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UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



| |  | For the quarterly period ended January 31, 2003
| |  | -----------------------------------------------



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)



|Delaware                                                       |  | 68-0255203                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



300
Lakeside Drive Suite 1500

Oakland, CA 94612

(Address including zip code, of principal executive offices)



(510) 238-4100

(Registrants telephone number including area code)



---



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 February 28, 2003, the total number of outstanding shares of the Registrants common stock was 7,374,435.



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##### Table of Contents



VERSATA,
INC.

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS



|                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------
|                                                                                                                           
|                                                                                                                           
|PART I. FINANCIAL INFORMATION                                                                                              
|                                                                                                                           
|Item 1. Financial Statements (Unaudited):                                                                                  
|                                                                                                                           
|Condensed Consolidated Balance Sheets as of January 31, 2003 and October 31, 2002                                          
|                                                                                                                           
|Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended January 31, 2003 and 2002
|                                                                                                                           
|Condensed Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2003 and 2002                       
|                                                                                                                           
|Notes to Condensed Consolidated Financial Statements                                                                       
|                                                                                                                           
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations                              
|                                                                                                                           
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                                         
|                                                                                                                           
|Item 4. Controls and Procedures                                                                                            
|                                                                                                                           
|PART II. OTHER INFORMATION                                                                                                 
|                                                                                                                           
|Item 1. Legal Proceedings                                                                                                  
|                                                                                                                           
|Item 6. Exhibits and Reports on Form 8-K                                                                                   
|                                                                                                                           
|Signatures                                                                                                                 
|                                                                                                                           
|Certifications                                                                                                             



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1. Financial Statements



VERSATA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)



|                                                      |  | January 31, 2003 |          |   | October 31, 2002 |  
|----------------------------------------------------- |  | ---------------- | -------- | - | ---------------- | -
|ASSETS                                                |  |                  |          |   |                  |  
|Current assets:                                       |  |                  |          |   |                  |  
|Cash and cash equivalents                             |  | $                | 13,490   |   |                  | $
|Short-term investments                                |  |                  | 2,924    |   |                  |  
|Accounts receivable, net                              |  |                  | 4,911    |   |                  |  
|Unbilled receivables                                  |  |                  | 111      |   |                  |  
|Prepaid expenses and other current assets             |  |                  | 882      |   |                  |  
|                                                      |  |                  |          |   |                  |  
|Total current assets                                  |  |                  | 22,318   |   |                  |  
|Restricted cash                                       |  |                  | 5,261    |   |                  |  
|Property and equipment, net                           |  |                  | 3,353    |   |                  |  
|Intangibles, net                                      |  |                  | 1,518    |   |                  |  
|Other assets                                          |  |                  | 111      |   |                  |  
|                                                      |  |                  |          |   |                  |  
|Total assets                                          |  | $                | 32,561   |   |                  | $
|                                                      |  |                  |          |   |                  |  
|LIABILITIES AND STOCKHOLDERS
EQUITY                  |  |                  |          |   |                  |  
|Current liabilities:                                  |  |                  |          |   |                  |  
|Accounts payable                                      |  | $                | 290      |   |                  | $
|Accrued liabilities                                   |  |                  | 3,544    |   |                  |  
|Current portion of accrued restructuring and other    |  |                  | 2,112    |   |                  |  
|Current portion of deferred revenue                   |  |                  | 4,651    |   |                  |  
|Current portion of long-term debt                     |  |                  | 135      |   |                  |  
|                                                      |  |                  |          |   |                  |  
|Total current liabilities                             |  |                  | 10,732   |   |                  |  
|Accrued restructuring and other, less current portion |  |                  | 1,383    |   |                  |  
|Deferred revenue, less current portion                |  |                  | 1,445    |   |                  |  
|Long-term debt, less current portion                  |  |                  | 144      |   |                  |  
|                                                      |  |                  |          |   |                  |  
|Total liabilities                                     |  |                  | 13,704   |   |                  |  
|                                                      |  |                  |          |   |                  |  
|Stockholders equity:                                 |  |                  |          |   |                  |  
|Common stock                                          |  |                  | 43       |   |                  |  
|Additional paid-in capital                            |  |                  | 216,001  |   |                  |  
|Treasury stock                                        |  |                  | (46      | ) |                  |  
|Notes receivable from shareholders                    |  |                  | (23      | ) |                  |  
|Unearned stock-based compensation                     |  |                  | (355     | ) |                  |  
|Accumulated other comprehensive loss                  |  |                  | (246     | ) |                  |  
|Accumulated deficit                                   |  |                  | (196,517 | ) |                  |  
|                                                      |  |                  |          |   |                  |  
|Total stockholders equity                            |  |                  | 18,857   |   |                  |  
|                                                      |  |                  |          |   |                  |  
|Total liabilities and stockholders equity            |  | $                | 32,561   |   |                  | $
|                                                      |  |                  |          |   |                  |  



The
accompanying notes are an integral part of these

condensed consolidated financial statements.



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VERSATA,
INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per
share data)

(Unaudited)



|                                                                                                                                                                                                                                   |  | Three Months Ended |       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------
|                                                                                                                                                                                                                                   |  | January 31, 2003   |       
|Revenue:                                                                                                                                                                                                                           |  |                    |       
|Software license                                                                                                                                                                                                                   |  | $                  | 2,708 
|Maintenance and support                                                                                                                                                                                                            |  |                    | 1,371 
|Professional services                                                                                                                                                                                                              |  |                    | 1,021 
|                                                                                                                                                                                                                                   |  |                    |       
|Total revenue                                                                                                                                                                                                                      |  |                    | 5,100 
|                                                                                                                                                                                                                                   |  |                    |       
|Cost of revenue:                                                                                                                                                                                                                   |  |                    |       
|Software license                                                                                                                                                                                                                   |  |                    | 48    
|Maintenance and support (excluding stock-based compensation of $6 and $10 for the three
months ended January 31, 2003 and 2002, respectively)                                                                                      |  |                    | 364   
|Professional services (excluding stock-based compensation of $61 and $166 for the three
months ended January 31, 2003 and 2002, respectively)                                                                                      |  |                    | 980   
|                                                                                                                                                                                                                                   |  |                    |       
|Total cost of revenue                                                                                                                                                                                                              |  |                    | 1,392 
|                                                                                                                                                                                                                                   |  |                    |       
|Gross profit                                                                                                                                                                                                                       |  |                    | 3,708 
|                                                                                                                                                                                                                                   |  |                    |       
|                                                                                                                                                                                                                                  
|Operating expense:                                                                                                                                                                                                                 |  |                    |       
|Sales and marketing (excluding stock-based compensation of $59 and $128 for the three
months ended January 31, 2003 and 2002, respectively)                                                                                        |  |                    | 1,607 
|Product development (excluding stock-based compensation of $19 and $53 for the three
months ended January 31, 2003 and 2002, respectively)                                                                                         |  |                    | 1,447 
|General and administrative (excluding stock-based compensation of $28 and $138 for the
three months ended January 31, 2003 and 2002, respectively)                                                                                 |  |                    | 818   
|Stock-based compensation                                                                                                                                                                                                           |  |                    | 173   
|Amortization of intangibles                                                                                                                                                                                                        |  |                    | 473   
|Restructuring and other (excluding the benefit of $283 for the three months ended
January 31, 2002, relating to the reversal of previously recorded stock-based compensation related to employees terminated in the restructuring) |  |                    | 323   
|                                                                                                                                                                                                                                   |  |                    |       
|Total operating expense                                                                                                                                                                                                            |  |                    | 4,841 
|                                                                                                                                                                                                                                   |  |                    |       
|Loss from operations                                                                                                                                                                                                               |  |                    | (1,133
|Interest income, net                                                                                                                                                                                                               |  |                    | 81    
|Other non-operating, net                                                                                                                                                                                                           |  |                    | 10    
|                                                                                                                                                                                                                                   |  |                    |       
|Loss before provision for taxes                                                                                                                                                                                                    |  |                    | (1,042
|Provision for taxes                                                                                                                                                                                                                |  |                    | (128  
|                                                                                                                                                                                                                                   |  |                    |       
|Net loss                                                                                                                                                                                                                           |  | $                  | (1,170
|                                                                                                                                                                                                                                   |  |                    |       
|Other comprehensive income (loss):                                                                                                                                                                                                 |  |                    |       
|Change in unrealized loss on marketable securities                                                                                                                                                                                 |  |                    | (2    
|Change in foreign currency translation adjustments                                                                                                                                                                                 |  |                    | (80   
|                                                                                                                                                                                                                                   |  |                    |       
|Comprehensive loss                                                                                                                                                                                                                 |  | $                  | (1,252
|                                                                                                                                                                                                                                   |  |                    |       
|Basic and diluted net loss per share                                                                                                                                                                                               |  | $                  | (0.16 
|                                                                                                                                                                                                                                   |  |                    |       
|Weighted-average common shares outstanding                                                                                                                                                                                         |  |                    | 7,244 
|                                                                                                                                                                                                                                   |  |                    |       



The
accompanying notes are an integral part of these

condensed consolidated financial statements.



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VERSATA,
INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)



|                                                                            |  | Three Months Ended |       
|--------------------------------------------------------------------------- |  | ------------------ | ------
|                                                                            |  | January 31, 2003   |       
|Cash flows from operating activities:                                       |  |                    |       
|Net loss                                                                    |  | $                  | (1,170
|Adjustments to reconcile net loss to net cash used in operating
activities: |  |                    |       
|Depreciation and amortization                                               |  |                    | 1,029 
|Provision for doubtful accounts                                             |  |                    | (20   
|Stock-based compensation expense                                            |  |                    | 173   
|Change in operating assets and liabilities:                                 |  |                    |       
|Accounts receivable                                                         |  |                    | (1,738
|Unbilled receivables                                                        |  |                    | 84    
|Prepaid expenses and other current assets                                   |  |                    | 107   
|Other assets                                                                |  |                    | 11    
|Accounts payable and accrued liabilities                                    |  |                    | (656  
|Accrued restructuring and other                                             |  |                    | 1,354 
|Deferred revenues                                                           |  |                    | 599   
|                                                                            |  |                    |       
|Net cash used in operating activities                                       |  |                    | (227  
|                                                                            |  |                    |       
|Cash flows from investing activities:                                       |  |                    |       
|Maturities (purchases) of short-term investments                            |  |                    | 1,552 
|Purchase of property and equipment                                          |  |                    | (29   
|                                                                            |  |                    |       
|Net cash provided by (used in) investing activities                         |  |                    | 1,523 
|                                                                            |  |                    |       
|Cash flows from financing activities:                                       |  |                    |       
|Principal payments on capital lease obligations and long term debt          |  |                    | (13   
|Proceeds from exercise of stock options and warrants                        |  |                    |      
|Proceeds from sale of common stock held by former officer                   |  |                    |      
|                                                                            |  |                    |       
|Net cash provided by (used in) financing activities                         |  |                    | (13   
|                                                                            |  |                    |       
|Effects of exchange rate changes on cash and cash equivalents               |  |                    | (80   
|                                                                            |  |                    |       
|Increase (decrease) in cash and cash equivalents                            |  |                    | 1,203 
|Cash and cash equivalents at beginning of period                            |  |                    | 12,287
|                                                                            |  |                    |       
|Cash and cash equivalents at end of period                                  |  | $                  | 13,490
|                                                                            |  |                    |       
|Supplemental disclosures of cash flow information:                          |  |                    |       
|Cash paid during the period for interest                                    |  | $                  | 6     
|                                                                            |  |                    |       



The
accompanying notes are an integral part of these

condensed consolidated financial statements



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VERSATA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1. The Company



Versata, Inc. (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 provides a business logic management system that enables the creation, execution, change and re-use
of business logic (the heart of the application) for companies to build large, distributed applications in the Java 2, Enterprise Edition (J2EE) infrastructure. Versata provides a declarative approach for transaction and
process logic, which enables companies to deliver business logic as a key strategic asset of their enterprise architecture.



On May 24, 2002, the Company implemented a one for six reverse stock split. Although there were no guarantees, the reverse stock split was
implemented to allow the Companys common stock to trade above the $1.00 per share minimum bid price as required by NASDAQ Marketplace Rules, and therefore, to help the Company to continue its listing on the NASDAQ National Market. All shares
and per share amounts in these consolidated financial statements have been restated to give effect to this reverse stock split.



On March 7, 2003, Versata received a letter from the NASDAQ Listing Qualifications department indicating that the Company has not been in
compliance with the minimum bid price requirement for continued inclusion under Marketplace Rule 4450 (a)(5). Therefore, Versata is provided 90 calendar days, or until June 5, 2003, to regain compliance. If, at anytime before June 5, 2003, the bid
price of the Companys common stock closes at $1.00 per share or more for a minimum of 10 consecutive trading days, the NASDAQ Listing Qualifications Staff may provide notification that Versata complies with the minimum bid price requirement.
If compliance with the requirement cannot be demonstrated by June 5, 2003, the NASDAQ Listing Qualifications Staff will provide notification that Versatas securities will be delisted. At that time, Versata may appeal such determination to a
Listing Qualifications Panel.



On March 13, 2003,
Versata received a letter from the NASDAQ Listing Qualifications department indicating that the Company has not been in compliance with the minimum market value requirement for continued inclusion under Marketplace Rule 4450 (a)(2). Therefore,
Versata is provided 90 calendar days, or until June 11, 2003, to regain compliance. If, at anytime before June 11, 2003, the market value of publicly held shares of the Companys common stock is $5,000,000 or more for a minimum of 10
consecutive trading days, the NASDAQ Listing Qualifications Staff may provide notification that Versata complies with the minimum market value requirement. If compliance with the requirement cannot be demonstrated by June 11, 2003, or we fail to
maintain compliance with any other listing requirement during the 90 day period, the NASDAQ Listing Qualifications Staff will provide notification that Versatas securities will be delisted. At that time, Versata may appeal such determination
to a Listing Qualifications Panel. The Company believes that upon demonstrating compliance with the minimum bid price requirement described above, it may have demonstrated compliance with the minimum market value requirement.



We believe our cash, cash equivalents and short-term
investments as of January 31, 2003 will be sufficient to meet general expenses, working capital and capital expenditure requirements for at least the next twelve months. However, we may find it necessary to obtain additional equity or debt financing
in fiscal 2004 or beyond. In the event additional financing is required, we may not be able to raise it on acceptable terms or at all.



2. Interim Financial Information and Basis of Presentation



The accompanying unaudited condensed consolidated financial statements as of January 31, 2003, and for the
three months ended January 31, 2003 and 2002 include the accounts of Versata and its subsidiaries, all of which are wholly owned and located in North America, Europe, Australia and Asia. All intercompany accounts and transactions have been
eliminated in consolidation. 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 accounting principles
generally accepted in 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 generally accepted accounting principles in the United States of America have been condensed or omitted pursuant to such rules and regulations.



We believe that all necessary adjustments, consisting of only
normal recurring items, have been included in the accompanying financial statements to present fairly 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, 2003. These unaudited condensed consolidated financial statements should be read in conjunction with the Companys audited consolidated financial
statements and notes for the fiscal year ended October 31, 2002.



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VERSATA,
INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)





3. Recent Accounting Pronouncements



In June 2002, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No. 146, Accounting for Exit or Disposal Activities (SFAS 146). SFAS 146 addresses significant issues regarding the recognition, measurement, and reporting of
costs that are associated with exit and disposal activities, including restructuring activities that are currently accounted for under EITF No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring) (EITF 94-3). The scope of SFAS 146 also includes costs related to terminating a contract that is not a capital lease and termination benefits that employees who are
involuntarily terminated receive under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract. SFAS 146 will be effective for exit or disposal activities that are
initiated after December 31, 2002 and early application is encouraged. The Company adopted SFAS 146 during the quarter ended January 31, 2003. The provisions of EITF 94-3 shall continue to apply for an exit activity initiated under an exit plan that
met the criteria of EITF No. 94-3 prior to the adoption of SFAS 146. The effect on adoption of SFAS 146 will change on a prospective basis the timing of when restructuring charges are recorded from a commitment date approach to when the liability is
incurred.



In November 2002, the FASB issued
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others(FIN 45). FIN 45 requires a company, at the time it issues a guarantee, to
recognize an initial liability for the fair value of obligations assumed under the guarantee and elaborates on existing disclosure requirements related to guarantees and warranties. The initial recognition requirements of FIN 45 are effective for
guarantees issued or modified after December 31, 2002 and adoption of the discloser requirements were effective for the Company during the first quarter ending January 31, 2003. The adoption of FIN 45 did not have a significant impact on the
Companys consolidated financial position or results of operations.



In November 2002, the FASB Emerging Issues Task Force (EITF) reached a consensus on EITF Issue No. 00-21,Accounting for Revenue Arrangements with Multiple Deliverables(EITF 00-21). EITF 00-21
sets out criteria for whether revenue on a deliverable can be recognized separately from other deliverables in a multiple deliverable arrangement. The criteria considers whether the delivered item has stand-alone value to the customer, whether the
fair value of the delivered item can be reliably determined and the rights of returns for the delivered item. EITF 00-21 is required to be adopted by the Company beginning November 1, 2003. The Company is currently assessing the impact of EITF 00-21
on its consolidated financial position and results of operations.



In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based CompensationTransition and Disclosurean amendment of FASB Statement No. 123 (SFAS
148). This amendment provides alternative methods of transition for voluntary change to the fair value based method of accounting for stock-based employee compensation. Additionally, prominent disclosures in both annual and interim financial
statements are required for the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 is required to be adopted by the Company for the quarter beginning February 1, 2003. The
Company is currently assessing the impact of SFAS 148 on its consolidated financial position and results of operations.



4. Major Customers and Credit Concentration



Our customers are primarily in North America and Europe. Our Company performs ongoing customer credit evaluations within the context of
the industry in which it operates, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary.



We had one customer that accounted for approximately 25% and 16% of our total revenue for the three months
ended January 31, 2003 and 2002, respectively. This customer also accounted for approximately 35% and 36% of our accounts receivable as of January 31, 2003 and 2002, respectively.



5. Restructuring and Other



In November 2002 we received $950,000 from a subtenant as a result of a sublease agreement between us and the subtenant being terminated
and our releasing the subtenant from its liabilities under the terms of a Termination of Sublease Agreement. As a result of the sublease being terminated, we increased our restructuring reserve during the quarter ended January 31, 2003, for the
space occupied by the subtenant. The amount received from the subtenant was not taken to income, but rather is reflected as an offset to the original estimate of future sublease income and is included in additions to the reserve.



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VERSATA,
INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



The following table summarizes the restructuring and other activity during the quarter ended January 31, 2003 (in thousands):



|                                  |  | Employee Severance |     |   | Office Closure and Subleasing Costs |   |       | Other Costs |  | Total |    
|--------------------------------- |  | ------------------ | --- | - | ----------------------------------- | - | ----- | ----------- |  | ----- | ---
|Accrual balance, October 31, 2002 |  | $                  | 101 |   |                                     | $ | 1,429 |             |  | $     | 611
|Additions and reclassifications   |  |                    | 102 |   |                                     |   | 1,356 |             |  |       | 89 
|Cash paid                         |  |                    | (36 | ) |                                     |   | (157  | )           |  |       |   
|                                  |  |                    |     |   |                                     |   |       |             |  |       |    
|Accrual balance, January 31, 2003 |  | $                  | 167 |   |                                     | $ | 2,628 |             |  | $     | 700
|                                  |  |                    |     |   |                                     |   |       |             |  |       |    



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 antidilutive. Potential common stock consists of unvested restricted common stock, and incremental common shares issuable upon the exercise of stock options and warrants.



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



|                                                                       |  | Three Months Ended January 31, |       
|---------------------------------------------------------------------- |  | ------------------------------ | ------
|                                                                       |  | 2003                           |       
|Numerator:                                                             |  |                                |       
|Net Loss                                                               |  | $                              | (1,170
|                                                                       |  |                                |       
|Denominator:                                                           |  |                                |       
|Weighted average shares outstanding                                    |  |                                | 7,368 
|Weighted average unvested shares of common stock subject to repurchase |  |                                | (124  
|                                                                       |  |                                |       
|Denominator for basic and diluted calculation                          |  |                                | 7,244 
|Basic and diluted net loss per share                                   |  | $                              | (0.16 
|                                                                       |  |                                |       



7. Legal Proceedings



Securities Class Action and State
Derivative Actions



Since April 11, 2001,
several securities class action complaints have been filed against us, and certain of our current and former officers and directors. In August 2001, the class action lawsuits were consolidated in the United States District Court for the Northern
District of California. On October 19, 2001, the lead plaintiffs filed an amended class action complaint naming us and certain of our former officers and a current director as defendants. The amended class action complaint alleges claims under
section 10(b) and section 20(a) of the Securities Exchange Act of 1934 and claims under sections 11 and 15 of the Securities Act of 1933. The amended complaint sought an unspecified amount of damages on behalf of persons who purchased our stock
during a class period between March 31, 2000 and April 30, 2001. In July 2002, we reached an agreement with the plaintiffs to settle the class action lawsuit in order to avoid protracted and expensive litigation and the uncertainty of the outcome at
a trial. The agreement for settlement does not constitute any admission of wrongdoing on the part of Versata or the individual defendants. Our settlement calls for a payment of $9.75 million in cash by our insurance carriers, the issuance of 200,000
shares of our common stock, and for certain corporate therapeutics. The holders of the settlement stock have a put option of $3.50 per share during a period of 20 trading days commencing one year from the date of distribution; provided however, the
put options shall expire if Versata shares trade above $3.50 per share for 15 consecutive trading days during the one year period following the date of distribution of the settlement stock. On February 14, 2003, the court approved the settlement
agreement. We accrued $700,000 for this liability in accrued restructuring and other in fiscal 2002.





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VERSATA,
INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Since June 11, 2001, three derivative actions have been filed on our behalf against certain current and former officers and directors in
Superior Court of Alameda County, California. The complaints also name us as a nominal defendant. The complaints allege that the defendants breached their fiduciary duties, abused their control of the corporation, and engaged in gross mismanagement
of the corporation, by allegedly making or permitting the Company to make false financial statements and seek, among other things, compensatory damages. In July 2002, in conjunction with the settlement of the securities litigation discussed above,
we reached an agreement to settle the derivative action. Our settlement calls for certain corporate therapeutics included in the settlement of the securities litigation discussed above. As discussed, the agreement for settlement does not constitute
any admission of wrongdoing on the part of Versata or the individual defendants. On February 14, 2003, the settlement agreement was approved by the court.



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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 this 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



We provide software and services that accelerate and simplify the way business logic is developed and
maintained for enterprise applications. Business logic is an umbrella term referring to the aggregated set of business rules and business processes that govern and define a business operations. Business logic is a critical part of todays
new generation of enterprise applications, which are increasingly built in the Java 2, Enterprise Edition (J2EE) programming language.



From our incorporation in August 1991 through December 1994, we were a professional services company and generated revenue from technical
consulting projects. In January 1995, we commenced development efforts on our initial software products, which we generated revenue from in late 1995 through early 1998. In September 1996, we began development of our first Web-based software
product, which we began shipping commercially in September 1997. In September 1998, we introduced the first generation of what is now our suite of software products. To date, we have licensed our products and provided services to over 500 customers
around the world.



We derive our revenue from the
sale of software licenses and from related services. Our software is generally priced on a per central processing unit (CPU) basis. Maintenance and support revenue includes product maintenance, which provides the customer with
unspecified software upgrades over a specified term, typically twelve months, and customer support which is priced based on the particular level of support chosen by the customer. Professional services revenue consists of fees from consulting,
training, mentoring, staff augmentation and project management or rapid requirements development to complete turnkey solution services. Customers typically purchase these professional services from us to enlist our support by way of training and
mentoring activities directed at optimizing the customers use of our software product. Professional services are sold generally on a time-and-materials basis.



We market our products and services through our direct sales force, international distributors, consulting
and system integration partners, companies that sell pre-packaged software applications and companies that custom develop and integrate software applications. Our revenues to date have been derived predominantly from customers in North America and
Europe.



Our cost of software license revenue
consists of royalty payments to third parties for technology incorporated into our products, the cost of manuals and product documentation, as well as packaging, distribution and electronic delivery costs. Our cost of maintenance and support revenue
consists of salaries of support personnel. Our cost of professional services revenue consists of salaries of professional service personnel and payments to third party consultants incurred in providing training, and consulting services. Cost of
professional services revenue as a percentage of professional services revenue is likely to vary significantly from period to period depending on overall utilization rates, the mix of services we provide and whether these services are provided by us
or by third-party contractors.





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Since our
inception, we have incurred substantial costs to develop our technology and products, to recruit and train personnel for our product development, sales and marketing and professional services departments, and to establish our administrative
infrastructure. To date, all software development costs have been expensed in the period incurred as such costs do not meet the requirements for capitalization under SFAS No. 86, Accounting for the Costs of Computer Software to be Sold, Leased,
or Otherwise Marketed (SFAS 86). Historically, our operating expenses have exceeded the revenue generated by our products and services. As a result, we have incurred net losses in each quarter since inception.



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 Ended January 31,
|-------------------------------- |  | ------------------------------
|                                 |  | 2003                          
|Software license revenue:        |  |                               
|North America                    |  | $                             
|Europe                           |  |                               
|                                 |  |                               
|                                 |  |                               
|Maintenance and support revenue: |  |                               
|North America                    |  | $                             
|Europe                           |  |                               
|                                 |  |                               
|                                 |  |                               
|Professional services revenue:   |  |                               
|North America                    |  | $                             
|Europe                           |  |                               
|                                 |  |                               
|                                 |  |                               
|Total revenue:                   |  |                               
|North America                    |  | $                             
|Europe                           |  |                               
|                                 |  |                               
|                                 |  | $                             
|                                 |  |                               



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 (in thousands):



|                                |  | Three Months Ended January 31, |   
|------------------------------- |  | ------------------------------ | --
|                                |  | 2003                           |   
|Revenue:                        |  |                                |   
|Software license                |  | 53                             | % 
|Maintenance and support         |  | 27                             | % 
|Professional services           |  | 20                             | % 
|                                |  |                                |   
|Total revenue                   |  | 100                            | % 
|Cost of revenue:                |  |                                |   
|Software license                |  | 1                              | % 
|Maintenance and support         |  | 7                              | % 
|Professional services           |  | 19                             | % 
|                                |  |                                |   
|Total cost of revenue           |  | 27                             | % 
|                                |  |                                |   
|Gross profit                    |  | 73                             | % 
|Operating expense:              |  |                                |   
|Sales and marketing             |  | 32                             | % 
|Product development             |  | 28                             | % 
|General and administrative      |  | 16                             | % 
|Stock-based compensation        |  | 3                              | % 
|Amortization of intangibles     |  | 9                              | % 
|Restructuring and other         |  | 6                              | % 
|                                |  |                                |   
|Total operating expense         |  | 95                             | % 
|Loss from operations            |  | (22                            | )%
|Interest income, net            |  | 2                              | % 
|Other non-operating, net        |  |                               |   
|                                |  |                                |   
|Loss before provision for taxes |  | (20                            | )%
|Provision for taxes             |  | (3                             | )%
|                                |  |                                |   
|Net loss                        |  | (23                            | )%
|                                |  |                                |   





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Revenue



Total Revenue.Total revenue consists of software
license revenue, maintenance and support revenue, and services revenue. Total revenue decreased by $1.3 million, or 20%, to $5.1 million in the three months ended January 31, 2003 from $6.4 million for the three months ended January 31, 2002.



Software License Revenue.Software
license revenue decreased by approximately $400,000, or 14% to $2.7 million in the three months ended January 31, 2003 from $3.1 million for the three months ended January 31, 2002. The decrease is principally attributable to a decrease in IT
spending and overall market conditions.



Maintenance and Support Revenue.Maintenance and support revenue increased by approximately $150,000, or 13% to $1.4 million in the three months ended January 31, 2003 from $1.2 million for the three months ended January 31,
2002. The increase is principally attributable to continuing maintenance and support agreements on prior license deals being added to similar agreements for new customers in fiscal 2002 and fiscal 2003.



Professional Services Revenue. Services revenue
decreased by $1 million, or 50%, to $1 million in the three months ended January 31, 2003 from $2.1 million for the three months ended January 31, 2002. This trend for professional services, and more specifically for our consulting unit, represents
our ongoing efforts to reduce our volatility within this business by employing our partner organizations and accepting only profitable assignments. Our services revenue is also impacted by the level of our new software sales, which has decreased,
significantly, as our existing customers that purchase new software are better trained and require less mentoring and professional services.



Cost of Revenue



Total Cost of Revenue.Total cost of revenue decreased by $770,000, or 36%, to $1.4 million in the three months ended January 31,
2003 from $2.2 million for the three months ended January 31, 2002. This decrease was mainly attributable to managements restructuring plan initiated to better align our costs with our revenue.



Cost of Software License Revenue. Cost of license
revenue consists of royalties paid to third party vendors for use of their product embedded in ours. Cost of software license revenue decreased by $20,000, or 29%, to $48,000 for the three months ended January 31, 2003 from $68,000 for the three
months ended January 31, 2002. The decrease is a result of declining revenues and the result of us selling more non royalty-bearing product.



Cost of Maintenance and Support Revenue. Cost of maintenance and support revenue consists of salaries of support personnel. Cost of
maintenance and support revenue increased by $25,000, or 7%, to $364 thousand for the three months ended January 31, 2003 from $339,000 for the three months ended January 31, 2002. The increase is a result of increased revenues and the result of
continuing to support our current maintenance and support agreements.



Cost of Professional Services Revenue. Cost of service revenue consists of salaries of professional service personnel and payments to third party consultants incurred in providing training and consulting services.
Cost of service revenue decreased by $775,000, or 44%, to $980,000 for the three months ended January 31, 2003 from $1.8 million for the three months ended January 31, 2002. This decrease is as a result of the restructuring initiatives initiated by
management in response to the revenue declines.



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Gross Profit



Gross Profit. Gross profit decreased by $539,000, or 13%, to $3.7 million in the three months ended
January 31, 2003 from $4.2 million for the three months ended January 31, 2002. This decrease is principally a result of lower revenues in the first quarter of Fiscal 2003 compared to the same period in Fiscal 2002. As a percentage of total revenue,
gross margin increased by 7% from 66% to 73% in the three months ended January 31, 2003 and 2002, respectively.



Operating Expenses



Operating Expenses.Operating expenses decreased $2 million, or 29%, to $4.8 million in the three months ended January 31, 2003 from $6.8 million for the three months ended January 31, 2002. The
majority of the decrease was due to our cost-cutting initiatives and reductions in our workforce.



Sales and Marketing. Sales and marketing expense consists of salaries, commissions, travel and entertainment expense and marketing
programs. Sales and marketing expense decreased by $1.4 million, or 46%, to $1.6 million in the three months ended January 31, 2003 from $3 million for the three months ended January 31, 2002. These decreases were largely attributable to
approximately $530,000 reduction in salary and benefit expense for the three months ended January 31, 2003. Commission expense was $250,000 lower for the three months ended January 2003 due to lower sales. In addition, sales and marketing expenses
were lower as a result of decreased spending on marketing programs of $200,000 for the three months ending January 31, 2003.



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 decreased
by $62,000, or 4%, to $1.4 million in the three months ended January 31, 2003 from $1.5 million for the three months ended January 31, 2002. All software development costs are expensed in the period incurred as they do not meet the criteria for
capitalization under SFAS 86.



General and
Administrative. General and administrative expense consists of salaries for executive, finance and administrative personnel, information systems costs and bad debt expense. General and administrative expense decreased by $476,000, or 37%, to
$818,000 in the three months ended January 31, 2003 from $1.3 million for the three months ended January 31, 2002. The decrease was due to a reduction in salary and benefit expense of $175,000 for the three months ending January 31, 2003 versus the
three months ending January 31, 2002 related to the reductions in the number of general and administrative employees. In addition, bad debt expense decreased by $60,000 for the three months ending January 31, 2003 versus the three months ending
January 31, 2002 as a result of our lower sales volume. Professional fees and outside labor costs decreased by $150,000 for the three months ended January 31, 2003 as a result of our cost cutting efforts.



Stock-Based Compensation.Stock-based compensation
expense includes the amortization of unearned employee stock-based compensation, offset by reversals of previously expensed amounts for cancellations of the related unvested options. Employee stock-based compensation expense is amortized on an
accelerated basis over the vesting period of the related options, generally 50 months. Stock-based compensation expense also includes expenses for stock granted to consultants in exchange for services. Stock-based compensation expense decreased by
$39,000, or 18%, to $173,000 for the three months ended January 31, 2003 from $212,000 for the three months ended January 31, 2002. Additional unvested outstanding options will continue to vest over the next 14 months, which will result in
additional compensation expense of approximately $355,000 in the aggregate in periods subsequent to January 31, 2003. This future expense will be reduced in the event of related unvested option cancellations for employee terminations.



Amortization of Intangibles. Intangible assets consist
of purchased technology which are being amortized on a straight-line basis over the expected life of 3 years and will be fully amortized in fiscal 2003. Amortization expense decreased by $4,000, or 1%, to $473,000 for the three months ended January
31, 2003 from $477,000 for the three months ended January 31, 2002.



Restructuring and Other.Restructuring expense for the three months ended January 31, 2003 was $323,000, up $14,000, or 5%, from $309,000 for the three months ended January 31, 2002. Our restructuring expense this
quarter was primarily related to a subtenant moving out, requiring us to revise our previous estimates related to net future commitments.



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Interest
Income, Net. Interest income, net, is primarily comprised of interest income from our cash and investments. We had net interest income of $81,000 for the three months ended January 31, 2003, a decrease of $56,000, or 41%, compared to net
interest income of $137,000 for the three months ended January 31, 2002. The reduction in interest income is primarily due to our reduced cash and investment balances and lower interest rates earned.



Provision for Taxes. We have incurred operating losses
for all periods from inception through January 31, 2003. 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. Tax expenses primarily relate to state taxes
due as a result of being a Delaware corporation.



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 financing. As of
January 31, 2003, we had $16.4 million in cash and cash equivalents and short-term investments, $11.6 million in working capital and $5.3 million in restricted cash. Cash and cash equivalents consist of highly liquid investments in time deposits
held at major banks, commercial paper, United States government agency discount notes, money market mutual funds and other money market securities with original maturities of 90 days or less. Short-term investments include similar highly liquid
investments with maturities between 91 days and 365 days. Working capital is current assets less current liabilities. Restricted cash consists primarily of a time deposit held at a major bank that secures an irrevocable letter of credit for the
benefit of our landlord in lieu of a cash security deposit.



Net cash used in operating activities was $227,000 and $4.3 million for the three months ended January 31, 2003 and 2002, respectively. Net cash used in operating activities in each period reflect net losses offset by non-cash
expenses, primarily depreciation and amortization and stock-based compensation. Net cash used in operating activities was also impacted by changes in working capital. During the fiscal 2003 period, cash flows from operating activities decreased
primarily due to increases in trade receivables and decreases in accounts payable and increased primarily due to increases in accrued restructuring and other. During the fiscal 2002 period, cash flows from operations decreased primarily due to
increases in trade receivables, decreases in accounts payable and decreases in accrued restructuring and other.



Net cash provided by investing activities was $1.5 million for the first quarter of fiscal 2003 primarily due to the maturity of
short-term investments. Net cash used in investing activities was $519,000 for first quarter of fiscal 2002 primarily due to purchases of short-term investments.



Net cash used in financing activities was $13,000 for the first quarter of fiscal 2003 primarily due to
principal payments on capital lease obligations. Net cash provided by financing activities was $955,000 for the first quarter of fiscal 2002 primarily due to the proceeds from the sale of shares from a former officer offset by principal payments on
capital lease obligations.



We believe that our
cash and cash equivalents and short-term investments as of January 31, 2003 will be sufficient to meet our general expenses, working capital and capital expenditure requirements for at least the next twelve months. However, we may find it necessary
to obtain additional equity or debt financing in fiscal 2004 or beyond. In the event additional financing is required, we may not be able to raise it on acceptable terms or at all.



Critical Accounting Policies



Our discussion and analysis of our financial condition and results of operations are based upon our
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. In specific, management uses judgments and estimates in recognizing revenues, determining gains and losses on
foreign currency, accruing contingencies, establishing the allowance for doubtful accounts, assessing the realizability of long-lived assets, and applying significant assumptions to the future obligations for office closure and sublease accruals. 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.





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We believe the
following are critical accounting policies and estimates used in the preparation of our consolidated financial statements.



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 of license holders (post-contract customer support or PCS) and (iii) services which
include consulting, training, and mentoring. This policy establishes the standards for ensuring that Versata, Inc. recognizes revenue consistently, and in accordance with the American Institute of Certified Public Accountants (AICPA)
Statement of Position 97-2, Software Revenue Recognition (SOP 97-2), as amended.



Under SOP 97-2, 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, the fee is fixed or determinable, collection 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 and there is no obligation to provide PCS to the Partner or the end user, we recognize the license revenue when paid, provided all other revenue
recognition criteria are met. When additional fees are paid for PCS, the amounts are deferred and revenue is recognized ratably over the period of the contracts, which is generally twelve months.



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. 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 as required under SOP 81-1.



The portion of fees related to either products delivered or services rendered which are not due under our Companys standard payment
terms are reflected in deferred revenue and in unbilled receivables.



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



In preparing our consolidated financial statements, we are required to translate the financial statements of our 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, the Indian Rupee, 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.



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Cash and
cash equivalents and short-term investments



We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Our short-term investments consist of debt securities with maturities greater than three months at the date
of purchase. We classify all short-term investments as available for sale in accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, (SFAS 115).
Accordingly, our short-term investments are carried at fair value as of the balance sheet date. Unrealized gains and losses are reported net of taxes as a component of shareholders equity. The cost of securities sold is based upon the specific
identification method. At each period end presented, amortized cost approximated fair value and unrealized gross gains or losses were insignificant, and during each of the periods presented, realized gains were insignificant.



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.



Property and equipment



Property and equipment is stated at cost and is depreciated
using the straight-line method over the estimated useful lives of the related assets, which range from two to five years. Leasehold improvements are amortized on a straight-line basis over the life of the lease or the estimated useful life of the
asset, whichever is shorter. Equipment under capital lease is amortized using the straight-line method over the lesser of the lease term or their estimated useful lives.



Major additions and improvements are capitalized, while replacements, maintenance, and repairs that do not
improve or extend the life of the assets are charged to expense. In the period assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any gain or loss on
disposal is included in results of operations.



Intangibles



Intangibles
are accounted for in accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142), which is effective for fiscal years beginning after December 31, 2001. SFAS 142 requires, among
other things, the discontinuance of goodwill amortization and includes provisions upon adoption for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and the testing for the impairment of existing goodwill and other intangibles. Versata adopted SFAS 142 effective November 1, 2001.



Restructuring and other costs



Certain expenses incurred in the reorganization of the
Companys operations are considered to be restructuring expenses. Restructuring provisions are determined based on estimates prepared at the time the restructuring actions are approved by management. Office closure and sublease accruals are
primarily related to future minimum lease payments for excess office space at the Companys corporate headquarters, offset by payments received by the Company from subtenants in the space. Management uses estimates and applies significant
assumptions to the future obligations for office closure and sublease accruals and although we base our estimates on various assumptions that are believed to be reasonable under the circumstances, actual results may differ from these estimates under
different assumptions or conditions. Severance accruals are primarily related to future severance payments to employees that have been terminated from the Company. Other costs reflect the anticipated costs of the settlement agreement for the
Securities Class Action and State Derivative Actions described in the Legal Proceedings footnote in the attached notes to condensed consolidated financial statements.



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Software
development costs



Software development
costs are included in product development and are expensed as incurred. After technological feasibility is established, material software development costs are capitalized in accordance with Statement of Financial Accounting Standards No. 86,
Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed (SFAS 86). The capitalized cost is then amortized on a straight-line basis over the estimated product life, or in the ratio of current revenues
to total projected product revenues, whichever is greater. The Company has defined technological feasibility as the establishment of a working model, and typically occurs when the beta testing commences, To date, the period between achieving
technological feasibility and the general availability of such software has been short and software development costs qualifying for capitalization have been insignificant. Accordingly, the Company has not capitalized any software development costs.



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.



Weakening of World Wide 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 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 and fiscal 2002, or otherwise, may
result in decreased revenues or lower revenue growth rates.



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



The Internet infrastructure software market in general, and the market for our software and related services in particular, are new,
rapidly evolving and highly competitive. Many of our competitors, including but not limited to IBM, BEA Systems, Inc., Microsoft, Oracle, and Sun Microsystems 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 could 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 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.



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.





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Our Failure to
Accurately Forecast Sales May Impact our Cost Structure.



Our Company uses 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 fourth quarter of fiscal 2001 and first quarter of fiscal 2002 could cause our Company 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.



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 and more recently in 2002. Our Companys 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. Although the court has approved our
settlement agreement for the private securities class action lawsuit, we may be subject to additional litigation with a few class members who opted out of joining the class for settlement purposes. 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 National Market Could Harm Our Business.



Versatas common stock trades on the NASDAQ National Market, which has certain compliance requirements for continued listing of
common stock, including a requirement that Versatas common stock have a minimum bid price of $1.00 per share and a requirement to maintain a minimum market value of publicly held shares of $5,000,000.



Our Companys common stock has not maintained a minimum
bid price of $1.00 or a minimum market value of publicly held shares of $5,000,000 over the last consecutive 30 trading days as required by the NASDAQ National Market. On March 7, 2003, we received a notice on the minimum bid price non-compliance
from NASDAQ National Market and on March 13, 2003, we received a notice on the minimum market value non-compliance from NASDAQ National Market. We have until June 5, 2003 to regain compliance for the minimum bid price requirement and until June 11,
2003 to regain compliance for the minimum market value requirement. If we fail to meet these requirements, or any other listing requirements, we will be subject to delisting procedures subject to Versatas right to appeal.



If any appeal we file receives an unfavorable determination by
NASDAQ, our common stock would be removed from listing on the NASDAQ National Market which could have a material adverse effect on us and on the price of our common stock.



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If any appeal
we file receives an unfavorable determination by NASDAQ, our common stock would be removed from listing on the NASDAQ National Market which could have a material adverse effect on us and on the price of our common stock.



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



Our revenues are relatively
difficult to forecast and vary from quarter to quarter due to various factors including the:



| |  |  | Relatively long sales cycles for our products;
| | - |  | ----------------------------------------------



| |  |  | Size and timing of individual license transactions, the closing of which tend to be delayed by customers until the end of a fiscal quarter as a negotiating tactic;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Introduction of new products or product enhancements by us or our competitors;
| | - |  | ------------------------------------------------------------------------------



| |  |  | Potential for delay or deferral of customer implementations of our software;
| | - |  | ----------------------------------------------------------------------------



| |  |  | Changes in customer budgets;
| | - |  | ----------------------------



| |  |  | Seasonality of technology purchases and other general economic conditions; and
| | - |  | ------------------------------------------------------------------------------



| |  |  | Changes in our pricing policies or those of our competitors.
| | - |  | ------------------------------------------------------------



Accordingly, our quarterly results are difficult to predict until the end of the quarter. Delays in product delivery or closing of sales
near the end of a quarter caused quarterly revenues and net income to fall significantly short of anticipated levels in the past year, and given the current economic slowdown, may well occur in future quarters.



Our license revenues in any quarter are substantially
dependent on orders booked and shipped in that quarter. We typically receive and fulfill a majority of our orders within the quarter, with the substantial majority of our orders received in the last month of each fiscal quarter. As a result, we may
not learn of revenue shortfalls until late in a fiscal quarter, after it is too late to adjust expenses for that quarter. Since our operating expenses are relatively fixed and are based on anticipated revenue levels, a delay in bookings from even a
small number of license transactions could cause significant variations in revenues quarter to quarter and could cause net income to fall significantly short of anticipated levels. As an example, the dollar amounts of large orders for our products
have been increasing and therefore the operating results for a quarter could be materially adversely affected if a number of large orders are either not received or are delayed, due to cancellations, delays, or deferrals by customers. Revenue
shortfalls below our expectations could have an immediate and significant adverse effect on our results of operations.



Our services revenue in any quarter is substantially dependent on our license revenue. Services are normally purchased in conjunction with
software, although it 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.



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 mainly 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 which contain currently undeliverable elements;
| | - |  | ------------------------------------------------------------



| |  |  | Transactions which involve services that include customization, deliverables, or customers acceptance;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | Transactions that include contingency-based payment terms or fees; and
| | - |  | ----------------------------------------------------------------------



| |  |  | Transactions with extended payment terms.
| | - |  | -----------------------------------------





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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.



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 1999, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101), 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 101. 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. Most recently, in December 2002, the EITF reached a consensus on EITF Issue No. 00-21, Accounting for Revenue Arrangements with
Multiple Deliverables(EITF 00-21) that sets out criteria for whether revenue on a deliverable can be recognized separately form other deliverables in a multiple deliverable arrangement. While EITF 00-21 is not required to be adopted
by the Company until November 1, 2003, the issuance of new interpretations on revenue recognition 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.



The Private Securities Class Action Lawsuits and State Derivative Action Against Us and Certain of Our Directors and Officers Could Have a Material
Adverse Effect on Our Business, Financial Condition and Results of Operations.



Although the court has approved our settlement agreement for the private securities class action lawsuit and the derivative actions, a few class members who opted out of joining the class for
settlement purposes may still pursue their own private action against our Company. Such actions may cause a diversion of management time and attention.



Our liability insurance for actions taken by officers and directors provides only limited liability protection. To the extent that these
policies do not adequately cover our expenses related to any shareholder lawsuits, our business and financial condition could be seriously harmed. Under Delaware law, in connection with our charter documents and indemnification agreements we entered
into with our executive officers and directors, we must indemnify our current and former officers and directors to the fullest extent permitted by law. Subject to certain conditions, the indemnification may cover expenses and liabilities reasonably
incurred in connection with the investigation, defense, settlement, or appeal of legal proceedings.



We Have Incurred Operating Losses Since Our Inception and are Likely to 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 future. If our revenue grows less than we anticipate or if our operating expenses increase more than expected or are not reduced in the event of lower revenue, we may never achieve
profitability. As of January 31, 2003, we had an accumulated deficit of $196.5 million. Although we have an objective of achieving profitability as soon as practical, we cannot assure you that we will be successful. In order to achieve and maintain
profitability, we will need to increase revenues while decreasing expenses.



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We May Require Future
Additional Funding to Stay in Business.



We may require additional financing for our operations. We have not been operating on a profitable basis and have relied on the sale of stock to finance our operations. We may need to return to the capital markets in order to receive
additional financing.



This additional financing
may not be available to us 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 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;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | 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. There can be no assurance that we will successfully identify new product opportunities, develop and bring new
products to market in a timely manner, and achieve market acceptance of our products or that products and technologies developed by others will not render our products or technologies obsolete or noncompetitive. 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.



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.



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 is a relatively new language and 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, or is adopted more slowly than anticipated, 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.



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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 Revenue 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 software, our maintenance and support revenue and our professional services revenue will also likely decline. These revenues are derived from fees for professional services and customer support related to
our products. The total amount of services and 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 such as it occurred during fiscal 2002 and fiscal 2001, or a decline in the percentage of customers who renew their annual support agreements, our maintenance and support
revenue and our professional services 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 and independent consultants, application service providers (ASPs) and distributors, particularly IBM. 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 Versata Logic Server and Versata Process Logic Engine 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. 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.



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.



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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.



As a result of the recent terrorist activities and related
military and security operations, economic activity throughout the United States and much of the world was substantially disrupted. This significantly adversely impacted our operations and our ability to generate revenues. Any future terrorist
activities or any military or security operations involving the U.S. could have a similar or worse effect on our operating results, particularly if such attacks or operations occur in the last month or weeks of our fiscal quarter or are significant
enough to further weaken the U.S. or global economy. In particular, such activities and operations could result in reductions in information technology spending, and deferrals, reductions or cancellations of customer orders for our products and
services.



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 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.



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.



If We Lose 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 depend 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 may not be successful in recruiting new personnel and in retaining and motivating existing personnel. Members of our senior management team have left Versata over the
years for a variety of reasons and we cannot assure you that there will not be additional departures. 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.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



We are exposed to a variety of risks including changes in interest rates affecting the return on its investments 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.





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All of the cash equivalents, short-term and long-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.



Foreign Currency Risks. As of January 31, 2003, Versata
had operating subsidiaries located in the United Kingdom, Germany, France, Canada, and Australia. International sales were made mostly from the Companys foreign sales subsidiaries in the local countries 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.



The Companys 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, the
Companys future results could be materially adversely impacted by changes in these or other factors.



The Company is 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. We do not currently enter into foreign currency hedge transactions. Through January 31,
2003, foreign currency fluctuations have not had a material impact on our financial position or results of operations.



Item 4. Controls and Procedures



(a) Evaluation of disclosure controls and procedures. Our chief executive officer and our chief financial officer, after evaluating the effectiveness of the Companys disclosure controls and procedures (as defined in
the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date (the Evaluation Date) within 90 days before the filing date of this quarterly report, have concluded that as of the Evaluation Date, our disclosure controls
and procedures were adequate and designed to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities.



(b) Changes in internal controls. There were no significant changes in our internal controls or to our
knowledge, in other factors that could significantly affect our disclosure controls and procedures subsequent to the Evaluation Date.



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PART II. OTHER INFORMATION



Item 1. Legal Proceedings



Securities Class Action and State Derivative Actions



Since April 11, 2001, several securities class action complaints have been filed against us, and certain of our current and former officers and directors. In August 2001, the class action lawsuits were
consolidated in the United States District Court for the Northern District of California. On October 19, 2001, the lead plaintiffs filed an amended class action complaint naming us and certain of our former officers and a current director as
defendants. The amended class action complaint alleges claims under section 10(b) and section 20(a) of the Securities Exchange Act of 1934 and claims under sections 11 and 15 of the Securities Act of 1933. The amended complaint sought an unspecified
amount of damages on behalf of persons who purchased our stock during a class period between March 31, 2000 and April 30, 2001. In July 2002, we reached an agreement with the plaintiffs to settle the class action lawsuit in order to avoid protracted
and expensive litigation and the uncertainty of the outcome at a trial. The agreement for settlement does not constitute any admission of wrongdoing on the part of Versata or the individual defendants. Our settlement calls for a payment of $9.75
million in cash by our insurance carriers, the issuance of 200,000 shares of our common stock, and for certain corporate therapeutics. The holders of the settlement stock have a put option of $3.50 per share during a period of 20 trading days
commencing one year from the date of distribution; provided however, the put options shall expire if Versata shares trade above $3.50 per share for 15 consecutive trading days during the one year period following the date of distribution of the
settlement stock. On February 14, 2003, the court approved the settlement agreement. We accrued $700,000 for this liability in accrued restructuring and other in fiscal 2002.



Since June 11, 2001, three derivative actions have been filed on our behalf against certain current and
former officers and directors in Superior Court of Alameda County, California. The complaints also name us as a nominal defendant. The complaints allege that the defendants breached their fiduciary duties, abused their control of the corporation,
and engaged in gross mismanagement of the corporation, by allegedly making or permitting the Company to make false financial statements and seek, among other things, compensatory damages. In July 2002, in conjunction with the settlement of the
securities litigation discussed above, we reached an agreement to settle the derivative action. Our settlement calls for certain corporate therapeutics included in the settlement of the securities litigation discussed above. As discussed, the
agreement for settlement does not constitute any admission of wrongdoing on the part of Versata or the individual defendants. On February 14, 2003, the settlement agreement was approved by the court.



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 6. Exhibits and Reports on Form 8-K



6(a)    None.



6(b)    Reports on Form 8-K:



The Company filed a Report on Form 8-K, dated February 11, 2003, containing changes in registrants certifying accountant and appointment of a new board director.



The Company filed a Report on Form 8-K, dated March 11, 2003, containing the Company receiving a NASDAQ
notification letter regarding non-compliance with the minimum bid price requirement.



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 14, 2003.



VERSATA, INC./s/    EUGENE
WONGEugene Wong Chief Executive Officer and Director/s/    JAMES
DOEHRMANJames Doehrman Chief Operating Officer, Chief Financial
Officer, Secretary and Executive Vice President




Date: March 14, 2003



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CERTIFICATION OF CHIEF EXECUTIVE OFFICER

REQUIRED PURSUANT TO RULES 13A-14 OR

15-D14 OF THE 1934 SECURITIES EXCHANGE ACT



I, Eugene Wong, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Versata, Inc.;



2. Based on my knowledge, this quarterly
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this quarterly report;



3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.



4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:



a)
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this quarterly report is being prepared;



b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c) presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal controls; and



6. The registrants other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



By:

/s/    EUGENE WONGEugene Wong Chief Executive Officer and Director




Date: March 14, 2003



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CERTIFICATION OF CHIEF FINANCIAL OFFICER

REQUIRED PURSUANT TO RULES 13A-14 OR

15-D14 OF THE 1934 SECURITIES EXCHANGE ACT



I, James Doehrman, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Versata, Inc.;



2. Based on my knowledge, this quarterly
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this quarterly report;



3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.



4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:



a)
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this quarterly report is being prepared;



b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c) presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal controls; and



6. The registrants other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



By:

/s/    JAMES DOEHRMANJames Doehrman Executive Vice President, Chief Operating
Officer and Chief Financial Officer




Date: March 14, 2003



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