accounts and transactions have been eliminated. Certain prior year balances have been
reclassified to conform to the current year presentation.



We
have prepared the condensed consolidated financial statements included herein, without audit, in accordance with generally accepted accounting principles (GAAP), as promulgated within the United States of America, for interim financial
statements and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been
condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures are adequate to ensure the information presented is not misleading.



We believe all necessary adjustments, which consist of normal recurring items, have been included in the accompanying
financial statements to fairly present the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for
our fiscal year ending October 31, 2005. These unaudited condensed consolidated financial statements should be read in conjunction with the Companys audited consolidated financial statements and notes thereto included in Versatas Annual
Report on Form 10-K for the fiscal year ended October 31, 2004, filed with the Securities and Exchange Commission on January 28, 2005.



3. Stock-Based Compensation Plans



Versata accounts for stock-based employee compensation arrangements using the intrinsic value method in accordance with the provisions of Accounting
Principles Board Opinion No. 25, Accounting for StockIssued to Employees (APB 25), and Financial Accounting Standards Board (FASB) Interpretation No. 28, Accounting for Stock Appreciation Rights and Other
Variable Stock Option or Award Plans (FIN 28), and complies with the disclosure provisions of FASB Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation(SFAS
123) and SFAS No. 148, Accounting for Stock Based CompensationTransition and Disclosurean Amendment of SFAS No. 123(SFAS 148). Under APB 25, compensation expense is based on the difference, if any, on the date
of grant, between the fair value of our common stock and the exercise price. SFAS 123 defines a fair value-based method of accounting for an employee stock option or similar equity investment.



Versata accounts for equity instruments issued to non-employees in accordance
with the provisions of SFAS 123 and FASB Emerging Issues Task Force Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services (EITF
96-18). Versata uses the Black-Scholes option-pricing model to value options granted to non-employees.



In December 2004, the FASB issued SFAS No. 123R, Share-based Payment(SFAS 123R). SFAS 123R revises SFAS 123 and supersedes APB 25. See
Note 10Recent Accounting Pronouncements for further discussion regarding SFAS 123R.



6



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##### Table of Contents

VERSATA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Summarized below are the pro forma effects on net loss and net loss per
share data, if we had elected to use the fair value approach prescribed by SFAS 123 to account for its employee stock-based compensation plans (in thousands, except per share amounts):



|                                                                                                                |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|--------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                                |  | Three Months EndedApril 30, |        |   | Six Months EndedApril 30, |  
|                                                                                                                |  | 2005                        |        |   | 2004                      |   |        | 2005 |  |   | 2004   |  
|Net loss, as reported                                                                                           |  | $                           | (2,006 | ) |                           | $ | (880   | )    |  | $ | (3,860 | ) |  | $ | (3,262 | )
|Add: Stock based employee compensation expense included in reported net loss                                    |  |                             |       |   |                           |   | 100    |      |  |   |       |   |  |   | 223    |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards |  |                             | (109   | ) |                           |   | (328   | )    |  |   | (218   | ) |  |   | (679   | )
|                                                                                                                |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Pro forma net loss                                                                                              |  | $                           | (2,115 | ) |                           | $ | (1,108 | )    |  | $ | (4,078 | ) |  | $ | (3,718 | )
|                                                                                                                |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Net loss per share:                                                                                             |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Basic and dilutedas reported                                                                                   |  | $                           | (0.25  | ) |                           | $ | (0.11  | )    |  | $ | (0.47  | ) |  | $ | (0.41  | )
|Basic and dilutedpro forma                                                                                     |  | $                           | (0.26  | ) |                           | $ | (0.14  | )    |  | $ | (0.50  | ) |  | $ | (0.47  | )



We calculated the
minimum fair value of each option grant on the date of grant using the Black-Scholes option-pricing method as prescribed by SFAS 123 using the following assumptions:



|                          |  |                             |  |                           |  |           |  |          
|------------------------- |  | --------------------------- |  | ------------------------- |  | --------- |  | ---------
|                          |  | Three Months EndedApril 30, |  | Six Months EndedApril 30,
|                          |  | 2005                        |  | 2004                      |  | 2005      |  | 2004     
|Risk-free rates           |  | 3.6%4.3%                   |  | 2.7%3.0%                 |  | 3.3%4.3% |  | 2.7%3.5%
|Expected lives (in years) |  | 5.0                         |  | 5.0                       |  | 5.0       |  | 5.0      
|Dividend yield            |  | 0.0%                        |  | 0.0%                      |  | 0.0%      |  | 0.0%     
|Expected volatility       |  | 117%                        |  | 73%                       |  | 103%      |  | 63%      



The effects of
applying SFAS 123 on pro forma disclosures of net loss and net loss per share are not likely to be representative of the pro forma effects on net income (loss) and net income (loss) per share in future years.



4. Major Customers and Credit Risk Concentrations



For the three and six months ended April 30, 2005, one customer comprised
17% and 16%, respectively, of our total revenue. In addition, two customers each comprised 21% of our consolidated net accounts receivable as of April 30, 2005.



5. Restructuring and Other



The following table summarizes the restructuring and other activity during the six months ended April 30, 2005 (in thousands):



|                                  |  |                    |    |             |   |      |       |  |   |      |  
|--------------------------------- |  | ------------------ | -- | ----------- | - | ---- | ----- |  | - | ---- | -
|                                  |  | Employee Severance |    | Other Costs |   |      | Total | 
|Accrual balance, October 31, 2004 |  | $                  | 97 |             | $ | 660  |       |  | $ | 757  |  
|Cash paid                         |  |                    |   |             |   | (35  | )     |  |   | (35  | )
|Adjustments                       |  |                    | 2  |             |   | (625 | )     |  |   | (623 | )
|                                  |  |                    |    |             |   |      |       |  |   |      |  
|Accrual balance, April 30, 2005   |  | $                  | 99 |             | $ |     |       |  | $ | 99   |  
|                                  |  |                    |    |             |   |      |       |  |   |      |  



Other Costs relates to
the settlement of the Securities Class Action and State Derivative Actions described in Note 7 Commitments and Contingencies.



6. Net Loss Per Share



Basic and diluted net loss per share is computed by dividing the net loss available to holders of common stock for the period by the weighted average
number of shares of common stock outstanding during the period. The calculation of diluted net loss per share excludes potential common stock if the effect is anti-dilutive. Potential common stock consists of unvested restricted common stock and
incremental common shares to be issued upon the exercise of stock options and warrants. The number of potential common stock equivalents excluded from the calculation totaled 1,399,075 and 1,660,651 as of April 30, 2005 and 2004, respectively.



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VERSATA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



The following table sets forth the computation of basic and diluted net
loss per share (in thousands, except per share amounts):



|                                                                       |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |        |  
|---------------------------------------------------------------------- |  | --------------------------- | ------ | - | ------------------------- | - | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                       |  | Three MonthsEnded April 30, |        |   | Six Months EndedApril 30, |  
|                                                                       |  | 2005                        |        |   | 2004                      |   |       | 2005 |  |   | 2004   |  
|Numerator:                                                             |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Net loss                                                               |  | $                           | (2,006 | ) |                           | $ | (880  | )    |  | $ | (3,860 | ) |  | $ | (3,262 | )
|                                                                       |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Denominator:                                                           |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Weighted average shares outstanding                                    |  |                             | 8,182  |   |                           |   | 8,102 |      |  |   | 8,188  |   |  |   | 8,021  |  
|Weighted average unvested shares of common stock subject to repurchase |  |                             | (2     | ) |                           |   | (20   | )    |  |   | (9     | ) |  |   | (26    | )
|                                                                       |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Denominator for basic and diluted calculation                          |  |                             | 8,180  |   |                           |   | 8,082 |      |  |   | 8,179  |   |  |   | 7,995  |  
|                                                                       |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Basic and diluted net loss per share                                   |  | $                           | (0.25  | ) |                           | $ | (0.11 | )    |  | $ | (0.47  | ) |  | $ | (0.41  | )
|                                                                       |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |        |  



7. Commitments and Contingencies



Securities Class Action and State Derivative Actions



On February 14, 2003, the United States District Court for the Northern
District of California issued the Order of Final Approval of the Settlements of the consolidated securities class action and the consolidated derivative action that were both initially filed in 2001. Pursuant to the terms of the settlement,
Versatas insurers paid $9.75 million and Versata issued 200,000 shares of common stock and implemented certain corporate therapeutics. Existing stockholders also received a put option for each share held. The put option granted the stockholder
the right to put the shares back to the Company for $3.50 per share exercisable for a 20-day trading period commencing on January 28, 2005 and ending on February 25, 2005. As of January 31, 2005 we had accrued $660,000 for this liability in accrued
restructuring and other. During the 20-day trading period, we processed approximately 10,000 put option requests, and accordingly, we reduced the accrual by the incurred cash expense of approximately $35,000, leaving a remaining balance at the
expiration of the option period of $625,000. As the stockholders elected not to exercise the put option when the fair value of the option exceeded the fair value of the common stock, this amount is considered contributed capital to the Company and,
accordingly, has been recorded as additional paid-in capital during the three months ended April 30, 2005.



Litigation and Other Claims



From time to time, we become subject to legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these proceedings and claims cannot be predicted with certainty, we do
not believe that the outcome of any of these legal matters will have a material adverse effect on our consolidated results of operations, financial position or cash flows.



Guarantees



Versata generally enters into standard indemnification provisions in its license agreements with its customers and other licensees of its products.
Pursuant to these provisions, Versata indemnifies its customers and licensees for patent, copyright, or intellectual property losses suffered or incurred for claims of infringement by any third party with respect to our products. We also generally
provide similar indemnification provisions in our professional services agreements for customer-specific engineering design services. Costs related to lawsuits or settlements of indemnified claims have not been significant, and, accordingly, no
liabilities have been recorded for these provisions.



Additionally, Versata generally warrants that, for a period of 30 days from the date of delivery, the media on which its software is furnished is free from defects under normal use. Additionally, in some instances, we have warranted that
our software products will perform in all material respects in accordance with its standard published specifications in effect at the time of delivery of the licensed products to the customer for the life of the product. We also warrant that our
professional services will be performed consistent with generally accepted industry standards through completion of the agreed upon services. Costs related to our product warranties have not been significant, and, thus, no liabilities have been
recorded for these agreements.



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VERSATA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Other guarantees include promises to indemnify, defend and hold harmless
each of Versatas executive officers and non-employee directors from and against losses, damages and costs incurred by each such individual in administrative, legal or investigative proceedings arising from alleged wrongdoing by the individual
while acting in good faith within the scope of his or her job duties on behalf of Versata. Historically, minimal costs (excluding the aforementioned settlement of the class action lawsuit) have been incurred relating to such indemnifications and, as
such, no accruals have been recorded for these guarantees.



8. Other Matters



On February 4, 2005, Versata announced the resignation of
Dr. Alan Baratz as President and CEO, effective February 18, 2005. Dr. Baratz will continue to serve as a member of the Companys Board of Directors, upon which he has served since May 2003. In connection with Dr. Baratzs resignation,
Versata announced that Will Frederick, the Companys Chief Financial Officer, will also serve as the interim President and CEO while the Company searches for a replacement. On June 7, 2005, the Companys Board of Directors announced the
appointment of David Chamberlain as President and CEO.



9. Related Party
Transactions



In November 2003, we entered into an
engineering services agreement with Virtusa Corporation, a U.S. and Indian-based premier software engineering services firm which provides engineering support to software product developers and enterprise customers. Our former board member, Robert
Davoli, was also a board member of Virtusa Corporation. A major shareholder, Sigma Partners, is also a venture capital investor in Virtusa Corporation. Our former board member Robert Davoli and current board member Wade Woodson serve as managing
directors of Sigma Partners. The Company terminated its relationship with Virtusa in January 2005. The Company incurred costs for services provided by Virtusa of approximately $121,000 during the six months ended April 30, 2005.



10. Recent Accounting Pronouncements



In December 2004, the FASB issued SFAS 123R, which addresses the accounting
for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprises equity instruments or that
may be settled by the issuance of such equity instruments. The statement eliminates the ability to account for share-based compensation transactions using the intrinsic value method as prescribed by APB Opinion No. 25, Accounting for Stock Issued
to Employees, and generally requires that such transactions be accounted for using a fair-value-based method and recognized as expenses. The statement requires companies to assess the most appropriate model to calculate the value of the options.
We currently use the Black-Scholes option pricing model to value options and are currently assessing which model we may use in the future under the statement and may deem an alternative model to be the most appropriate. The use of a different model
to value options may result in a different fair value than the use of the Black-Scholes option pricing model. In addition, there are a number of other requirements under the new standard that will result in differing accounting treatment than
currently required. These differences include, but are not limited to, the accounting for the tax benefit on employee stock options and for stock issued under our employee stock purchase plan. In addition to the appropriate fair value model to be
used for valuing share-based payments, we will also be required to determine the transition method to be used at date of adoption. The allowed transition methods include prospective and retroactive adoption options. Under the retroactive options,
prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning
of the first quarter of adoption of SFAS. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The effective date of the new standard for
our Consolidated Financial Statements is our first quarter of fiscal 2006.



Upon adoption, SFAS 123R will have a significant impact on our Consolidated Financial Statements, specifically our statement of operations and earnings per share on a quarterly and annual basis, as we will be required
to expense the fair value of our stock option grants and stock purchases under its employee stock purchase plan rather than disclose the impact on our consolidated net income within our footnotes as is our current practice. The amounts disclosed in
the Notes to Consolidated Financial Statements are not necessarily indicative of the amounts that will be expensed upon the adoption of SFAS 123R. Compensation expense calculated under SFAS 123R may differ materially from amounts currently disclosed
based on changes in the fair value of our common stock, changes in the number of options granted or the terms of such options, the treatment of tax benefits and changes in interest rates or other factors. In addition, upon adoption of SFAS 123R, we
may choose to use a different valuation model to value the compensation expense associated with our employee stock options.



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VERSATA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



In March 2004, the FASBs Emerging Issues Task Force reached a
consensus on the remaining portions of EITF 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments,(EITF 03-01) effective for the first reporting period beginning after June 15, 2004.
EITF 03-01 provides new disclosure requirements for other-than-temporary impairments on debt and equity investments. Companies are required to disclose quantitative information about: (i) the aggregate amount of unrealized losses, and (ii) the
aggregate related fair values of investments with unrealized losses, segregated into time periods during which the investment has been in an unrealized loss position of less than 12 months and greater than 12 months. In addition, investors are
required to disclose the qualitative information that supports their conclusion that the impairments noted in the qualitative disclosure are not other-than-temporary. In September 2004, the FASB delayed the accounting provisions of EITF 03-01;
however the disclosure requirements remain effective for annual periods ending after June 15, 2004. Versata will evaluate the additional provisions of this EITF upon its finalization.



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



Forward-Looking Statements



In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management, based on the information currently available to our management. These statements may
contain words such as expects, anticipates, intends, plans, believes, estimates, or other words indicating future results. These statements are based on judgments with respect
to, among other things, information available to us, future economic, competitive and market conditions and future business decisions. All are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly,
although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in the forward-looking
statements will be realized. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in the sections entitled Risk Factors That May Affect Future Results. In light of significant
uncertainties inherent in forward looking information included in this report on Form 10-Q, the inclusion of such information should not be regarded as a representation that our plans and objectives will be achieved. We undertake no obligation to
revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements.



Overview



Versata, Inc. was incorporated in California on August 27, 1991, and was reincorporated in the State of Delaware on February
24, 2000. Versatas software provides a way for companies to define and manage the business logic in their software systems at the business level rather than the system code level, including support for a companys process and transaction
business logic. Versata 6, which was released in May 2005, is an integrated solution which provides additional support for all of the logic components driving a companys business systems.



Versatas products are currently optimized for the building, maintenance
and ongoing evolution of large, complex, data-intensive enterprise applications. These applications typically access multiple data sources, incorporate multiple database tables and user interfaces, execute very complex business transactions and
support thousands of users. The Versata solution replaces time-intensive hand-coding efforts with simple, intuitive business rules definition and graphical process flow specification. With the general availability of Versata 6, Versata provides
additional support for decision logic and data mapping logic. Versata 6 integrates Rete (a business rules engine industry standard) decision rules capability, introduces support for the open source Eclipse tooling technology for faster and more
cost-efficient application creation, and delivers support for web services and service oriented architectures. The result is an integrated solution for all the logic components driving a companys business systems.



Versata markets its products primarily through a direct sales force in North
America and in Europe. The Companys internal team is supported by a network of consulting and systems integration partners, companies selling pre-packaged software applications, and companies selling software applications over the Internet on
a subscription basis.



Versata also offers comprehensive
professional services such as ROI analysis, training, staff augmentation and project management as well as complete turnkey solution services and comprehensive customer support.



Critical Accounting Policies



The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates. We base our estimates on historical experience and on various other assumptions that are believed to be
reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.



We have identified certain policies as critical to our business operation and to the understanding of our financial condition and results of operations,
and our senior management has reviewed these critical accounting policies and related disclosures with the Audit Committee of our Board of Directors. Those policies and estimates that we believe are most critical to an understanding of our financial
results and condition and that require a higher degree of judgment and complexities are as follows:



Revenue Recognition



We derive revenue from three sources as follows: (i) sale of software licenses to end users, value added resellers (VARs), distributors,
system integrators and independent software vendors (ISVs); (ii) maintenance and support which consist of post- contract



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##### Table of Contents

customer support (PCS); and (iii) professional services which include consulting and training. We recognize
revenue in accordance with the American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, Software Revenue Recognition(SOP 97-2), as amended, and Securities and Exchange
Staff Accounting Bulletin (SAB) 104 Revenue Recognition (SAB 104). Under these pronouncements, we record revenue from licensing of software products to end-users and system integrators, who use our software
to build systems for their customers, when both parties sign a license agreement or binding purchase order, the fee is fixed or determinable, collectability is reasonably assured and delivery of the product has occurred. For VARs and
distributors, we recognize revenue upon notification of sell-through, provided all other revenue recognition criteria are met. For sales to certain ISVs, where we receive non-refundable royalty payments, we defer the fair value of PCS related
to the arrangement and recognize the remainder as license revenue, when paid, provided all other revenue recognition criteria are met. Generally, we provide payment terms that range from thirty to ninety days from the invoice date. Accordingly,
payment terms that exceed ninety days are not considered fixed or determinable and revenue is recognized as payments become due. When contracts contain multiple elements, and for which vendor specific objective evidence (VSOE) of fair
value exists for the undelivered elements, we recognize revenue for the delivered elements based upon the residual method. VSOE is generally the price for products sold separately or the renewal rate in the agreement for PCS. Undelivered elements
consist primarily of PCS and other services such as consulting, mentoring and training. Services are generally not considered essential to the functionality of the software. We recognize revenue allocated to PCS ratably over the period of the
contracts, which is generally twelve months. For revenue related to consulting services, we recognize revenue as the related services are performed, as long as the other revenue recognition criteria are met. In instances where services are deemed
essential to the software, both the software license fee and consulting fees are recognized using the percentage-of-completion method of contract accounting in accordance with AICPA SOP 81-1, Accounting for Performance of Construction-Type
and Certain Production-Type Contracts. Payments received in advance of services being rendered or product being delivered, are recognized as deferred revenue. Deferred revenue generally consists of PCS paid in advance under annual
maintenance contracts, which is recognized ratably over the maintenance period.



Significant management judgments and estimates must be made in connection with determination of the revenue to be recognized in any accounting period. If we made different judgments or utilized different estimates for
any period, material differences in the amount and timing of revenue recognized could result.



Determining Functional Currencies for the Purpose of Consolidation



We have several foreign subsidiaries which together accounted for approximately 28% and 32%of our net revenues for the three and six months ended April
30, 2005, respectively, and 11% of our assets and 40% of our total liabilities as of April 30, 2005.



In preparing our consolidated financial statements, we are required to translate the financial statements of the foreign subsidiaries from the currency in
which they keep their accounting records, generally the local currency, into United States dollars. This process results in exchange gains and losses which, under the relevant accounting guidance, are either included within the statement of
operations or as a separate part of our stockholders equity under the caption cumulative translation adjustment.



If any subsidiarys functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that
subsidiarys financial statements is included in cumulative translation adjustments. If we dispose of any of our subsidiaries, any cumulative translation gains or losses would be realized in our statement of operations. If we determine that
there has been a change in the functional currency of a subsidiary to the United States dollar, any translation gains or losses arising after the date of change would be included within our statement of operations.



The magnitude of these gains or losses is dependent upon movements in the
exchange rates of the foreign currencies in which we transact business against the United States dollar. These currencies include the United Kingdom Pound Sterling, the Euro, and Australian and Canadian dollars. Any future translation gains or
losses could be significantly higher than those noted in each of these periods. In addition, if we determine that a change in the functional currency of one of our subsidiaries has occurred at any point in time, we would be required to include any
translation gains or losses from the date of change in our statement of operations.



Allowance for Doubtful Accounts



We make judgments as to our ability to collect outstanding receivables and provide allowances for the portion of receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding
invoices. For those invoices not specifically reviewed, provisions are provided at differing rates, based upon the age of the receivable. In determining these percentages, we analyze our historical collection experience and current economic trends.
If the historical data we use to calculate the allowance provided for doubtful accounts does not reflect the future ability to collect outstanding receivables, additional provisions for doubtful accounts may be needed and the future results of
operations could be materially affected.





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Stock-based Compensation



SFAS 123, currently encourages, but does not require, companies to record compensation cost for stock-based employee
compensation plans at fair value. We have continued to account for stock-based employee compensation using the intrinsic value method. Under that method, compensation cost for stock options granted to employees is measured as the excess, if any, of
the quoted market price of our stock at the date of the grant over the amount an employee must pay to acquire the stock. However, as of November 1, 2005, we will be required to apply SFAS 123R which will require us to measure compensation cost for
all share-based payments at fair value.



Litigation
Contingencies



We are involved from time to time in
various proceedings, lawsuits and claims involving our customers, products, intellectual property, stockholders and employees, among other things. Quarterly, we review the status of each significant matter and assess our potential financial
exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. Significant judgment is required in both the determination of
probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes
available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material impact on our consolidated results of
operations or financial position.



Segment Information



Versata identifies its operating segments based on the business activities,
management responsibility and geographical location. For both periods presented, Versata operated in a single business segment. Revenue for geographic regions reported below is based upon the customers locations. Following is a summary of the
geographic information related to revenues (in thousands):



|                                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ----- | -- | -------------------------- | - | ----- | ----------- |  | - | ----------- | -- |  | - | ----- | --
|                                                                                                                                                                                                             |  | Three Months EndedApril 30, |       |    | Six Months Ended April 30, |  
|                                                                                                                                                                                                             |  | 2005                        |       |    | 2004                       |   |       | 2005        |  |   | 2004        |   
|                                                                                                                                                                                                             |  | (Unaudited)                 |       |    | (Unaudited)                |   |       | (Unaudited) |  |   | (Unaudited) |   
|Software license revenue:                                                                                                                                                                                    |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|North America                                                                                                                                                                                                |  | $                           | 237   |    |                            | $ | 359   |             |  | $ | 342         |    |  | $ | 716   |   
|Europe                                                                                                                                                                                                       |  |                             |      |    |                            |   | 935   |             |  |   | 51          |    |  |   | 1,801 |   
|                                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|                                                                                                                                                                                                             |  |                             | 237   |    |                            |   | 1,294 |             |  |   | 393         |    |  |   | 2,517 |   
|Maintenance and support revenue:                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|North America                                                                                                                                                                                                |  | $                           | 918   |    |                            | $ | 940   |             |  | $ | 1,809       |    |  | $ | 1,887 |   
|Europe                                                                                                                                                                                                       |  |                             | 615   |    |                            |   | 513   |             |  |   | 1,287       |    |  |   | 1,003 |   
|                                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|                                                                                                                                                                                                             |  |                             | 1,533 |    |                            |   | 1,453 |             |  |   | 3,096       |    |  |   | 2,890 |   
|Professional services revenue:                                                                                                                                                                               |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|North America                                                                                                                                                                                                |  | $                           | 659   |    |                            | $ | 669   |             |  | $ | 1,124       |    |  | $ | 1,056 |   
|Europe                                                                                                                                                                                                       |  |                             | 85    |    |                            |   | 314   |             |  |   | 209         |    |  |   | 683   |   
|                                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|                                                                                                                                                                                                             |  |                             | 744   |    |                            |   | 983   |             |  |   | 1,333       |    |  |   | 1,739 |   
|Total revenue:                                                                                                                                                                                               |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|North America                                                                                                                                                                                                |  | $                           | 1,814 |    |                            | $ | 1,968 |             |  | $ | 3,275       |    |  | $ | 3,659 |   
|Europe                                                                                                                                                                                                       |  |                             | 700   |    |                            |   | 1,762 |             |  |   | 1,547       |    |  |   | 3,487 |   
|                                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|                                                                                                                                                                                                             |  | $                           | 2,514 |    |                            | $ | 3,730 |             |  | $ | 4,822       |    |  | $ | 7,146 |   
|                                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|                                                                                                                                                                                                             |  |                             |       |   
|Results of Operations                                                                                                                                                                                        |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|                                                                                                                                                                                                            
|The following table sets forth, for the periods indicated, the percentage of total revenue represented by the lines in our Unaudited Condensed
Consolidated Statements of Operations and Comprehensive Loss: | 
|                                                                                                                                                                                                             |  |                            
|                                                                                                                                                                                                             |  | Three Months EndedApril 30, |       |    | Six Months Ended April 30, |  
|                                                                                                                                                                                                             |  | 2005                        |       |    | 2004                       |   |       | 2005        |  |   | 2004        |   
|                                                                                                                                                                                                             |  | (Unaudited)                 |       |    | (Unaudited)                |   |       | (Unaudited) |  |   | (Unaudited) |   
|Revenue:                                                                                                                                                                                                     |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|Software license                                                                                                                                                                                             |  |                             | 9     | %  |                            |   | 35    | %           |  |   | 8           | %  |  |   | 35    | % 
|Maintenance and support                                                                                                                                                                                      |  |                             | 61    | %  |                            |   | 39    | %           |  |   | 64          | %  |  |   | 40    | % 
|Professional services                                                                                                                                                                                        |  |                             | 30    | %  |                            |   | 26    | %           |  |   | 28          | %  |  |   | 25    | % 
|                                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|Total revenue                                                                                                                                                                                                |  |                             | 100   | %  |                            |   | 100   | %           |  |   | 100         | %  |  |   | 100   | % 
|Cost of revenue:                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|Software license                                                                                                                                                                                             |  |                             |      | %  |                            |   | 2     | %           |  |   | 1           | %  |  |   | 2     | % 
|Maintenance and support                                                                                                                                                                                      |  |                             | 14    | %  |                            |   | 9     | %           |  |   | 14          | %  |  |   | 10    | % 
|Professional services                                                                                                                                                                                        |  |                             | 43    | %  |                            |   | 22    | %           |  |   | 40          | %  |  |   | 22    | % 
|                                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|Total cost of revenue                                                                                                                                                                                        |  |                             | 57    | %  |                            |   | 33    | %           |  |   | 55          | %  |  |   | 34    | % 
|                                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|Gross profit                                                                                                                                                                                                 |  |                             | 43    | %  |                            |   | 67    | %           |  |   | 45          | %  |  |   | 66    | % 
|Operating expense:                                                                                                                                                                                           |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|Sales and marketing                                                                                                                                                                                          |  |                             | 51    | %  |                            |   | 37    | %           |  |   | 52          | %  |  |   | 41    | % 
|Product development                                                                                                                                                                                          |  |                             | 41    | %  |                            |   | 24    | %           |  |   | 41          | %  |  |   | 30    | % 
|General and administrative                                                                                                                                                                                   |  |                             | 32    | %  |                            |   | 30    | %           |  |   | 33          | %  |  |   | 30    | % 
|Stock-based compensation                                                                                                                                                                                     |  |                             |      | %  |                            |   | 3     | %           |  |   |            | %  |  |   | 3     | % 
|Restructuring and other                                                                                                                                                                                      |  |                             |      | %  |                            |   | (3    | )%          |  |   |            | %  |  |   | 8     | % 
|                                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|Total operating expense                                                                                                                                                                                      |  |                             | 124   | %  |                            |   | 91    | %           |  |   | 126         | %  |  |   | 112   | % 
|                                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|Loss from operations                                                                                                                                                                                         |  |                             | (81   | )% |                            |   | (24   | )%          |  |   | (81         | )% |  |   | (46   | )%
|Interest income, net                                                                                                                                                                                         |  |                             | 1     | %  |                            |   |      | %           |  |   | 2           | %  |  |   | 1     | % 
|Other non-operating expense, net                                                                                                                                                                             |  |                             |      | %  |                            |   |      | %           |  |   | (1          | )% |  |   | (1    | )%
|                                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   
|Net loss                                                                                                                                                                                                     |  |                             | (80   | )% |                            |   | (24   | )%          |  |   | (80         | )% |  |   | (46   | )%
|                                                                                                                                                                                                             |  |                             |       |    |                            |   |       |             |  |   |             |    |  |   |       |   



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Revenue



Software License Revenue.Software license revenue for the three months ended April 30, 2005, decreased by approximately $1.1 million, or 82%, to
$237,000 from $1.3 million in the three months ended April 30, 2004. Software license revenue for the six months ended April 30, 2005 decreased approximately $2.1 million, or 84%, from $2.5 million to $393,000 compared to the six months ended April
30, 2004. Both North America and Europe experienced declines in software license revenue, with the Europe decline being more profound as two large European license transactions were signed during fiscal 2004. The decline in revenue primarily
resulted from the timing of the Companys shift towards Versata 6 and away from some of its older products as well as customers deferring their purchasing decisions. Managements attention during the six months ending April 30, 2005, has
been focused on strengthening the product line and introducing an updated product mix. Management believes the efforts in positioning, customer engagement, and ensuring the timely delivery of Versata 6 will ultimately create long-term value for the
company.



Maintenance and Support Revenue.Maintenance
and support revenue was $1.5 million for both the three months ended April 30, 2005 and 2004, and $3.1 million and $2.9 million for the six months ended April 30, 2005 and 2004, respectively. The increase of 7% for the six months ending April 30,
2005, is primarily attributable to new maintenance and support revenues generated from license sales within the preceding twelve months, offset by the non-renewal of certain existing maintenance and support contracts. Maintenance and support revenue
for our European operations increased in both the three month and six month reporting periods while decreasing slightly within our North American operations.



Professional Services Revenue. Professional services revenue decreased by $239,000, or 24% to $744,000 in the three months ended April 30, 2005
from $983,000 in the three months ended April 30, 2004. Professional services revenue decreased by $406,000, or 23%, to $1.3 million for the six months ended April 30, 2005 from $1.7 million for the six months ended April 30, 2004. Professional
services revenue has declined steadily over the last year as some of the larger engagements have concluded without new engagements to replace them. Management is focusing on growing professional services revenue and believes this growth will be
aided by the introduction of Versata 6.



Cost of Revenue



Cost of Software License Revenue. Cost of software license revenue
consists of partner fees and royalties paid to third party vendors for the use of their products embedded within our product offerings. Cost of software license revenue decreased by $30,000, or 59%, to $21,000 for the three months ended April 30,
2005 from $51,000 for the three months ended April 30, 2004. Cost of software license revenue decreased by $76,000, or 65%, to $41,000 for the six months ended April 30, 2005 from $117,000 for the six months ended April 30, 2004. This decrease is
principally related to lower software license revenue during these periods, as discussed above.



Cost of Maintenance and Support Revenue. Cost of maintenance and support revenue consists of salaries and allocated overhead for support personnel.
Cost of maintenance and support revenue decreased by $11,000, or 3%, to $342,000 for the three months ended April 30, 2005 from $353,000 for the three months ended April 30, 2004. Cost of maintenance and support revenue decreased by $84,000, or 11%,
to $667,000 for the six months ended April 30, 2005 from $751,000 for the six months ended April 30, 2004. These decreases relate mainly to a reduction in personnel-related costs due to a shift in resources to our Halifax, Canada location and
departmental allocated overhead costs. As of April 30, 2005, we had 12 employees and contractors in our support operations as compared to 7 employees and contractors at April 30, 2004.



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##### Table of Contents

Cost of Professional Services Revenue. Cost of professional services revenue consists of salaries
and allocated overhead for professional service personnel and payments to third party consultants incurred in providing training and consulting services. Cost of service revenue increased by $244,000, or 29%, to $1.1 million for the three months
ended April 30, 2005 from $831,000 for the three months ended April 30, 2004. Cost of service revenue increased by $382,000, or 24%, to $1.9 million for the six months ended April 30, 2005 from $1.6 million for the six months ended April 30, 2004.
The increase for both periods was mainly attributable to the fact that we have professional services staff allocated to important strategic, non-billable projects, and the use of higher-cost external resources to serve clients. As of April 30, 2005,
we had 17 employees and contractors in professional services as compared to 18 employees and contractors on April 30, 2004.



Gross Profit



Gross Profit. Gross profit decreased by $1.4 million, or 57%, to $1.1 million in the three months ended April 30, 2005 from $2.5 million in the
three months ended April 30, 2004. Gross margins decreased to 43% for the three months ended April 30, 2005 from 67% for the three months ended April 30, 2004. Gross profit decreased by $2.5 million, or 54%, to $2.2 million in the six months ended
April 30, 2005 from $4.7 million in the six months ended April 30, 2004. Gross margins decreased to 45% for the six months ended April 30, 2005 from 66% for the six months ended April 30, 2004. Total gross margin was impacted by significantly lower
software license revenues in the three and six months ended April 30, 2005. Software license revenues generate higher margins than maintenance and support or professional services revenues. In addition, gross margin was unfavorably impacted by a
negative margin on professional services revenue resulting from employees assigned to non-billable projects.



We experienced a negative gross margin in the three months ended April 30, 2005, within our professional services department, as compared to a positive
15% gross margin in the comparable prior year period. The negative gross margin can be attributed to decreased revenue, increased external consultant and travel costs and staff allocated to important strategic, non-billable projects.



The following table summarizes gross margin by revenue component:



|                                     |  |                              |    |  |                            |   |  |             |    |  |             |  
|------------------------------------ |  | ---------------------------- | -- |  | -------------------------- | - |  | ----------- | -- |  | ----------- | -
|                                     |  | Three Months Ended April 30, |    |  | Six Months Ended April 30, |  
|                                     |  | 2005                         |    |  | 2004                       |   |  | 2005        |    |  | 2004        |  
|                                     |  | (Unaudited)                  |    |  | (Unaudited)                |   |  | (Unaudited) |    |  | (Unaudited) |  
|Software license gross margin        |  | 91                           | %  |  | 96                         | % |  | 90          | %  |  | 95          | %
|Maintenance and support gross margin |  | 78                           | %  |  | 76                         | % |  | 78          | %  |  | 74          | %
|Professional services gross margin   |  | (44                          | )% |  | 15                         | % |  | (46         | )% |  | 10          | %
|                                     |  |                              |    |  |                            |   |  |             |    |  |             |  
|Total gross margin                   |  | 43                           | %  |  | 67                         | % |  | 45          | %  |  | 66          | %



Operating Expenses



Sales and Marketing. Sales and marketing expense includes
salaries, direct sales force and partner commissions, travel and entertainment and marketing programs. Sales and marketing expense decreased by $142,000, or 10%, to $1.3 million in the three months ended April 30, 2005 from $1.4 million in the three
months ended April 30, 2004. Sales and marketing expense decreased by $389,000, or 13%, to $2.5 million in the six months ended April 30, 2005 from $2.9 million in the six months ended April 30, 2004. These decreases principally related to lower
sales commissions due to lower revenues. As of April 30, 2005, we had 18 employees and contractors in our sales and marketing operations as compared to 15 employees and contractors on April 30, 2004.



Product Development. Product development expense includes costs
associated with the development of new products, enhancements to existing products, quality assurance and technical publication activities. These costs consist primarily of employee salaries and the cost of consulting resources that supplement our
product development teams. Product development expense increased by $142,000, or 16%, to $1.0 million in the three months ended April 30, 2005 from $884,000 in the three months ended April 30, 2004. Product development expense decreased by $149,000,
or 7%, to $2.0 million in the six months ended April 30, 2005 from $2.1 million in the six months ended April 30, 2004. The increase in the three months ended April 30, 2005, primarily relates to increased costs for external consultants in
connection with our launch of Versata 6, which was released in May 2005. All software development costs are expensed in the period incurred as they do not meet the requirements for capitalization under SFAS No. 86. As of April 30, 2005, we had 20
employees and contractors in product development as compared to 33 employees and contractors on April 30, 2004. Although there was a decrease in the headcount between the two periods, there was an increase in costs for the same period. Beginning in
May 2005, we began increasing our capacity for product development in Canada while decreasing our reliance on Virtusa. Canadian financial incentives that we intend to benefit from are not recorded in the accompanying financial statements until they
are received, thereby reflecting a higher cost per head for the comparative periods.



General and Administrative. General and administrative expense includes salaries for executive, finance and administrative personnel, information systems costs and bad debt expense. General and administrative
expense decreased by $297,000, or 27%, to



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$808,000 in the three months ended April 30, 2005 from $1.1 million in the three months ended April 30, 2004. General and
administrative expense decreased by $587,000, or 27%, to $1.6 million in the six months ended April 30, 2005 from $2.2 million in the six months ended April 30, 2004. These decreases primarily related to lower costs for employees and contractors,
bonus awards and bad debt provisions offset by recruiting costs for a new CEO. We had 17 employees and contractors performing general and administrative functions on April 30, 2005 and 2004.



Stock-Based Compensation. Stock-based compensation expense includes
the cost of common stock awards granted to employees and consultants in exchange for services as well as the amortization of employee stock-based compensation. Employee stock-based compensation expense for stock options is amortized on an
accelerated basis (under FIN 28) over the vesting period of the related options, generally 48 months. We did not incur any expense for stock-based compensation expense for the three and six months ended April 30, 2005 as compared to expenses of
$100,000 and $223,000 for the three and six months ended April 30, 2004, respectively. This decrease is principally related to our decision to discontinue the award of fully vested common stock for employees as well as the vesting of all pre-IPO
stock in our prior fiscal year.



Restructuring and
Other. We did not incur any restructuring or other expense for the three and six months ended April 30, 2005 as compared to expenses (expense reversal) of ($99,000) and $571,000 for the three and six months ended April 30, 2004, respectively.
The expense reversal for the three months ended April 30, 2004, related to the renegotiation of the lease agreement for our Oakland, California headquarters. As a result, we reversed the accrued restructuring charges and wrote-off the majority of
our restricted cash balance. The resulting net credit was further reduced by various charges for the sale of our French subsidiary, the disposal of certain fixed assets and the payment of additional severance payments. The expenses for the six
months ended april 30, 2004, related to the aforementioned charges and severance payments for both domestic and international staff as well as additional restructuring costs incurred in the renegotiation of the lease agreement for our Oakland,
California headquarters.



Interest Income, Net. Interest
income, net, is primarily comprised of interest income from our cash and investments offset by interest paid on our equipment loan and capital lease obligations. We had interest income, net of $35,000 for both the three months ended April 30, 2005,
and 2004. We had interest income, net of $73,000 for the six months ended April 30, 2005, a increase of $16,000, or 28%, compared to interest income, net of $57,000 for the six months ended April 30, 2004. The increase in interest income, net during
the six-month period is primarily due to higher rates on our cash and investment balances offset by lower interest expense associated with our capital lease obligations.



Other Non-Operating Expense, Net. Other non-operating expense, net primarily relates to various state and local
taxes. The majority of these taxes are not based upon taxable income but on revenues, asset values or shares outstanding. We have incurred operating losses for all periods from inception through April 30, 2005; thus, we have not incurred an income
tax liability for federal income taxes and only minimal liabilities for state income taxes. In addition, we have recorded a valuation allowance for the full amount of our deferred tax assets, as the future realization of the tax benefits is
uncertain. Other non-operating expense, net increased insignificantly by $5,000, from $7,000 for the three months ended April 30, 2004 to $12,000 for the three months ended April 30, 2005. Other non-operating expense decreased insignificantly by
$13,000, from $35,000 for the six months ended April 30, 2004 to $22,000 for the six months ended April 30, 2005.



Liquidity and Capital Resources



Since inception, we have funded our operations primarily through the private sale of our equity securities and our initial public offering, resulting in
aggregate net proceeds of $167.2 million. We have also funded our operations through equipment lease financing. As of April 30, 2005, we had $6.0 million in cash and cash equivalents and short-term investments and $1.7 million in working capital.
Cash and cash equivalents consist of highly liquid investments in time deposits held at major banks, market mutual funds and other money market securities with original maturities of 90 days or less. Short-term investments include United States
corporate notes and United States municipal notes, with maturities between 91 days and 365 days. Working capital is current assets less current liabilities.



Net cash used in operating activities in each period reflects net loss offset by non-cash expenses, primarily depreciation and amortization and
stock-based compensation and changes in working capital. Net cash used in operating activities was $3.5 million and $3.3 million for the six months ended April 30, 2005 and 2004, respectively. During the six month period ended April 30, 2005 and
2004, the increase in cash used in operating activities was largely related to operating losses for the period, adjusted for movements in operational balance sheet accounts as set out below:



|                                         |  |                  |        |   |              |   |        |  
|---------------------------------------- |  | ---------------- | ------ | - | ------------ | - | ------ | -
|                                         |  | Six Months Ended |       
|                                         |  | April 302005     |        |   | April 302004 |  
|Net loss                                 |  | $                | (3,860 | ) |              | $ | (3,262 | )
|Depreciation and amortization            |  |                  | 164    |   |              |   | 538    |  
|Accounts receivable, net                 |  |                  | 1,313  |   |              |   | (638   | )
|Accounts payable and accrued liabilities |  |                  | (132   | ) |              |   | (86    | )
|Deferred revenue                         |  |                  | (753   | ) |              |   | 789    |  
|Prepaid expenses and other assets        |  |                  | (228   | ) |              |   | (803   | )
|All other items                          |  |                  | (17    | ) |              |   | 185    |  
|                                         |  |                  |        |   |              |   |        |  
|Net cash used in operating activities    |  | $                | (3,513 | ) |              | $ | (3,277 | )
|                                         |  |                  |        |   |              |   |        |  



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Net cash provided by investing activities was $3.6 million and $1.5 million for the six months ended
April 30, 2005 and 2004, respectively. Net cash provided by investing activities related primarily to the proceeds from sales and maturities of short-term investments, offset by purchases of fixed assets and short-term investments.



Net cash provided by financing activities was $23,000 and $28,000 for the six
months ended April 30, 2005 and 2004, respectively and was attributable primarily to the exercise of stock options.



As of April 30, 2005, the Company had $6.0 million in cash, cash equivalents and investments, and working capital of $1.7 million. To date, the Company
has not achieved profitability or positive cash flow on a sustained basis. As a result of the ongoing losses and deteriorating financial condition, the Company is actively pursuing debt and/or equity financing and other alternatives to fund its
operating needs. However, there can be no guarantee that the Company will be successful in these pursuits on a timely basis, if at all, or, if available on terms acceptable to it. If the Company is unable to obtain debt and/or equity financing or
other alternatives do not become available for it to meet its working capital obligations, the Company may be forced, at a minimum, to reduce its operating expenses accordingly, which may restrict its ability to pursue its business objectives and
could adversely impact its ability to maintain its revenue levels.



On December 20, 2004, we entered into a one year Loan and Security Agreement (the Loan Agreement) with Venture Banking Group (VBG) for the purpose of establishing a revolving line of credit. The Loan Agreement
provides for borrowings by of up to $1.0 million in the aggregate at anytime outstanding. The Loan Agreement requires us to maintain its primary depository and operating accounts with VBG and to maintain a minimum unrestricted cash balance of $4.0
million with VBG. Interest on borrowings under the Agreement is payable monthly and accrues at one-half of one percentage point above the prime rate. Unpaid principal, together with accrued and unpaid interest is due on the maturity date. Borrowings
under the facility are collateralized by substantially all of our assets excluding its intellectual property. As of April 30, 2005, we had not drawn any funds on this credit facility.



The Loan Agreement contains affirmative and negative covenants with which we must comply, including reporting requirements,
maintenance of insurance and restrictions on incurring indebtedness, granting liens, and paying dividends on its capital stock. The events of default under the loan agreement include payment defaults, cross defaults with certain other indebtedness,
breaches of covenants, and insolvency events.



Risk Factors That May Affect
Future Results



We operate in a rapidly changing
environment that involves numerous risks and uncertainties. The following section lists some, but not all, of these risks and uncertainties, which may have a material adverse effect on our business, financial condition or results of operations.
Investors should carefully consider the following risk factors in evaluating an investment in our common stock.



Risks Related to Our Business



We Have Limited Working Capital and May Experience Difficulty in Obtaining Needed Funding, Which May Limit Our Ability to Effectively Pursue Our Business Strategies.



As of April 30, 2005, we had $6.0 million in cash and
short-term investments, and working capital of approximately $1.7 million. To date, we have not achieved profitability or positive cash flow on a sustained basis. Although we believe that our current cash, cash equivalents, and any net cash provided
by operations will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next twelve months, it is possible that events may occur that could render our current working capital reserves
insufficient. Because our revenue is unpredictable and a significant portion of our expenses are fixed, a reduction in projected revenue or unanticipated requirements for cash outlays could deplete our limited financial resources, potentially to a
serious degree. We may find it necessary to obtain additional equity or debt financing within the next twelve months or beyond. If we require additional external funding, there can be no assurance that we will be able to obtain it on a timely basis
if at all, or, if available, on terms acceptable to us. Moreover, additional financing will cause dilution to existing stockholders. If we cannot secure adequate financing sources on a timely basis, then we would be required, at a minimum, to reduce
our operating expenses, which would restrict our ability to pursue our business objectives and could adversely impact our ability to maintain our revenue levels.



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We Have Incurred Operating Losses Since Our Inception and May Incur Net Losses and Negative Cash Flows for the
Foreseeable Future.



We have experienced operating losses
in each quarterly and annual period since inception, and we expect to incur losses in the near future. If our revenue grows less than we anticipate or if our operating expenses increase more than expected, we may never achieve profitability. As of
April 30, 2005, we had an accumulated deficit of $215 million.



Our
Quarterly Revenues and Operating Results May Fluctuate in Future Periods.



Our operating results have varied and may continue to vary substantially from period to period. The timing and amount of our license fees are subject to a number of factors that make estimating revenues and operating
results prior to the end of a quarter uncertain. While we receive certain recurring revenues on royalty-based license agreements and also from deferred maintenance and support fees, a significant amount of license fees in any quarter is dependent on
the execution of new license sales in a specific quarter. In particular, our revenue in future periods is dependent on the licensing of Versata 6 and the Versata BAM Dashboard. If we fail to reach the expected results with such products, our
revenues will be adversely affected. Our professional services revenue in any quarter is substantially dependent on our license revenue. Services are normally purchased in conjunction with the initial licensing of our software or on a stand-alone
basis, although this is not a requirement. Should our license revenues decrease, there will be a reduced market for our services. Any revenue shortfall in services could have an immediate and significant adverse effect on our results of operations.
Operating expenses for any year are normally based on the attainment of planned revenue levels for that year and are generally incurred ratably throughout the year. As a result, if revenues were less than planned in any period, while expense levels
remain relatively fixed, our operating results would be adversely affected for that period. In addition, unplanned expenses such as increases in salaries, third party software licensing fees, and cost of software development, could adversely affect
operating results for the period in which such expenses were incurred.



Our
Failure to Accurately Forecast Sales May Lead to a Disappointment of Market Expectations.



We use a pipeline system, a common industry practice, to forecast sales and trends in our business. Our sales personnel monitor the status of all proposals, such as the date when they estimate that a
customer will make a purchase decision and the potential dollar amount of the sale. We aggregate these estimates periodically in order to generate a sales pipeline. We compare the pipeline at various points in time to look for trends in our
business. While this pipeline analysis may provide us with some guidance in business planning and budgeting, these pipeline estimates are necessarily speculative and may not consistently correlate to revenues in a particular quarter or over a longer
period of time. A variation in the conversion of the pipeline into contracts or in the pipeline itself such as occurred in the past could cause us to improperly plan or budget and thereby adversely affect our business or results of operations. In
particular, the current slowdown in the economy is causing purchasing decisions to be delayed, reduced in amount or cancelled which will therefore reduce the overall license pipeline conversion rates in a particular period of time.



If We Do Not Develop and Enhance New and Existing Products to Keep Pace With
Technological, Market and Industry Changes, Our Revenues May Decline.



The markets for our products are characterized by rapid technological advances in software development, evolving standards in software technology and frequent new product introductions and enhancements. Product
introductions and short product life cycles necessitate high levels of expenditures for research and development. To maintain our competitive position, we must:



| |  |  | Enhance and improve existing products and continue to introduce new products that keep pace with technological developments, such as the new master data management products that
manage data resided in databases;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Satisfy increasingly sophisticated customer requirements; and
| | - |  | -------------------------------------------------------------



| |  |  | Achieve market acceptance.
| | - |  | --------------------------



The success of new products is dependent on several factors including proper new product definition, product cost, timely completion and introduction of
new products, differentiation of new products from those of our competitors, and market acceptance of these products. We recently released Versata 6 and intend to make the Versata BAM Dashboard v2.0 generally available later during fiscal 2005.
However, there can be no assurance that Versata BAM Dashboard v2.0 will be released in a timely manner and include the functionalities required by our customers, or that these products will achieve broad market acceptance. Our inability to run on
new or increasingly popular operating systems, and/or our failure to successfully enhance and improve our products in a timely manner could have a material adverse effect on our business, results of operations, financial condition or cash flows. In
addition, we may in the future discover errors in new releases or new products after the commencement of commercial shipments. Since many customers are using Versata products for mission-critical business operations, any of these occurrences could
seriously harm our business and generate negative publicity.



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If the Versata Products and Related Services Do Not Achieve Widespread Market Acceptance, the Source of Substantially
All of Our Revenue Will be At Risk.



We cannot predict the
level of market acceptance that will be achieved or maintained by our products and services. If either the Internet infrastructure software market in general, or the market for our software or related services in particular, fails to grow or grows
more slowly than we anticipate, or if either market fails to accept our products and related services, the source of substantially all of our revenue will be at risk. We expect to continue to derive substantially all our revenue from and be
dependent upon the Versata products and related services in the future. The market for the Versata products and related services is new, rapidly evolving and highly competitive, and we cannot be certain that a viable market for our products will
ever develop or be sustained. Our future financial performance will depend in large part on the successful development, introduction and customer acceptance of our new products, product enhancements and related services in a timely and cost
effective manner. We expect to continue to commit significant resources to market and further develop our products and related services and to enhance the brand awareness of our software and services.



New Versions and Releases of Our Products May Contain Errors or Defects and Result in Loss
of Revenue.



The software products we offer are complex
and, despite extensive testing and quality control, may have had, and in the future could have errors or defects, especially when we first introduce them. Typically we need to issue corrective releases of our software products to fix any defects or
errors. Defects or errors could also cause damage to our reputation, loss of revenues, product returns or order cancellations, lack of market acceptance of our products, and expose us to litigation. Accordingly, defects or errors particularly if
they are more numerous than expected could have a material and adverse effect on our business, results of operations and financial condition.



We Depend on Technology Licensed from Third-party Software Developers and our Ability to Develop and Sell our Products and Services Could be Delayed or Impaired if We
Fail to Maintain These License Arrangements.



We
incorporate into our products third-party software that enables, enhances or compliments aspects of our products functionality. This third-party software may not continue to be available on commercially reasonable terms or with acceptable
levels of support, or at all. Our inability to maintain these software licenses on current terms could delay or impair the sale of our products and services until equivalent software, if available, is identified, licensed or developed, and
integrated. This could adversely affect our business and impair our future growth.



We May Have to Delay Recognizing License or Service Related Revenue for a Significant Period, Which Could Negatively Impact Our Results of Operations.



Although we typically enter into standard license agreements and time-and-materials services agreements, we may occasionally
have to delay recognizing license or service revenue for a significant period of time for a variety of types of transactions, including:



| |  |  | Transactions that require specified future deliverables not covered by maintenance and support arrangements;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | Transactions that involve significant production, modification or customization;
| | - |  | --------------------------------------------------------------------------------



| |  |  | Transactions that contain customer acceptance clauses, cancellation/exchange rights or refund rights;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | Transactions that involve certain customer financing arrangements;
| | - |  | ------------------------------------------------------------------



| |  |  | Transactions that involve new products;
| | - |  | ---------------------------------------



| |  |  | Transactions that involve extended payment terms or payments based on milestones; or
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Transactions that do not support current established pricing of training, professional services, maintenance and support, or other typical undelivered elements in an arrangement.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These factors and other specific accounting
requirements for software revenue recognition, require that we have very precise terms in our license agreements to allow us to recognize revenue when we initially deliver software or perform services. Although we have a standard form of license
agreement that meets the criteria for current revenue recognition on delivered elements, we negotiate and revise these terms and conditions in some transactions. Sometimes we are unable to negotiate terms and conditions that permit revenue
recognition at the time of delivery or even as work on the project is completed.



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If Accounting Interpretations Relating to Revenue Recognition Change, Our Reported Revenues Could Decline, or We Could
be Forced to Make Changes in Our Business Practices.



Over
the past several years, the American Institute of Certified Public Accountants has issued Statement of Position No. 97-2, Software Revenue Recognition (SOP 97-2), and Statement of Position No. 98-9, Modification of SOP 97-2,
Software Revenue Recognition, With Respect to Certain Transactions (SOP 98-9). In addition, in December 2003, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 104, Revenue Recognition in Financial
Statements (SAB 104), which explains how the SEC staff believes existing revenue recognition rules should be applied to or interpreted for transactions not specifically addressed by existing rules. These standards address software
revenue recognition matters primarily from a conceptual level and do not include specific implementation guidance. We believe that our revenue has been recognized in compliance with SOP 97-2, SOP 98-9 and SAB 104. However, the accounting profession
and regulatory agencies continue to discuss various provisions of these pronouncements with the objective of providing additional guidance on their application. These discussions and the issuance of new interpretations, once finalized, could lead to
unanticipated reductions in recognized revenue. They could also drive significant adjustments to our business practices, which could result in increased administrative costs, lengthened sales cycles and other changes which could adversely affect our
results of operations.



Issuance of New Laws or Accounting Regulations, or
Re-interpretation of Existing Laws or Regulations, Could Materially Impact our Business or Stated Results.



From time to time, the government, courts and financial accounting boards issue new laws or accounting regulations, or modify or re-interpret existing
ones. There may be future changes in laws, interpretations or regulations that would affect our financial results or the way in which we present them. Additionally, changes in the laws or regulations could have adverse effects on hiring and many
other aspects of our business that would affect our ability to compete, both nationally and internationally. For example, recently issued accounting regulations requiring the company to account for employee stock option grants as an expense could
have the result of our not using options as widely for our employees which could impact our ability to hire and retain key employees.



We Will Incur Increased Costs as a Result of Recently Enacted and Proposed Changes in Laws and Regulations Relating to Corporate Governance Matters and Public
Disclosure.



Recently enacted and proposed changes in the
laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002, rules adopted or proposed by the Securities Exchange Commission and by the NASDAQ National Market and new accounting pronouncements will
result in increased costs to us as we evaluate the implications of these laws, regulations and standards and respond to their requirements. To maintain high standards of corporate governance and public disclosure, we intend to invest substantial
resources to comply with evolving standards. This investment will result in increased general and administrative expenses and a diversion of management time and attention from strategic revenue generating and cost management activities. In addition,
these new laws and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur
substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on our board committees or as
executive officers. We are taking steps to comply with the recently enacted laws and regulations in accordance with the deadlines by which compliance is required, but cannot predict or estimate the amount or timing of additional costs that we may
incur to respond to their requirements.



If Java Technology Does Not
Continue to be Widely Adopted for E-business Application Development, Our Business Will Suffer.



Our products are based on Java technology, an object-oriented software programming language and distributed computing platform developed by Sun
Microsystems. Java was developed primarily for the Internet and corporate intranet applications. It is still too early to determine whether Java will achieve greater acceptance as a programming language and platform for enterprise applications.
Alternatives to Java include Microsofts C# language and .Net computing platform. Should Java not continue to be widely adopted, our business will suffer. Alternatively, if Sun Microsystems makes significant changes to the Java language or its
proprietary technology, or fails to correct defects and limitations in these products, our ability to continue improving and shipping our products could be impaired. In the future, our customers also may require the ability to deploy our products on
platforms for which technically acceptable Java implementations either do not exist or are not available on commercially reasonable terms.



If We Infringe the Patents or Proprietary Rights of Others Our Business, Financial Condition and Operating Results Would Be Harmed.



We do not believe our products infringe the proprietary rights of third
parties, but third parties may nevertheless assert infringement claims against us in the future. Regardless of whether these claims have merit, they can be time consuming and expensive to defend or settle, and can harm our business and reputation.
Furthermore, we may initiate claims or litigation against third



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parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Litigation,
whether resolved in our favor or not, could be time-consuming to defend, result in increased costs, divert managements attention and resources, cause product shipment delays or require us to enter into unfavorable royalty or licensing
agreements.



Some of our products, incorporate intellectual
property licensed from third parties or open source software. If we fail to successfully exclude such technology from our indemnification obligations, claims that such open source or third party technology infringes the intellectual property rights
of a third party could materially and adversely affect our business and financial condition.



We May Incur Substantial Expenses If We are Sued for Product Liability.



Our license agreements with our customers typically contain provisions designed to limit our exposure to potential product liability claims. It is
possible, however, that the limitation of liability provisions contained in our license agreements may not be effective as a result of existing or future federal, state or local laws or ordinances or unfavorable judicial decisions. Although we have
not experienced any product liability claims to date, sale and support of our products entails the risk of such claims, which could be substantial in light of customers use of such products in mission-critical applications. If a claimant
brings a product liability claim against us, it could have a material adverse effect on our business, results of operations and financial condition. Our products interoperate with many parts of complicated computer systems, such as mainframes,
servers, personal computers, application software, databases, operating systems and data transformation software. Failure of any one of these parts could cause all or large parts of computer systems to fail. In such circumstances, it may be
difficult to determine which part failed, and it is likely that customers will bring a lawsuit against several suppliers. Even if our software was not at fault, we could suffer material expense and material diversion of management time in defending
any such lawsuits.



We Depend on Increased Business from Our Current and New
Customers and if We Fail to Generate Repeat and Expanded Business or Grow Our Customer Base, Our Products and Services Revenues Will Likely Decline.



In order to be successful, we need to broaden our business by selling product licenses and services to current and new customers. Many of our customers
initially make a limited purchase of our products and services for pilot programs. These customers may not choose to purchase additional licenses to expand their use of our products. These and other potential customers also may not yet have
developed or deployed initial software applications based on our products. If these customers do not successfully develop and deploy these initial software applications, they may choose not to purchase deployment licenses or additional development
licenses. In addition, as we introduce new versions of our products, or new products, our current customers may not require the functionality of our new products and may not license these products.



If we fail to add new customers who license our products, our revenue also
will likely decline. The total amount of professional services and customer support fees we receive in any period depends in large part on the size and number of software licenses that we have previously sold as well as our customers electing to
renew their customer support agreements. In the event of a further downturn in our software license revenue or a decline in the percentage of customers who renew their annual support agreements, our professional services and fees for customer
support revenue could become flat or further decline.



Our Failure to
Maintain Ongoing Sales Through Distribution Channels Will Result in Lower Revenues.



To date, we have sold our products principally through our direct sales force, as well as through indirect sales channels, such as Independent Software Vendors (ISVs), systems integrators, independent
consultants, application service providers (ASPs) and resellers. Our ability to achieve revenue growth in the future will depend in part on our success in making our direct sales force more efficient and in further establishing and
expanding relationships with distributors, ASPs, ISVs, Original Equipment Manufacturers (OEMs), and systems integrators. We intend to seek distribution arrangements with additional ISVs to embed our solutions in their products. It is
possible that we will not be able to increase the efficiency of our direct sales force or other distribution channels, or secure license agreements with additional ISVs on commercially reasonable terms. Moreover, even if we succeed in these
endeavors, it still may not increase our revenues. If we invest resources in these types of expansion and our revenues do not correspondingly increase, our business, results of operations and financial condition will be materially and adversely
affected.



We rely on informal relationships with a number of
consulting and systems integration firms to enhance our sales, support, service and marketing efforts, particularly with respect to implementation and support of our products as well as lead generation and assistance in the sales process. We will
need to expand our relationships with third parties in order to support license revenue growth. Many such firms have similar, and often more established, relationships with our principal competitors. In addition, our ability to attract such third
parties is dependent on our ability to timely develop and enhance new and existing products to support the necessary marketplace and technology standards. It is possible that these and other third parties will not provide the level and quality of
service required to meet the needs of our customers, that we will not be able to maintain an effective, long term relationship with these third parties, and that these third parties will not successfully meet the needs of our customers.



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Our Business is Subject to Risks from International Operations.



We conduct business internationally. Accordingly, a portion of our revenues
is derived from international sales and is therefore subject to the related risks including the general economic conditions in each country, the overlap of different tax structures, the difficulty of managing an organization spread over various
countries, changes in regulatory requirements, compliance with a variety of foreign laws and regulations, longer payment cycles and volatilities of exchange rates in certain countries. There can be no assurances that we will be able to successfully
address each of these challenges. Other risks associated with international operations include import and export licensing requirements, trade restrictions and changes in tariff rates.



A portion of our business is conducted in currencies other than the U.S. dollar. Changes in the value of major foreign
currencies relative to the value of the U.S. dollar may adversely affect revenues and operating results.



If We Lose Additional Key Employees or Cannot Hire Key Qualified Employees, It May Adversely Affect Our Ability to Manage Our Business, Develop Our Products and Increase Our Revenues.



We believe our continued growth and success depends to a large extent on the
continued service of our senior management and other key employees and the hiring of key qualified employees. In the software industry, there is substantial and continuous competition for highly skilled business, product development, technical and
other personnel. We may experience increased compensation costs that are not offset by either improved productivity or higher prices. We cannot be certain that there will not be departures of key personnel. Any changes in management can be
disruptive to our operations. In general, we do not have long-term employment or non-competition agreements with our employees. Part of our total compensation program includes stock options. The volatility or lack of positive performance of our
stock price may from time to time adversely affect our ability to retain or attract key employees.



Risks Related to Our Industry



Weakening of Worldwide Economic Conditions Realized in the Internet Infrastructure Software Market May Result in Decreased Revenues or Lower Revenue Growth Rates.



The revenue growth of our business depends on the overall demand for computer software, particularly in the product segments
in which we compete. Any further slowdown of the worldwide economy affects the buying decision of corporate customers, such as it has in the recent years. Because our sales are primarily to Global 2000 customers, our business also depends on general
economic and business conditions. A reduction in demand for computer software, caused by a weakening of the economy, such as occurred in fiscal 2001, 2002, 2003, and 2004, or otherwise, may result in continued decreased revenues or lower revenue
growth rates.



Entering Into New or Developing Markets May Also Result in
Decreased Revenues or Lower Revenue Growth Rates



As we
focus on the new market opportunity in master data management and the Business Rules Engine industry, we may be competing with large, established suppliers and/or systems integrators as well as start-up companies. Some of our current and potential
competitors may have greater resources, including technical and engineering resources, than we do. Since the master data management market is relatively new, we believe that success in developing and selling master data management products will
require us to devote appropriate efforts to develop the strong sales, marketing and development skills required to address new target markets. These efforts may increase our operating costs and, if we fail to generate timely revenue from the master
data management business, our working capital and operating results could be adversely affected. There can be no assurance that our efforts to pursue the master data management business or entering the Business Rules engine industry will be
successful or will not adversely affect our financial condition or results of operations, particularly in the near term.



If We Do Not Effectively Compete With New and Existing Competitors, Our Revenues and Operating Margins Will Decline.



The software development market in general, and the market for our software
and related services in particular, are new, rapidly evolving and highly competitive. We expect the competition in this industry to persist and intensify as the market continues to consolidate. Many of our competitors, including but not limited to
IBM, BEA Systems, Oracle, Borland Software, ILOG, Fair Isaac, Pegasystems, Haley Enterprises, SAP and Computer Associates have longer operating histories and significantly greater financial, technical, marketing and other resources than we do. As a
result, they may be able to respond more quickly to new or changing opportunities, technologies and customer requirements. Many of our competitors, such as the ones mentioned herein,, also have more extensive customer bases, broader customer
relationships and broader industry alliances that they can leverage, thereby establishing relationships with many of our current and potential customers. These companies also have significantly more established customer support and professional
service organizations. In addition, these companies may adopt aggressive pricing policies or offer more attractive terms to customers, may bundle their competitive products with broader product offerings or may introduce new products and
enhancements. Furthermore, current and potential competitors may establish cooperative relationships among themselves or with third parties to enhance their products. As a result, it is possible that new competitors or alliances among competitors
may emerge and



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rapidly acquire significant market share. If we fail to compete successfully with our competitors, the demand for our
products would decrease. Any reduction in demand could lead to loss of market share, a decrease in the price of our products, fewer customer orders, reduced revenues, reduced margins, and increased operating losses. These competitive pressures could
seriously harm our business and operating results.



Risks Related to Our
Stock



The Price of Our Common Stock is Volatile and It May
Fluctuate Significantly.



The market price of our common
stock has fluctuated significantly and has declined sharply since our initial public offering in March 2000. Our stock price is affected by a number of factors, some of which are beyond our control, including:



| |  |  | Quarterly variations in results, announcements that our revenue or income are below analysts expectations;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | The competitive landscape;
| | - |  | --------------------------



| |  |  | Technological innovations by us or our competitors;
| | - |  | ---------------------------------------------------



| |  |  | Changes in earnings estimates or recommendations by analysts;
| | - |  | -------------------------------------------------------------



| |  |  | Sales of large blocks of our common stock, sales or the intention to sell stock by our executives and directors;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | General economic and market conditions;
| | - |  | ---------------------------------------



| |  |  | Additions or departures of key personnel;
| | - |  | -----------------------------------------



| |  |  | Estimates and projections by the investment community; and
| | - |  | ----------------------------------------------------------



| |  |  | Fluctuations in our stock trading volume, which is particularly common among highly volatile securities of software companies.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



As a result, our stock price is subject to significant volatility. In the
past, following periods of volatility or decline in the market price of a companys securities, securities class action litigation has at times been instituted against that company. This could cause us to incur substantial costs and experience
a diversion of managements attention and resources.



Any Potential
Delisting of Versatas Common Stock from the NASDAQ Small Cap Market Could Harm Our Business.



Our common stock currently trades on the NASDAQ Small Cap Market, which has certain quantitative continued listing requirements. In March 2004, we
transferred the listing of our common stock from the NASDAQ National Market to the NASDAQ Small Cap Market because we no longer met the NASDAQ National Markets minimum stockholders equity requirements. If we are unable to maintain
compliance with the Small Cap Markets continued listing requirements, our common stock could be de-listed from the Small Cap Market, with future sales conducted only in the over the counter market. A transfer to the over the counter market
could have a negative impact on the price and liquidity of our common stock.



On May 18, 2005, we received a notice from the Listing Qualifications Department of the NASDAQ Stock Market (NASDAQ) informing that, for the last 30 consecutive business days, the bid price of our common
stock had traded below the minimum $1.00 per share requirement for continued inclusion under Marketplace Rule 4310(c)(4) (the Rule). To regain compliance, the bid price of our common stock must close at $1.00 per share or more, for a
minimum of ten consecutive business days. The notice further provides that in accordance with Marketplace Rule 4310(c)(8)(D), we will be provided a grace period of 180 calendar days, or until November 14, 2005, to regain compliance. If at any time
before November 14, 2005, we regain compliance, NASDAQ will provide written notice to us that we comply with the Rule. If we cannot demonstrate compliance with the Rule by November 14, 2005, NASDAQ will determine whether we meet The NASDAQ SmallCap
Market initial listing criteria as set forth in Marketplace Rule 4310(c), except for the bid price requirement. If we satisfy the initial listing criteria, NASDAQ will notify us that we have been granted an additional 180 calendar days to regain
compliance. Thereafter, if we have not regained compliance, and are not eligible for an additional compliance period, NASDAQ will provide written notification that our securities will be delisted. At that time, we can appeal NASDAQs
determination to delist its securities to a Listing Qualifications Panel. We have not yet determined to take any action in response to this notice, but will evaluate potential responses depending on the trading price of our common stock, and the
time remaining in any applicable grace period to regain compliance with the Rule.



Upon the filing of this quarterly report, we may receive a notice from NASDAQ notifying that, we will be delisted from The NASDAQ SmallCap Market due to noncompliance with Marketplace Rule 4310(c)(2)(B), which
requires companies listed to have a minimum of $2,500,000 in stockholders equity or $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the
three most recently completed fiscal years. This quarterly report indicates that we do not comply with Marketplace Rules.



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We May Engage in Future Acquisitions that Dilute Our Stockholders and Cause Us Incur Debt or Assume Contingent
Liabilities.



As part of our strategy, we expect to review
opportunities to buy other businesses or technologies that would complement our current products, expand the breadth of our markets or enhance technical capabilities, or that may otherwise offer growth opportunities. In the event of any future
acquisitions, we could:



| |  |  | pay amounts of cash to acquire assets or businesses;
| | - |  | ----------------------------------------------------



| |  |  | issue stock that would dilute current stockholders percentage ownership;
| | - |  | -------------------------------------------------------------------------



| |  |  | incur debt; or
| | - |  | --------------



| |  |  | assume liabilities.
| | - |  | -------------------



These purchases also involve numerous risks, including:



| |  |  | problems combining the purchased operations, technologies or products or integration of new personnel;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | unanticipated costs;
| | - |  | --------------------



| |  |  | diversion of managements attention from our core business;
| | - |  | -----------------------------------------------------------



| |  |  | adverse effects on existing business relationships with suppliers and customers;
| | - |  | --------------------------------------------------------------------------------



| |  |  | risks associated with entering markets in which we have no or limited prior experience; and
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | potential loss of key employees of purchased organizations.
| | - |  | -----------------------------------------------------------



We cannot assure you that we will be able to successfully integrate any businesses, products, technologies or personnel that we might purchase in the
future.



Our Charter Documents, Delaware Law and our Stockholder Rights Plan
Contain Provisions That May Inhibit Potential Acquisition Bids, Which May Adversely Affect The Market Price of Our Common Stock, Discourage Merger Offers or Prevent Changes in Our Management.



Our Board of Directors has the authority to issue up to 833,333 shares of
preferred stock and to determine the rights, preferences, privileges and restrictions, including voting rights, of the shares without any further vote or action by our stockholders. If we issue any of these shares of preferred stock in the future,
the rights of holders of our common stock may be negatively affected. If we issue preferred stock, a change of control of our company could be delayed, deferred or prevented. We have no current plans to issue shares of preferred stock.



Section 203 of the Delaware General Corporation Law restricts certain
business combinations with any interested stockholder as defined by that statute. In addition, our certificate of incorporation and bylaws contain certain other provisions that may have the effect of delaying, deferring or preventing a change of
control. These provisions include:



| |  |  | the elimination of actions by written consent of stockholders; and
| | - |  | ------------------------------------------------------------------



| |  |  | the establishment of an advance notice procedure for stockholder proposals and director nominations to be acted upon at annual meetings of the stockholders.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



In April 2004, our Board of Directors adopted a
stockholder rights plan. Under this plan, we issued a dividend of one right for each share of our common stock. Each right initially entitles stockholders to purchase a fractional share of our preferred stock for $13.00. However, the rights are not
immediately exercisable. If a person or group acquires, or announces a tender or exchange offer that would result in the acquisition of, a certain percentage of our common stock, unless the rights are redeemed by us for $0.001 per right, the rights
will become exercisable by all rights holders, except the acquiring person or group, for shares of our preferred stock or the stock of the third party acquirer having a value of twice the rights then-current exercise price.



These provisions are designed to encourage potential acquirers to negotiate
with our board of directors and give our board of directors an opportunity to consider various alternatives to increase stockholder value. These provisions are also intended to discourage certain tactics that may be used in proxy contests. However,
the potential issuance of preferred stock, our charter and



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bylaw provisions, the restrictions in Section 203 of the Delaware General Corporation Law and our stockholder rights plan
could discourage potential acquisition proposals and could delay or prevent a change in control, which may adversely affect the market price of our stock. These provisions and plans may also have the effect of preventing changes in our management.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



We are exposed to a variety of market risks, including changes in interest rates and, to a lesser extent, foreign currency fluctuations. In the normal
course of business, we establish policies and procedures to manage our exposure to fluctuations in interest rates and foreign currency values.



Interest Rate Risks. We invest our cash in a variety of financial instruments, consisting principally of investments in commercial paper,
interest-bearing demand deposit accounts with financial institutions, money market funds and highly liquid debt securities of corporations, municipalities and the U.S. Government. These investments are denominated in U.S. dollars. Cash balances in
foreign currencies overseas are operating balances and are invested in short-term time deposits of the local operating bank.



All of the cash equivalents and short-term investments are treated as available-for-sale. Investments in both fixed rate and floating rate
interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest
rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if forced to sell securities that have seen a decline in market value due to
changes in interest rates. However, the Company reduces its interest rate risk by investing its cash in instruments with short maturities. As of April 30, 2005, the average number of days to maturity for the instruments held by the Company was 50
days and the average yield earned on cost was 2.34%.



Foreign Currency Risks. As of April 30, 2005, we had operating subsidiaries located in the United Kingdom, Germany, Canada and Australia. International sales were made mostly from our foreign sales subsidiaries in the United Kingdom
and Germany and are typically denominated in the local currency of each country. These subsidiaries also incur most of their expenses in the local currency. Accordingly, foreign subsidiaries use the local currency as their functional currency.



Our international business is subject to risks typical of an
international business, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange volatility. Accordingly, our future results could
be materially adversely impacted by changes in these or other factors. We estimate that a uniform 10% change in the applicable foreign exchange rates would not have had a significant impact upon our net income (loss).



We are also exposed to foreign exchange rate fluctuations as the financial
results of foreign subsidiaries are translated into U.S. dollars in consolidation. As exchange rates vary, these results, when translated, may vary from expectations and adversely impact overall financial results. Due to the materiality and nature
of our international operations, we do not currently enter into foreign currency hedge transactions.



Item 4. Controls and Procedures



Evaluation of disclosure controls and procedures. Our management evaluated, with the participation of our Interim Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under 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. Based on this evaluation, our Interim Chief
Executive Officer and Chief Financial Officer has concluded that our disclosure controls and procedures were effective as of April 30, 2005 to ensure that information we are required to disclose in reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in Securities and Exchange Commission rules and forms.



Changes in internal controls.There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION



Item 1. Legal Proceedings



Securities Class
Action and State Derivative Actions



On February 14, 2003,
the United States District Court for the Northern District of California issued the Order of Final Approval of the Settlements of the consolidated securities class action and the consolidated derivative action that were both initially filed in 2001.
Pursuant to the terms of the settlement, our insurers paid $9.75 million and we issued 200,000 shares of common stock and implemented certain corporate therapeutics. Existing stockholders also received a put option for each share held. The put
option granted the stockholder the right to put the shares back to the Company for $3.50 per share exercisable for a 20-day trading period commencing on January 28, 2005 and ending on February 25, 2005. As of January 31, 2005 we had accrued $660,000
for this liability in accrued restructuring and other. During the 20-day trading period, we processed approximately 10,000 put option requests, and accordingly, we reduced the accrual by the incurred cash expense of approximately $35,000, leaving a
remaining balance at the expiration of the option period of $625,000. As the stockholders elected not to exercise the put option when the fair value of the option exceeded the fair value of the common stock, this amount is considered contributed
capital to us and, accordingly, has been recorded as additional paid-in capital during the three months ended April 30, 2005.



Litigation and Other Claims



From time to time, we become subject to legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While
the outcome of these proceedings and claims cannot be predicted with certainty, we do not believe that the outcome of any of these legal matters will have a material adverse effect on our consolidated results of operations, financial position or
cash flows.



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



On February 14, 2003, the United States District Court for the Northern District of California issued the Order of Final Approval of the Settlements of
the consolidated securities class action and the consolidated derivative action that were both initially filed in 2001. Pursuant to the terms of the settlement, among other remedies, existing stockholders received a put option for each share held.
The put option granted the stockholder the right to put the shares back to us for $3.50 per share exercisable for a 20-day trading period commencing on January 28, 2005 and ending on February 25, 2005. (See Note 7 of Notes to Condensed
Consolidated Financial Statements for further information on the settlement.) In connection with the put option, during the quarter ended April 30, 2005, we made the following repurchases of its common stock:



|                                      |  |                                 |  |                             |      |                                                                              |       |                                                                                                        |  
|------------------------------------- |  | ------------------------------- |  | --------------------------- | ---- | ---------------------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------------ | -
|Period                                |  | Total Number ofShares Purchased |  | Average Price PaidPer Share |      | Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms |       | Maximum Number(or ApproximateDollar Value) ofShares that MayYet be Purchasedunder the Plans orPrograms
|February 1, 2005 to February 28, 2005 |  | 9,979                           |  | $                           | 3.50 |                                                                              | 9,979 |                                                                                                        | 
|March 1, 2005 to March 31, 2005       |  |                                |  |                             |     |                                                                              |      |                                                                                                        | 
|April 1, 2005 to April 30, 2005       |  |                                |  |                             |     |                                                                              |      |                                                                                                        | 
|                                      |  |                                 |  |                             |      |                                                                              |       |                                                                                                        |  
|Total                                 |  | 9,979                           |  |                             |      |                                                                              | 9,979 |                                                                                                        | 
|                                      |  |                                 |  |                             |      |                                                                              |       |                                                                                                        |  



Item 3. Defaults on Senior Securities



None.



Item 4. Submission of Matters to a Vote of Security Holders



None.



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##### Table of Contents

Item 5. Other Information



On
June 8, 2005, our Board of Directors appointed David Chamberlain, 51, as the interim President and Chief Executive Officer of Versata. Prior to joining us, from June 2004 through June 2005, Mr. Chamberlain was Co-Founder, Investor, and CEO of Echo
Technologies Corporation, a start-up venture located in El Dorado Hills, CA that develops platforms for identifying the physical locations of Internet users to prevent credit card fraud and to target ad markets. From 2001 to 2004, Mr. Chamberlain
served as President and CEO of WebPutty, Inc (WebPutty), a company that provided technologies that extend n-tier platforms such as Microsoft .NET and Web services with next-generation automation and management capabilities. Mr.
Chamberlain first joined WebPutty as its Executive Vice President and General Manager of Field Operations in June 2001, and was appointed President and CEO in September 2001. Prior to WebPutty, from 1999 until 2000, Mr. Chamberlain served as Vice
President at Novell Corporation, first leading an organization in providing a solutions versus product approach with clients, and later adding the roles of Vice President of ASP/ISP Education Sales, and Vice President Eastern Operations/U.S. &
Federal Government Sales to his responsibilities. Mr. Chamberlain holds a B.S. in Education from Bowling Green State University, Bowling Green, Ohio.



Versata entered into an offer letter agreement with Mr. Chamberlain, which provides that the interim position of President and Chief Executive Officer
will have a term of five months, commencing on June 15, 2005 and ending on November 15, 2005 (the Interim Term). Prior to the end of the Interim Term, the Board of Directors of Versata will reconsider Mr. Chamberlains employment
and if applicable, provide him with a new employment agreement, within one month after the end of the Interim Term. During the Interim Term, Versata will not terminate Mr. Chamberlains employment for any reason other than for Cause (as defined
below). If Versata decides not to renew Mr. Chamberlains employment or he terminates his employment prior to the end of the Interim Term, Mr. Chamberlain will not be entitled to any additional compensation or salary post termination, or any
other payment from Versata.



Mr. Chamberlain will be paid a
total annual salary of $250,000, prorated for the Interim Term in the monthly amount of $20,833.33. Mr. Chamberlain is eligible to earn two milestone performance bonuses of $50,000 based on the achievement of specific management objectives (MBOs) to
be set by the Board of Directors and agreed upon by Mr. Chamberlain within six weeks after the date of the offer letter.



For purposes of the offer letter, Cause means (i) willful failure to perform the assigned duties and responsibilities reasonably assigned to Mr.
Chamberlain that are not corrected within a fifteen (15) day correction period, after there has been delivered a written demand for performance from the Board which describes the basis for the belief of the Board that Mr. Chamberlain has not
substantially performed his duties; (ii) any act of personal dishonesty taken by Mr. Chamberlain in connection with his responsibilities as an employee of Versata with the intention or reasonable expectation that such may result in Mr.
Chamberlains substantial personal enrichment; (iii) a conviction of, or plea of nolo contendere to, a felony which the Board reasonably believes has had or will have a material detrimental effect on Versatas reputation or business, or
(iv) a material breach of Versatas Proprietary Information and Inventions Agreement which breach is (if capable of cure) not cured within fifteen (15) days after Versata gives Mr. Chamberlain written notice of the breach.



Item 6. Exhibits



EXHIBIT INDEX



|              |  |                                                                                                                                        
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                
|10.20*        |  | Offer letter by and between the Company and David Chamberlain                                                                          
|              | 
|31.1          |  | Certification of Interim Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|              | 
|32.1          |  | Certification of Interim Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

---

|* | Management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------



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SIGNATURES



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



|                     |  |                                                      
|-------------------- |  | -----------------------------------------------------
|Dated: June 14, 2005 |  | /s/ WILLIAM FREDERICK                                
|                     |  | William Frederick                                    
|                     |  | Interim President and Chief Executive Officer        
|                     |  | (Duly Authorized Officer)                            
|                     | 
|                     |  | Chief Financial Officer, Secretary and Vice President
|                     |  | (Principal Financial Officer)                        



28