##### Table of Contents

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UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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

| |  | SECURITIES EXCHANGE ACT OF 1934
| |  | -------------------------------



For the quarterly period ended January 31, 2004



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 27, 2004, the total number of outstanding shares of the Registrants common stock was 8,070,203



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##### Table of Contents

VERSATA, INC.

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS



|                                                                                                                            |  |     
|--------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                            |  | Page
|PART I.  FINANCIAL INFORMATION                                                                                              |  |     
|                                                                                                                            | 
|Item 1.  Financial Statements (Unaudited):                                                                                  |  |     
|                                                                                                                            | 
|Condensed Consolidated Balance Sheets as of January 31, 2004 and October 31, 2003                                           |  | 3   
|                                                                                                                            | 
|Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended January 31, 2004 and 2003 |  | 4   
|                                                                                                                            | 
|Condensed Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2004 and 2003                        |  | 5   
|                                                                                                                            | 
|Notes to Condensed Consolidated Financial Statements                                                                        |  | 6   
|                                                                                                                            | 
|Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations                              |  | 10  
|                                                                                                                            | 
|Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                                         |  | 24  
|                                                                                                                            | 
|Item 4.  Controls and Procedures                                                                                            |  | 25  
|                                                                                                                            | 
|PART II.  OTHER INFORMATION                                                                                                 |  |     
|                                                                                                                            | 
|Item 1.  Legal Proceedings                                                                                                  |  | 26  
|                                                                                                                            | 
|Item 2.  Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                                   |  | 26  
|                                                                                                                            | 
|Item 3.  Defaults upon Senior Securities                                                                                    |  | 26  
|                                                                                                                            | 
|Item 4.  Submission of Matters to a Vote of Security Holders                                                                |  | 26  
|                                                                                                                            | 
|Item 6.  Exhibits and Reports on Form 8-K                                                                                   |  | 26  
|                                                                                                                            | 
|Signatures                                                                                                                  |  | 28  



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, 2004 |          |   | October 31, 2003 |  
|ASSETS                                                                                                                                                           |  |                  |          |   |                  |   |          |  
|Current assets:                                                                                                                                                  |  |                  |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                        |  | $                | 6,895    |   |                  | $ | 8,089    |  
|Short-term investments                                                                                                                                           |  |                  | 4,601    |   |                  |   | 5,693    |  
|Accounts receivable, net                                                                                                                                         |  |                  | 3,094    |   |                  |   | 1,917    |  
|Prepaid expenses and other current assets                                                                                                                        |  |                  | 337      |   |                  |   | 411      |  
|                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Total current assets                                                                                                                                             |  |                  | 14,927   |   |                  |   | 16,110   |  
|                                                                                                                                                                 |  |                 
|Restricted cash                                                                                                                                                  |  |                  | 4,781    |   |                  |   | 4,781    |  
|Property and equipment, net                                                                                                                                      |  |                  | 1,898    |   |                  |   | 2,098    |  
|Intangibles, net                                                                                                                                                 |  |                  |         |   |                  |   | 2        |  
|Other assets                                                                                                                                                     |  |                  | 140      |   |                  |   | 129      |  
|                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Total assets                                                                                                                                                     |  | $                | 21,746   |   |                  | $ | 23,120   |  
|                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|                                                                                                                                                                 |  |                 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                             |  |                  |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                             |  |                  |          |   |                  |   |          |  
|Accounts payable                                                                                                                                                 |  | $                | 809      |   |                  | $ | 346      |  
|Accrued liabilities                                                                                                                                              |  |                  | 2,344    |   |                  |   | 2,230    |  
|Current portion of accrued restructuring and other                                                                                                               |  |                  | 1,992    |   |                  |   | 1,862    |  
|Current portion of deferred revenue                                                                                                                              |  |                  | 4,162    |   |                  |   | 3,897    |  
|                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                        |  |                  | 9,307    |   |                  |   | 8,335    |  
|                                                                                                                                                                 |  |                 
|Accrued restructuring and other, less current portion                                                                                                            |  |                  | 3,765    |   |                  |   | 4,005    |  
|Deferred revenue, less current portion                                                                                                                           |  |                  | 1,205    |   |                  |   | 934      |  
|                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Total liabilities                                                                                                                                                |  |                  | 14,277   |   |                  |   | 13,274   |  
|                                                                                                                                                                 |  |                 
|Stockholders equity:                                                                                                                                            |  |                  |          |   |                  |   |          |  
|Common stock $0.001 par value; 25,000 shares authorized, 8,069, and 7,374 shares issued and outstanding as of January 31, 2004 and October 31,
2003 respectively |  |                  | 45       |   |                  |   | 45       |  
|Additional paid-in capital                                                                                                                                       |  |                  | 216,639  |   |                  |   | 216,672  |  
|                                                                                                                                                                 |  |                 
|Unearned stock-based compensation                                                                                                                                |  |                  | (55      | ) |                  |   | (225     | )
|Accumulated other comprehensive loss                                                                                                                             |  |                  | (655     | ) |                  |   | (523     | )
|Accumulated deficit                                                                                                                                              |  |                  | (208,505 | ) |                  |   | (206,123 | )
|                                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                       |  |                  | 7,469    |   |                  |   | 9,846    |  
|Total liabilities and stockholders equity                                                                                                                       |  | $                | 21,746   |   |                  | $ | 23,120   |  
|                                                                                                                                                                 |  |                  |          |   |                  |   |          |  



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



3



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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, 2004   |        |   | January 31, 2003 |  
|Revenue:                                                                                        |  |                    |        |   |                  |   |        |  
|Software license                                                                                |  | $                  | 1,223  |   |                  | $ | 2,708  |  
|Maintenance and support                                                                         |  |                    | 1,437  |   |                  |   | 1,371  |  
|Professional services                                                                           |  |                    | 756    |   |                  |   | 1,021  |  
|                                                                                                |  |                    |        |   |                  |   |        |  
|Total revenue                                                                                   |  |                    | 3,416  |   |                  |   | 5,100  |  
|                                                                                                |  |                    |        |   |                  |   |        |  
|Cost of revenue:                                                                                |  |                    |        |   |                  |   |        |  
|Software license                                                                                |  |                    | 66     |   |                  |   | 48     |  
|Maintenance and support (1)                                                                     |  |                    | 398    |   |                  |   | 364    |  
|Professional services (1)                                                                       |  |                    | 730    |   |                  |   | 980    |  
|                                                                                                |  |                    |        |   |                  |   |        |  
|Total cost of revenue                                                                           |  |                    | 1,194  |   |                  |   | 1,392  |  
|                                                                                                |  |                    |        |   |                  |   |        |  
|Gross profit                                                                                    |  |                    | 2,222  |   |                  |   | 3,708  |  
|                                                                                                |  |                    |        |   |                  |   |        |  
|Operating expense:                                                                              |  |                    |        |   |                  |   |        |  
|Sales and marketing (1)                                                                         |  |                    | 1,500  |   |                  |   | 1,607  |  
|Product development (1)                                                                         |  |                    | 1,231  |   |                  |   | 1,447  |  
|General and administrative (1)                                                                  |  |                    | 1,072  |   |                  |   | 818    |  
|Stock-based compensation                                                                        |  |                    | 123    |   |                  |   | 173    |  
|Amortization of intangibles                                                                     |  |                    | 2      |   |                  |   | 473    |  
|Restructuring and other                                                                         |  |                    | 670    |   |                  |   | 323    |  
|                                                                                                |  |                    |        |   |                  |   |        |  
|Total operating expense                                                                         |  |                    | 4,598  |   |                  |   | 4,841  |  
|                                                                                                |  |                    |        |   |                  |   |        |  
|Loss from operations                                                                            |  |                    | (2,376 | ) |                  |   | (1,133 | )
|Interest income, net                                                                            |  |                    | 22     |   |                  |   | 81     |  
|Other non-operating expense, net                                                                |  |                    | (28    | ) |                  |   | (118   | )
|                                                                                                |  |                    |        |   |                  |   |        |  
|Net loss                                                                                        |  | $                  | (2,382 | ) |                  | $ | (1,170 | )
|                                                                                                |  |                    |        |   |                  |   |        |  
|Other comprehensive income (loss):                                                              |  |                    |        |   |                  |   |        |  
|Change in unrealized loss on marketable securities                                              |  |                    | 1      |   |                  |   | (2     | )
|Change in foreign currency translation adjustments                                              |  |                    | (133   | ) |                  |   | (80    | )
|                                                                                                |  |                    |        |   |                  |   |        |  
|Comprehensive loss                                                                              |  | $                  | (2,514 | ) |                  | $ | (1,252 | )
|                                                                                                |  |                    |        |   |                  |   |        |  
|Basic and diluted net loss per share                                                            |  | $                  | (0.30  | ) |                  | $ | (0.16  | )
|                                                                                                |  |                    |        |   |                  |   |        |  
|Weighted-average common shares outstanding                                                      |  |                    | 7,908  |   |                  |   | 7,244  |  
|                                                                                                |  |                    |        |   |                  |   |        |  
|(1)    Unearned
stock-based compensation excluded from cost of revenues and operating expenses: |  |                    |        |   |                  |   |        |  
|Maintenance and support                                                                         |  |                    | 5      |   |                  |   | 6      |  
|Professional services                                                                           |  |                    | 20     |   |                  |   | 61     |  
|Sales and marketing                                                                             |  |                    | 27     |   |                  |   | 59     |  
|Product development                                                                             |  |                    | 52     |   |                  |   | 19     |  
|General and administrative                                                                      |  |                    | 19     |   |                  |   | 28     |  
|                                                                                                |  |                    |        |   |                  |   |        |  
|Total                                                                                           |  | $                  | 123    |   |                  | $ | 173    |  
|                                                                                                |  |                    |        |   |                  |   |        |  



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, 2004   |        |   | January 31, 2003 |  
|Cash flows from operating activities:                                       |  |                    |        |   |                  |   |        |  
|Net loss                                                                    |  | $                  | (2,382 | ) |                  | $ | (1,170 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                    |        |   |                  |   |        |  
|Depreciation and amortization                                               |  |                    | 321    |   |                  |   | 1,029  |  
|Provision for doubtful accounts                                             |  |                    | 18     |   |                  |   | (20    | )
|Loss on disposal of property and equipment                                  |  |                    | 9      |   |                  |   |        |  
|Stock-based compensation                                                    |  |                    | 123    |   |                  |   | 173    |  
|Change in operating assets and liabilities:                                 |  |                    |        |   |                  |   |        |  
|Accounts receivable                                                         |  |                    | (1,195 | ) |                  |   | (1,738 | )
|Unbilled receivables                                                        |  |                    |       |   |                  |   | 84     |  
|Prepaid expenses and other current assets                                   |  |                    | 74     |   |                  |   | 107    |  
|Other assets                                                                |  |                    | (11    | ) |                  |   | 11     |  
|Accounts payable and accrued liabilities                                    |  |                    | 577    |   |                  |   | (656   | )
|Accrued restructuring and other                                             |  |                    | (110   | ) |                  |   | 1,354  |  
|Deferred revenue                                                            |  |                    | 536    |   |                  |   | 599    |  
|                                                                            |  |                    |        |   |                  |   |        |  
|Net cash used in operating activities                                       |  |                    | (2,040 | ) |                  |   | (227   | )
|                                                                            |  |                    |        |   |                  |   |        |  
|Cash flows from investing activities:                                       |  |                    |        |   |                  |   |        |  
|Purchases of short-term investments                                         |  |                    |       |   |                  |   |       |  
|Proceeds from sales of short-term investments                               |  |                    | 1,092  |   |                  |   | 1,552  |  
|Purchase of property and equipment                                          |  |                    | (128   | ) |                  |   | (29    | )
|                                                                            |  |                    |        |   |                  |   |        |  
|Net cash provided by investing activities                                   |  |                    | 964    |   |                  |   | 1,523  |  
|                                                                            |  |                    |        |   |                  |   |        |  
|Cash flows from financing activities:                                       |  |                    |        |   |                  |   |        |  
|Payments on capital lease obligations and long term debt                    |  |                    |       |   |                  |   | (13    | )
|Proceeds from exercise of stock options and warrants                        |  |                    | 14     |   |                  |   |       |  
|                                                                            |  |                    |        |   |                  |   |        |  
|Net cash provided by (used in) financing activities                         |  |                    | 14     |   |                  |   | (13    | )
|                                                                            |  |                    |        |   |                  |   |        |  
|Effects of exchange rate changes on cash and cash equivalents               |  |                    | (132   | ) |                  |   | (80    | )
|                                                                            |  |                    |        |   |                  |   |        |  
|Increase (decrease) in cash and cash equivalents                            |  |                    | (1,194 | ) |                  |   | 1,203  |  
|Cash and cash equivalents at beginning of period                            |  |                    | 8,089  |   |                  |   | 12,287 |  
|                                                                            |  |                    |        |   |                  |   |        |  
|Cash and cash equivalents at end of period                                  |  | $                  | 6,895  |   |                  | $ | 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 using 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. All shares and per share amounts in these condensed consolidated financial statements have been restated to give effect to this reverse stock split.



We believe our cash, cash equivalents and short-term investments as of
January 31, 2004 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 2005 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, 2004, and for the three months
ended January 31, 2004 and 2003 include the accounts of Versata and its subsidiaries, all of which are wholly owned and located in North America, Europe 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 generally accepted accounting
principles generally accepted in the United States of America (GAAP) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures
normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.



We believe that all necessary adjustments, consisting of only normal recurring items, have been included in the accompanying
financial statements to fairly present the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for
our fiscal year October 31, 2004. 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, 2003.



3.    Recent Accounting Pronouncements



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 disclosure requirements were effective for the Company during the quarter ended January 31, 2003. The Company generally grants its customer a warranty, which guarantees that the Companys products will substantially
conform to the Companys current specifications as well as indemnification for customers from third party claims. Costs related to these guarantees and indemnifications have not been significant and the Company cannot estimate the potential
impact of these guarantees and indemnifications on future results of operations.



|
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|
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VERSATA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



4.    Major Customers and Credit Risk Concentrations



For our fiscal quarter ended January 31, 2004, 85% of our license
revenue was generated through our contractual relationship with IBM and one customer comprised 43% of our consolidated net accounts receivable.



5.    Stock Based Compensation Plans



We account for stock-based employee compensation arrangements in accordance with provisions of Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees (APB 25), and Financial Accounting Standards Board Interpretation No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans (FIN 28), and we
comply with the disclosure provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123), as amended by SFAS 148. Under APB 25, compensation expense is based on the
difference, if any, on the date of grant, between the fair value of our Companys common stock and the exercise price. SFAS 123, as amended by SFAS 148 defines a fair value based method of accounting for an employee stock option or
similar equity investment. We account for equity instruments issued to non-employees in accordance with the provisions of SFAS 123, as amended by SFAS 148 and Financial Accounting Standards Board Emerging Issues Task Force Issue No. 96-18,
Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services (EITF 96-18).



Pro forma information regarding net loss and net loss per share is required by SFAS 123, Accounting for Stock-Based
Compensation (SFAS 123), which also requires that the information be determined as if our Company has accounted for its employee stock options granted under the fair value method. The fair value for these options was estimated using
the minimum value method for periods to the date of our initial public offering and the Black-Scholes option-pricing model thereafter.



The following table illustrates the effect on net loss per share as if the fair value based method had been applied to all outstanding awards in each
period (in thousands, except per share data):



|                                                                                                                |  |                               |        |   |      |   |        |  
|--------------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                |  | Three Months EndedJanuary 31, |       
|                                                                                                                |  | 2004                          |        |   | 2003 |  
|Net loss, as reported                                                                                           |  | $                             | (2,382 | ) |      | $ | (1,170 | )
|Add: Stock based employee compensation expense included in reported net loss                                    |  |                               | 123    |   |      |   | 173    |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards |  |                               | (567   | ) |      |   | (249   | )
|                                                                                                                |  |                               |        |   |      |   |        |  
|Pro forma net loss                                                                                              |  | $                             | (2,826 | ) |      | $ | (1,246 | )
|                                                                                                                |  |                               |        |   |      |   |        |  
|Net loss per share:                                                                                             |  |                               |        |   |      |   |        |  
|Basic and dilutedas reported                                                                                   |  | $                             | (0.30  | ) |      | $ | (0.16  | )
|Basic and dilutedpro forma                                                                                     |  | $                             | (0.36  | ) |      | $ | (0.17  | )



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



|                          |  |                                |  |          
|------------------------- |  | ------------------------------ |  | ---------
|                          |  | Three Months Ended January 31,
|                          |  | 2004                           |  | 2003     
|Risk-free rates           |  | 3.1%3.4%                      |  | 3.7%4.5%
|Expected lives (in years) |  | 5.0                            |  | 5.0      
|Dividend yield            |  | 0.0%                           |  | 0.0%     
|Expected volatility       |  | 50%                            |  | 132%     



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VERSATA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



6.    Restructuring and Other



The following table summarizes the restructuring and other activity during
the three months ended January 31, 2004 (in thousands):



|                                  |  |                   |      |   |                                   |   |       |            |  |       |     |  |   |       |  
|--------------------------------- |  | ----------------- | ---- | - | --------------------------------- | - | ----- | ---------- |  | ----- | --- |  | - | ----- | -
|                                  |  | EmployeeSeverance |      |   | OfficeClosure andSubleasing Costs |   |       | OtherCosts |  | Total |    
|Accrual balance, October 31, 2003 |  | $                 | 128  |   |                                   | $ | 5,039 |            |  | $     | 700 |  | $ | 5,867 |  
|Additions and reclassifications   |  |                   | 213  |   |                                   |   | 294   |            |  |       |    |  |   | 507   |  
|Cash paid                         |  |                   | (236 | ) |                                   |   | (381  | )          |  |       |    |  |   | (617  | )
|                                  |  |                   |      |   |                                   |   |       |            |  |       |     |  |   |       |  
|Accrual balance, January 31, 2004 |  | $                 | 105  |   |                                   | $ | 4,952 |            |  | $     | 700 |  | $ | 5,757 |  
|                                  |  |                   |      |   |                                   |   |       |            |  |       |     |  |   |       |  



We account for
restructuring costs in accordance with the provisions of SFAS 146. Accordingly, liabilities for costs that will continue to be incurred for the remaining term of a contract without economic benefit are recognized and measured at their fair value
when we cease using the right conveyed by the contract (cease-use date). When the contract is an operating lease, the fair value of the liability at the cease-use date is determined based on the present value of the remaining lease
expense, reduced by any estimated sublease income that could be reasonably obtained for the property. The Company accrued for and paid additional severance payments to employees in both domestic and international locations as a result of the staff
reductions implemented during the fiscal quarter. Additional accruals were made during the quarter for office closure and subleasing costs. These expenses principally related to professional services provided to the Company.



Other costs accrued at January 31, 2004 include $700,000 for the anticipated
costs of the settlement agreement for the Securities Class Action and State Derivative Actions described in note 8, below.



7.    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 to be issued upon the exercise of stock options and warrants. The number of potential common stock equivalents excluded from the calculation totaled 1,539,369, as of January 31, 2004.



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



|                                                                       |  |                               |        |   |      |   |        |  
|---------------------------------------------------------------------- |  | ----------------------------- | ------ | - | ---- | - | ------ | -
|                                                                       |  | Three MonthsEnded January 31, |       
|                                                                       |  | 2004                          |        |   | 2003 |  
|Numerator:                                                             |  |                               |        |   |      |   |        |  
|Net Loss                                                               |  | $                             | (2,382 | ) |      | $ | (1,170 | )
|                                                                       |  |                               |        |   |      |   |        |  
|Denominator:                                                           |  |                               |        |   |      |   |        |  
|Weighted average shares outstanding                                    |  |                               | 7,938  |   |      |   | 7,368  |  
|Weighted average unvested shares of common stock subject to repurchase |  |                               | (30    | ) |      |   | (124   | )
|                                                                       |  |                               |        |   |      |   |        |  
|Denominator for basic and diluted calculation                          |  | $                             | 7,908  |   |      | $ | 7,244  |  
|                                                                       |  |                               |        |   |      |   |        |  
|Basic and diluted net loss per share                                   |  | $                             | (0.30  | ) |      | $ | (0.16  | )
|                                                                       |  |                               |        |   |      |   |        |  

|
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VERSATA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



8.    Legal Proceedings



Securities Class Action and State Derivative Actions



On February 14, 2003, the United States District Court for the Northern District of California issued Orders of Final
Approval of the Settlements of the consolidated securities class action and the consolidated derivative action that were all initially filed in 2001. Pursuant to the terms of the settlement, Versatas insurers paid $9.75 million and Versata
issued 200,000 shares of common stock and implemented certain corporate therapeutics. The shares of common stock have a $3.50 per share put option exercisable for 20 trading days commencing one year after distribution; however, the put shall expire
should our stock trade above $3.50 per share for 15 trading days during the one year period following distribution. Distribution of the common stock occurred on January 28, 2004. As of January 31, 2004 and 2003 we had accrued $700,000 for this
liability in accrued restructuring and other in the accompanying financial statements.



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.



9.    Related Party Transactions



In November 2003, we entered into an engineering services agreement with Virtusa Corporation, a US and Indian based premier software engineering services
firm which provides engineering support to software product developers and enterprise customers. Virtusa will provide Versata with engineering services including platform port development, quality assurance and maintenance. Versatas own
engineering team will retain responsibility for product vision, strategy, architecture, design and reference implementation, enabling it to more aggressively drive product innovation and rapidly deliver the next round of capabilities in support of
our new strategy. Our board member, Robert Davoli, is also a board member of Virtusa Corporation. A major shareholder, Sigma Partners, is also a venture capital investor in Virtusa Corporation. Our board members Robert Davoli and Wade Woodson serve
as managing directors of Sigma Partners.



10.    Subsequent Events



On March 10, 2004 the Company and its landlord executed an amendment to the lease agreement for its headquarter office space located in Oakland, California. This amendment reduces the Companys future lease obligation from
approximately 75,000 square feet to approximately 25,000 square feet while extending the lease term by two additional years to August 31, 2010. As partial consideration for the amendment, Versata will release to the landlord the sum of $4.2 million
of the existing letter of credit which appears as restricted cash on the Companys balance sheet in the sum of $4.8 million. The payment of the amendment consideration will be accomplished by the landlords draw of the entire amount of the
letter of credit and the remainder, $608,000, will be credited by the landlord towards our future rent obligations. In addition, Versata will issue to the landlord warrants for 50,000 shares of common stock at fair market value. Based on the
satisfaction of certain obligations remaining by both parties, management determined that no adjustments for the amendment should be recorded to its financial statements in the fiscal quarter ended January 31, 2004. The Company did accrue additional
restructuring expenses during the fiscal quarter ended January 31, 2004 for consulting services related to the lease restructure that were incurred during the quarter.



On February 27, 2004, Versata submitted an application to transfer the listing of its securities from the NASDAQ National
Market to the NASDAQ SmallCap Market. The application is currently under NASDAQ listing qualifications departments review. Versata expects to receive a response within approximately 21 days from NASDAQs receipt of its application.



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



Forward-Looking Statements



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



Overview



Versata provides a way for companies to define and manage the logic in their business systems at the business level, rather than at the system code level.



The Company provides solutions for automating and simplifying
the building, maintenance and ongoing evolution of large, complex, data-intensive enterprise applications. These applications typically access multiple data sources, incorporate multiple database tables and user interfaces, execute very complex
business transactions and support thousands of users. The Versata solution effectively and efficiently replaces time-intensive hand-coding efforts associated with Java 2, Enterprise Edition (J2EE) and the Common Object Request Broker
Architecture (CORBA) with simple, intuitive business rules and graphical process flow specification.



Versatas primary value proposition and sales focus has consistently been on cheaper and faster application development. While Versata is confident
there is a continuing opportunity for its technology in its core market of application development products, it believes that there may be a more strongly differentiated opportunity for the Company in the emerging area of master data management.
Master data management concerns the management of highly valuable shared data that is used in support of business processes and transactions throughout the enterprise. Examples of master data would include customer data, product data, pricing data,
configuration data, and other data types that vary from one industry to the next. Management of such data requires the specification and enforcement of business rules and business logic that ensure complete, consistent and accurate data across all
systems within the enterprise.



Traditional data-management
approaches emphasize the creation of information models, but often overlook the business rules that define the management of this information over time, leaving such responsibility to the various applications that produce and consume the shared
data. As a result, many organizations find themselves with an increasingly fragmented information landscape, unable to answer such simple questions as what accounts does this customer hold with us across all of our operating divisions?
Such segregated master data management problems must be addressed for businesses to quickly comply with important new regulatory initiatives such as the USA PATRIOT Acts Anti-Money Laundering initiative or the HIPPA Healthcare patient records
initiative.



Based on existing customer experience, Versata
believes that development of enterprise master data management systems will likely follow the same development process as that used for traditional application development: business analysts define the business rules required to properly operate on
and maintain the shared master data; these rules are then used by the programmers to draw models, sketch out pseudo-code, and write



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programs that are intended to meet the original specifications; these programs are then integrated with the rest of the
companys infrastructure resources and deployed to a production environment. With Versata, the programming step is eliminated: the business analyst specifies the business logic, and that business logic is directly executed by the Versata
runtime product, the Versata Logic Server. This simplification enables companies to react faster to business demands by developing data management solutions more efficiently with an enhanced ability to change these solutions as the business needs
change.



This new opportunity area will leverage the success
that many of Versatas customers have had, using existing Versata products to provide easily-configurable, rules-based applications that can be continuously adapted to meet changing business conditions and regulatory pressures. Versatas
objective is to establish the Versata Logic Suite, the Companys family of business logic products, as an adaptable master data management platform. The Company intends to do this by extending its technology leadership, continuing to grow its
multi-channel distribution network, and leveraging its technology alliances.



Versata markets its products primarily through a direct sales force in North America and in Europe. The Company also works with a network of consulting and systems integration partners, companies selling pre-packaged
software applications, and companies selling software applications over the Internet on a subscription service basis. Our revenues to date have been derived predominantly from customers in North America and Europe.



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



We derive our revenue from licensing our software and from the sale of 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.



Our cost of software
license revenue consists of royalty payments to third parties for technology incorporated into our products and electronic delivery costs. Our cost of maintenance and support revenue consists of salaries and allocated overhead for support personnel.
Our cost of professional services revenue consists of salaries and allocated overhead for professional service personnel and payments to third party consultants incurred in providing training, and consulting services. Cost of 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.



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):



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|                                 |  |                                |       |             |   |      
|-------------------------------- |  | ------------------------------ | ----- | ----------- | - | -----
|                                 |  | Three Months Ended January 31,
|                                 |  | 2004                           |       | 2003       
|                                 |  | (Unaudited)                    |       | (Unaudited)
|Software license revenue:        |  |                                |       |             |   |      
|North America                    |  | $                              | 357   |             | $ | 2,191
|Europe                           |  |                                | 866   |             |   | 517  
|                                 |  |                                |       |             |   |      
|                                 |  |                                | 1,223 |             |   | 2,708
|Maintenance and support revenue: |  |                                |       |             |   |      
|North America                    |  | $                              | 947   |             | $ | 895  
|Europe                           |  |                                | 490   |             |   | 476  
|                                 |  |                                |       |             |   |      
|                                 |  |                                | 1,437 |             |   | 1,371
|Professional services revenue:   |  |                                |       |             |   |      
|North America                    |  | $                              | 387   |             | $ | 763  
|Europe                           |  |                                | 369   |             |   | 258  
|                                 |  |                                |       |             |   |      
|                                 |  |                                | 756   |             |   | 1,021
|Total revenue:                   |  |                                |       |             |   |      
|North America                    |  | $                              | 1,691 |             | $ | 3,849
|Europe                           |  |                                | 1,725 |             |   | 1,251
|                                 |  |                                |       |             |   |      
|                                 |  | $                              | 3,416 |             | $ | 5,100
|                                 |  |                                |       |             |   |      



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:



|                            |  |                                |  |            
|--------------------------- |  | ------------------------------ |  | -----------
|                            |  | Three Months Ended January 31,
|                            |  | 2004                           |  | 2003       
|                            |  | (Unaudited)                    |  | (Unaudited)
|Revenue:                    |  |                                |  |            
|Software license            |  | 36 %                           |  | 53 %       
|Maintenance and support     |  | 42 %                           |  | 27 %       
|Professional services       |  | 22 %                           |  | 20 %       
|                            |  |                                |  |            
|Total revenue               |  | 100 %                          |  | 100 %      
|                            |  |                               
|Cost of revenue:            |  |                                |  |            
|Software license            |  | 2 %                            |  | 1 %        
|Maintenance and support     |  | 12 %                           |  | 7 %        
|Professional services       |  | 21 %                           |  | 19 %       
|                            |  |                                |  |            
|Total cost of revenue       |  | 35 %                           |  | 27 %       
|                            |  |                                |  |            
|Gross profit                |  | 65 %                           |  | 73 %       
|                            |  |                               
|Operating expense:          |  |                                |  |            
|Sales and marketing         |  | 44 %                           |  | 32 %       
|Product development         |  | 36 %                           |  | 28 %       
|General and administrative  |  | 31 %                           |  | 16 %       
|Stock-based compensation    |  | 4 %                            |  | 3 %        
|Amortization of intangibles |  |  %                            |  | 9 %        
|Restructuring and other     |  | 20 %                           |  | 6 %        
|                            |  |                                |  |            
|Total operating expense     |  | 135 %                          |  | 95 %       
|                            |  |                               
|Loss from operations        |  | (70)%                          |  | (22)%      
|Interest income, net        |  | 1 %                            |  | 2 %        
|Other non-operating, net    |  | (1)%                           |  | (3)%       
|                            |  |                                |  |            
|Net loss                    |  | (70)%                          |  | (23)%      
|                            |  |                                |  |            



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Revenue



Software License Revenue.    Software license revenue decreased by approximately $1.5 million, or 55%, to $1.2 million for the
three months ended January 31, 2004 from $2.7 million for the three months ended January 31, 2003. North American license revenue in the three months ended January 31, 2004 decreased by 84% over the comparable prior year period. This decrease was
offset by an increase of 68% in license revenues within our European operations for this period. This decrease in year-over-year revenue was attributable to general competitive pressures and overall market and economic conditions. In addition,
during fiscal 2003 management attention was largely focused on sales to existing customers and expense reductions, not on generating sales to new customers. Management is currently focused on rebuilding the customer pipeline in order to increase
revenue as demonstrated in the increase in software revenue this fiscal quarter as compared to the prior fiscal quarter ended October 31, 2003.



Maintenance and Support Revenue.    Maintenance and support revenue increased by $66,000, or 5%, to $1.4 million for the three
months ended January 31, 2004 from $1.4 million for the three months ended January 31, 2003. The increase was primarily attributable to new maintenance and support revenues generated from license sales within the preceding twelve months offset by
the non-renewal of certain existing maintenance and support contracts.



Professional Services Revenue. Services revenue decreased by $265,000, or 26%, to $756,000 in the three months ended January 31, 2004 from $1.0 million in the three months ended January 31, 2003. This decrease in service revenue included an
increase of 42% in our international professional services operations, offset by a decrease of 49% for our North American professional services operations. The decrease in our North American professional services revenue was related to certain
customers use of in-house project management and general competitive pressures.



Cost of Revenue



Cost of Software License
Revenue.    Cost of license revenue consists of partner fees and royalties paid to third party vendors for use of their products embedded in our product offerings. Cost of software license revenue increased by $18,000, or
38%, to $66,000 for the three months ended January 31, 2004 from $48,000 for the three months ended January 31, 2003. This increase is principally related to partner referral fees paid in Europe.



Cost of Maintenance and Support Revenue.    Cost
of maintenance and support revenue consists of salaries and allocated overhead for support personnel. Cost of maintenance and support revenue increased by $34,000, or 9%, to $398,000 for the three months ended January 31, 2004 from $364,000 for the
three months ended January 31, 2003. As of January 31, 2004, we had 9 employees and contractors in our support operations as compared to 13 employees and contractors on January 31, 2003.



Cost of Professional Services Revenue.    Cost of professional services revenue consists of
salaries and allocated overhead for professional service personnel and payments to third party consultants incurred in providing training and consulting services. Cost of service revenue decreased by $250,000, or 26%, to $730,000 for the three
months ended January 31, 2004 from $980,000 for the three months ended January 31, 2003. This decrease was mainly attributable to the decrease in headcount in professional services and a reduction in the use of independent contractors. As of January
31, 2004, we had 17 employees and contractors in professional services as compared to 24 employees and contractors on January 31, 2003.



Gross Profit



Gross Profit.    Gross profit decreased by $1.5 million or 40%, to $2.2 million in the three months ended January 31, 2004 from
$3.7 million in the three months ended January 31, 2003. Gross margins decreased to 65% for the three months ended January 31, 2004 from 73% for the three months ended January 31, 2003. The decrease in gross margin reflected a decrease in revenue of
33% while cost of revenue decreased by only 14%. Gross margins were also impacted by lower license revenues in the three months ended January 31, 2004 which generate significantly higher margins than maintenance and support or professional services
revenues.



Operating Expenses



Sales and Marketing.    Sales and marketing
expense consists of salaries, sales commissions, partners commissions, travel and entertainment expense, and marketing programs. Sales and marketing expense decreased



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by $107,000, or 7%, to $1.5 million in the three months ended January 31, 2004 from $1.6 million in the three months
ended January 31, 2003. This decrease was principally related to the reduction in personnel related costs. As of January 31, 2004, we had 19 employees and contractors in our sales and marketing operations as compared to 29 employees and contractors
on 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 $216,000, or 15%, to $1.2 million in the three months ended January 31, 2004 from $1.4
million in the three months ended January 31, 2003. This decrease was principally related to the reduction in personnel related costs, offset by an increase in contractor costs from the recently established relationship with Virtusa. All software
development costs are expensed in the period incurred as they do not meet the requirements for capitalization under SFAS No. 86. As of January 31, 2004, we had 17 employees and contractors in product development as compared to 41 employees and
contractors on January 31, 2003.



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 increased by
$256,000, or 31%, to $1.1 million in the three months ended January 31, 2004 from $818,000 in the three months ended January 31, 2003. This increase was primarily related to additional legal and accounting fees and an increase in bad debt reserves.
As of January 31, 2004, we had 21 employees and contractors performing general and administrative functions as compared to 23 employees and contractors on January 31, 2003.



Stock-Based Compensation.    Stock-based compensation expense includes the cost of common stock
awards granted to employees and consultants in exchange for services as well as the amortization of employee stock-based compensation. Employee stock-based compensation expense for stock options is amortized on an accelerated basis (under FIN 28)
over the vesting period of the related options, generally 50 months. Stock-based compensation expense decreased by $50,000, or 29%, to $123,000 for the three months ended January 31, 2004 from $173,000 for the three months ended January 31, 2003.
This decrease reflects our lower staff levels and the commensurate reduction in both common stock and stock option awards as well as lower amortization charges for pre-IPO stock, offset by fully vested common stock awards given to employees.



Amortization of
Intangibles.    Intangible assets consist of purchased technology that is being amortized on a straight-line basis over the expected life of three years. The Company incurred $2,000 in amortization expense for the three
months ended January 31, 2004. Amortization expense for the three months ended January 31, 2003 was $473,000.



Restructuring and Other.    Restructuring expense for the three months ended January 31, 2004 increased $347,000, or 107%, to
$670,000 from $323,000 for the three months ended January 31, 2003. This increase relates primarily to severance payments for both domestic and international staff as well as additional restructuring costs incurred in the renegotiation of the lease
agreement for our Oakland, California headquarters.



On March
10, 2004 the Company and its landlord executed an amendment to the lease agreement for its headquarter office space located in Oakland, California. This amendment reduces the Companys future lease obligation from approximately 75,000
square feet to approximately 25,000 square feet while extending the lease term by two additional years to August 31, 2010. As partial consideration for the amendment, Versata will release to the landlord the sum of $4.2 million of the existing
letter of credit which appears as restricted cash on the Companys balance sheet in the sum of $4.8 million. The payment of the amendment consideration will be accomplished by the landlords draw of the entire amount of the letter of
credit and the remainder, $608,000, will be credited by the landlord towards our future rent obligations. In addition, Versata will issue to the landlord warrants for 50,000 shares of common stock at fair market value. Based on the satisfaction of
certain obligations remaining by both parties, management determined that no adjustments for the amendment should be recorded to its financial statements in the fiscal quarter ended January 31, 2004. The Company did accrue additional restructuring
expenses during the fiscal quarter ended January 31, 2004 for consulting services related to the lease restructure that were incurred during the quarter.



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Interest Income, Net.    Interest income, net, is primarily comprised of
interest income from our cash and investments offset by interest paid on our equipment loan and capital lease obligations. We had net interest income of $22,000 for the three months ended January 31, 2004, a decrease of $59,000, or 73%, compared to
net interest income of $81,000 for the three months ended January 31, 2003. The reduction in interest income is primarily due to our reduced cash balance and lower interest rates earned.



Other Non-Operating Expense.    Other non-operating expense primarily relates to various state
and local taxes. The majority of these taxes are not based upon taxable income but on revenues, asset values or shares outstanding. We have incurred operating losses for all periods from inception through January 31, 2004, thus, we have not incurred
an income tax liability for federal income taxes and only minimal liabilities for state income taxes. In addition, we have recorded a valuation allowance for the full amount of our deferred tax assets, as the future realization of the tax benefits
is uncertain. Other non-operating expense decreased by $90,000, or 76%, from $118,000 for the three months ended January 31, 2003 to $28,000 for the three months ended January 31, 2004. This decrease relates primarily to lower revenues achieved in
the three months ended January 31, 2004 and franchise tax expenses from prior periods included within the three months ended January 31, 2003.



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, 2004, we had $11.5 million in cash and cash equivalents and short-term investments, $5.6 million in working capital and $4.8
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 in each period reflects 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. Net cash used in operating activities was $2.0 million and $227,000 for the three months ended January 31, 2004 and
2003, respectively. During the fiscal quarter ended January 31, 2004, the decrease in cash flows from operating activities as compared to the fiscal quarter ended January 31, 2003 was driven by an increased operating loss for the period and a
reduction in accrued restructuring provisions, offset by an increase in accounts payable and accrued liabilities.



Net cash provided by investing activities was $964,000 and $1.5 million for the three months ended January 31, 2004 and 2003, respectively. Net cash
provided by investing activities was related primarily to the net proceeds from sales of short-term investments, offset by purchases of fixed assets.



Net cash provided by financing activities was $14,000 for the three months ended January 31, 2004 and related to the exercise of stock options. This
compared to a net cash usage of $13,000 for the three months ended January 31, 2003 which related to payments on capital lease obligations and long term debt.



We believe that our cash and cash equivalents and short-term investments as of January 31, 2004 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 2005 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



The 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. On an on-going basis, we evaluate our estimates. We
base our estimates on historical



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experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results
may differ from these estimates under different assumptions or conditions.



We 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 which consist of post-contract customer support (PCS); and (iii) professional services which include consulting and training. We
recognize revenue in accordance with the American Institute of Certified Public Accountants (AICPA) Statement of Position 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, we defer the fair value of PCS related to the arrangement and recognize the remainder as license revenue, when paid, provided all other revenue recognition criteria are met. Generally, we provide payment terms that range from
thirty to ninety days from the invoice date. Accordingly, payment terms that exceed ninety days are not considered fixed or determinable and revenue is recognized as payments become due. When contracts contain multiple elements, and for which vendor
specific objective evidence (VSOE) of fair value exists for the undelivered elements, we recognize revenue for the delivered elements based upon the residual method. VSOE is generally the price for products sold separately or the renewal
rate in the agreement for PCS. Undelivered elements consist primarily of PCS and other services such as consulting, mentoring and training. Services are generally not considered essential to the functionality of the software. We recognize revenue
allocated to PCS ratably over the period of the contracts, which is generally twelve months. For revenue related to consulting services, we recognize revenue as the related services are performed. 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. 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



We have several foreign subsidiaries, which together account for approximately 50% of our net revenues for the quarter ended
January 31, 2004, and 17% of our assets and 27% of our total liabilities as of January 31, 2004.



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



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



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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, and Australian and Canadian dollars. Any future translation gains or losses could be
significantly higher than those noted in each of these periods. In addition, if we determine that a change in the functional currency of one of our subsidiaries has occurred at any point in time, we would be required to include any translation gains
or losses from the date of change in our statement of operations.



Allowance for Doubtful Accounts



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



Stock-based Compensation



Our Company accounts for stock-based employee
compensation arrangements using the intrinsic value method in accordance with provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and Financial Accounting Standards Board
Interpretation No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans (FIN 28), and complies with the disclosure provisions of Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation (SFAS 123). Under APB 25, compensation expense is based on the difference, if any, on the date of grant, between the fair value of our Companys common stock and the exercise price. SFAS 123 defines a
fair value based method of accounting for an employee stock option or similar equity investment. Our Company accounts for equity instruments issued to non-employees in accordance with the provisions of SFAS 123 and Financial Accounting
Standards Board Emerging Issues Task Force Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services (EITF 96-18).



An alternative method to the intrinsic value method of accounting for
stock-based compensation is the fair value approach prescribed by SFAS 123, as amended by SFAS No. 148 Accounting for Stock-Based CompensationTransition and Disclosure. If the Company followed the fair value approach, the Company would be
required to record deferred compensation based on the fair value of the stock option at the date of grant. The fair value of the stock option is required to be computed using an option-pricing model, such as the Black-Scholes option valuation model,
at the date of the stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option.



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.



We have limited working capital and may experience
difficulty in obtaining needed funding, which may limit our ability to effectively pursue our business strategies.



As of January 31, 2004, we had $11.5 million in cash and short-term investments, and working capital of approximately $5.6 million. To date, we have not
achieved profitability or positive cash flow on a sustained basis. Although we believe that our current cash, cash equivalents, and any net cash provided by operations will be sufficient to meet our anticipated cash needs for working capital and
capital expenditures for at least the next twelve months, it is possible that events may occur that could render our current working capital reserves insufficient.



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Because our revenue is unpredictable and a significant portion of our expenses are fixed, a reduction in projected
revenue or unanticipated requirements for cash outlays could deplete our limited financial resources, potentially to a serious degree. We may find it necessary to obtain additional equity or debt financing in fiscal 2005 or beyond. If we require
additional external funding, there can be no assurance that we will be able to obtain it on a timely basis if at all, or, if available, on terms acceptable to us. Moreover, additional financing will cause dilution to existing stockholders. If we
cannot secure adequate financing sources on a timely basis, then we would be required, at a minimum, to reduce our operating expenses, which would restrict our ability to pursue our business objectives and could adversely impact our ability to
maintain our revenue levels.



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



Our
operating results have varied and may continue to vary substantially from period to period. The timing and amount of our license fees are subject to a number of factors that make estimating revenues and operating results prior to the end of a
quarter uncertain. While we receive certain recurring revenues on royalty-based license agreements and also from deferred maintenance and support fees, a significant amount of license fees in any quarter is dependent on the execution of new license
sales in a particular quarter. Our professional 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. Operating expenses for any year are normally based on the
attainment of planned revenue levels for that year and are generally incurred ratably throughout the year. As a result, if revenues were less than planned in any period while expense levels remain relatively fixed; our operating results would be
adversely affected for that period. In addition, unplanned expenses such as; increase in salaries, third party software rates, restructuring assumptions, and cost of software development, could adversely affect operating results for the period in
which such expenses were incurred.



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, 2004, we had an accumulated deficit of $208.5 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.



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



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



As we focus on the
new market opportunity in master data management, we may be competing with large, established suppliers and/or systems integrators as well as start-up companies. Some of our current and potential competitors may have greater resources, including
technical and engineering resources, than we do. Since the master data management market is relatively new, we believe that success in developing and selling master data management products will require us to devote appropriate efforts to develop
the strong sales, marketing and development skills required to address new target markets. These efforts may increase our operating costs and, if we



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fail to timely generate revenue from the master data management business, our working capital and operating results could
be adversely affected. There can be no assurance that our efforts to pursue the master data management business will be successful or will not adversely affect our financial condition or results of operations, particularly in the near term.



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



The Internet infrastructure software market in general, and the market for our software and related services in particular, are new, rapidly evolving and highly competitive. We expect the competition in this industry to persist and
intensify as the market continues to consolidate. Many of our competitors, including but not limited to IBM, BEA Systems, 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.



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



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



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



| |  |  | 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.



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



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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.



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



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 past 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. 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. 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 Market Could Harm Our Business.



Versatas common stock currently trades on the NASDAQ National Market, which has certain quantitative continued listing requirements. Our balance
sheet as of the end of fiscal year 2003 showed that we no longer met the NASDAQ National Markets minimum stockholder equity requirement. As a result, we have made a request to transfer the listing of our common stock from the NASDAQ National
Market to the NASDAQ SmallCap Market. It



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is likely that our transfer to the Small Cap Market will occur in March. If, after our transfer, we are unable to
maintain compliance with the Small Cap Markets continued listing requirements, our common stock could be de-listed from the Small Cap Market, with future sales conducted only in the over the counter market. A transfer to the over the counter
market could have a negative impact on the price and liquidity of our common stock.



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



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



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



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



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



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



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



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



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



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. 104, Revenue Recognition in Financial Statements (SAB 104), which explains how the SEC staff believes existing
revenue recognition rules should be applied to or interpreted for transactions not specifically addressed by existing rules. These standards address software revenue recognition matters primarily from a conceptual level and do not include specific
implementation guidance. We believe that our revenue has been recognized in compliance with SOP 97-2, SOP 98-9 and SAB 104. However, the accounting profession and regulatory agencies continue to discuss various provisions of these pronouncements
with the objective of providing additional guidance on their application. These discussions and the issuance of new interpretations, once finalized, could lead to unanticipated reductions in recognized revenue. They could also drive significant
adjustments to our business practices, which could result in increased administrative costs, lengthened sales cycles and other changes which could adversely affect our results of operations.



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



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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.



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 products, our services revenue will also likely decline. Our service revenue is 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 2003, 2002 and fiscal 2001, or a decline in the percentage of customers who renew their annual support agreements, our 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 resellers, particularly IBM. Our agreement with IBM provides for our current relationship to continue through December 31, 2004. We do not anticipate the renewal of this agreement with IBM as IBM acquired Rational Corporation
last year and Rational offers competing products. 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



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to embed our solutions in their products. It is possible that we will not be able to increase the efficiency of our
direct sales force or other distribution channels, or secure license agreements with additional ISVs on commercially reasonable terms. Moreover, even if we succeed in these endeavors, it still may not increase our revenues. If we invest resources in
these types of expansion and our revenues do not correspondingly increase, our business, results of operations and financial condition will be materially and adversely affected.



We rely on informal relationships with a number of consulting and systems integration firms to enhance our sales, support,
service and marketing efforts, particularly with respect to implementation and support of our products as well as lead generation and assistance in the sales process. We will need to expand our relationships with third parties in order to support
license revenue growth. Many such firms have similar, and often more established, relationships with our principal competitors. 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.



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



If We 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.



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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 depends to a large extent on the continued service of our senior management and other key employees and the hiring of key qualified employees. In the software industry,
there is substantial and continuous competition for highly skilled business, product development, technical and other personnel. We may experience increased compensation costs that are not offset by either improved productivity or higher prices. We
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.



If We Are Unable To Timely Satisfy Certain Obligations Under our Headquarters Newly Renegotiated Lease Agreement With Our Landlord, and Fail to
Cure Any Defaults, Any Legal Action Taken Against Us By the Landlord Could Harm Our Financial Condition and Operating Results.



Versata has renegotiated its headquarters lease in Oakland, California with its landlord. Under the lease amendment, certain actions must be satisfied on
a timely basis including landlords draw of Versatas letter of credit and the issuance of warrants for 50,000 shares of common stock at fair market value. If we are unable to satisfy such obligations on a timely basis following receipt of
any default notice, and if we fail to cure within applicable notice and cure periods, the landlord could elect to sue us for damages. Such actions taken against us by the Landlord could harm our financial condition and operating results.



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 our cash 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.



All of the cash equivalents and short-term investments are treated as available-for-sale. Investments in both
fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less
income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if forced to sell securities that have seen
a decline in market value due to changes in interest rates. However, the Company reduces its interest rate risk by investing its cash in instruments with short maturities. As of January 31, 2004, the average number of days to maturity for the
instruments held by the Company was 73 and the average yield earned on cost was 1.26%.



Foreign Currency Risks.    As of January 31, 2004, the Company 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



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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.



Item 4.    Controls and Procedures



Evaluation of disclosure controls and procedures.    Based on the evaluation of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and
15d-15(e) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), the Companys Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this report the Companys disclosure
controls and procedures were effective.



Changes in internal
controls.    There were no changes in the Companys internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial reporting.



25



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##### Table of Contents

PART II.    OTHER INFORMATION



Item 1.    Legal Proceedings



Securities Class Action and State Derivative Actions



On February 14, 2003, the United States District Court for the Northern District of California issued Orders of Final Approval of the Settlements of the consolidated securities class action and the consolidated derivative action that were
all initially filed in 2001. Pursuant to the terms of the settlement, Versatas directors and officers insurers paid $9.75 million and implemented certain corporate therapeutics. In addition, Versata issued 200,000 shares of common stock in
January 2004 to the Class. The shares of common stock have a $3.50 per share put option exercisable for 20 trading days commencing one year after distribution; however, the put shall expire should our stock trade above $3.50 per share for 15 trading
days during the one year period following distribution. As of January 31, 2004 we had accrued $700,000 for this liability in accrued restructuring and other in the accompanying financial statements.



Litigation and Other Claims



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



Item 2.    Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities



On January 28 2004, the Company issued 200,000 shares of Common Stock pursuant to the terms of a court approved settlement of the securities class action
described above in Item 1. Legal Proceedings. The securities were exempt from registration under Section 3(a)(10) of the Securities Act of 1933.



Item 3.    Defaults on Senior Securities



None.



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



None.



Item 6.    Exhibits and Reports on Form 8-K



6(a) Exhibits.



|              |  |                                                                                                                                                                      
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                              
|              | 
|2.1(1)        |  | Agreement and Plan of Reorganization by and among Versata, Inc., VATA Acquisition Corp., Verve, Inc. and Certain Shareholders of Verve,
Inc., dated October 18, 2000.
|              | 
|3.1(2)        |  | Amended and Restated Certificate of Incorporation of Versata.                                                                                                        
|              | 
|3.2(2)        |  | Amended and Restated Bylaws of Versata.                                                                                                                              
|              | 
|4.1(2)        |  | Form of Specimen Common Stock Certificate.                                                                                                                           
|              | 
|10.1(2)*      |  | 2000 Stock Incentive Plan of Versata.                                                                                                                                
|              | 
|10.2(2)*      |  | Employee Stock Purchase Plan of Versata.                                                                                                                             
|              | 
|10.3(2)       |  | Fourth Amended and Restated Investors Rights Agreement, among Versata and some of its stockholders, dated November 30,
1999.                                        
|              | 
|10.4(2)       |  | Form of Indemnification Agreement entered into between Versata and each of its directors and executive officers.                                                     
|              | 
|10.5(2)       |  | Agreement of Sublease dated October 18, 1999, between Versata and ICF Kaiser International, Inc.                                                                     



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##### Table of Contents

|              |  |                                                                                                                                                                      
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                              
|              | 
|10.6(2)       |  | Loan and Security Agreement, dated January 23, 1997, between Versata and Venture Banking Group, a division of Cupertino National Bank, as
amended September 22, 1998.
|              | 
|10.7(2)       |  | Senior Loan and Security Agreement, dated August 20, 1999, between Versata and Phoenix Leasing Incorporated, as amended on October 1,
1999.                          
|              | 
|10.8(2)+      |  | Joint Product and Marketing Agreement, dated September 27, 1999, between Versata and IBM.                                                                            
|              | 
|10.9(3)       |  | Lease agreement, dated as of April 10, 2000, by and between Versata and Kaiser Center, Inc. for the sublease of office space in Oakland,
CA.                         
|              | 
|10.10(4)      |  | Software Remarketing Agreement, effective September 27, 2000, between Versata and International Business Machines
Corporation.                                       
|              | 
|10.11         |  | 2003 Employment Inducement Award Plan                                                                                                                                
|              | 
|10.12         |  | Fourth Amendment to Lease Agreement                                                                                                                                  
|              | 
|14.1          |  | Code of Business Conduct and Ethics                                                                                                                                  
|              | 
|21.1**        |  | Subsidiaries of Versata.                                                                                                                                             
|              | 
|23.1          |  | Consent of Grant Thornton LLP, Independent Accountants.                                                                                                              
|              | 
|23.2          |  | Consent of PricewaterhouseCoopers LLP, Independent Accountants.                                                                                                      
|              | 
|31.1          |  | Certification of Chief Executive Officer Pursuant To Rules 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.             
|              | 
|31.2          |  | Certification of Financial Officer Pursuant To Rules 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.                   
|              | 
|32.1          |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                          
|              | 
|32.2          |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                          

---

|+ |  | Specified portions of this agreement have been omitted and have been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|** |  | Previously filed.
|-- |  | -----------------

|(1) |  | Incorporated by reference from the Companys Form 8-K dated December 1, 2000.
|--- |  | -----------------------------------------------------------------------------

|(2) |  | Incorporated by reference from the Companys Registration Statement on Form S-1 (File No. 333-92451).
|--- |  | -----------------------------------------------------------------------------------------------------

|(3) |  | Incorporated by reference from the Companys Form 10-Q dated August 14, 2000.
|--- |  | -----------------------------------------------------------------------------

|(4) |  | Incorporated by reference from the Companys Form 10-Q dated September 24, 2000.
|--- |  | --------------------------------------------------------------------------------



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



None.



Item 6.    Exhibits and Reports on Form 8-K



6(b) Reports on Form 8-K:



The Company filed a Form 8-K on November 25, 2003 with a press release announcing the appointment of Wade Woodson to Versatas Board of Directors.



The Company filed a Form 8-K on February 26, 2004 with a
press release announcing the appointment of Linda Giampa to Vice President, Worldwide Field Operations.



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##### Table of Contents

SIGNATURES



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



|                      |  |  |  |                                                                                                     
|--------------------- |  |  |  | ----------------------------------------------------------------------------------------------------
|                      |  | 
|Dated: March 12, 2004 |  |  |  | /s/    ALAN BARATZ                                                                                  
|                      |  |  |  | Alan Baratz President, Chief Executive
Officer and Director (Duly Authorized Officer)               
|                      |  | 
|Dated: March 12, 2004 |  |  |  | /s/    WILLIAM FREDERICK                                                                            
|                      |  |  |  | William Frederick Chief Financial Officer
Secretary and Vice President (Principal Financial Officer)





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