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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q/A
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended September 30, 2001
Commission File Number 0-29637
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SELECTICA, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0432030
(State of Incorporation) (IRS Employer
Identification No.)
3 West Plumeria Drive, San Jose, CA 95134
(Address of Principal Executive Offices)
(408) 570-9700
(Registrant's Telephone Number, Including Area Code)
Indicate by a check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Approximately 34,887,522 shares of Common Stock, $0.0001 par value, as of
October 31, 2001.
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This amendment is being filed to correct errors relating to the amount of
purchase of short-term investments and net cash provided by (used in) investing
activities contained in the following section of "Item 1 - Condensed
Consolidated Statements of Cash Flows" and the corresponding discussion in
"Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations" under the subsection Liquidity and Capital Resources.
Due to clerical errors, the Company reported that the amount of cash used for
the purchase of short-term investments and net cash provided by investing
activities were approximately $19.2 million and $31.6 million, respectively,
for the quarter ended September 30, 2001. The corrected amount of cash used for
the purchase of short-term investments was approximately $60.3 million and the
net cash used in investing activities was approximately $9.5 million. These
changes have no impact on any amounts or disclosures in the Company's Condensed
Consolidated Balance Sheets, Condensed Consolidated Statements of Operations or
the notes thereto contained in Item 1 of the Form 10Q or any other amounts in
the remainder of the Condensed Consolidated Statements of Cash Flows. Under the
subsection of Liquidity and Capital Resources of the Management's Discussion
and Analysis, the Company reported that the cash provided by investing
activities for the six months ended September 30, 2001 was approximately $12.0
million. The corrected amount of cash used for investing activities was
approximately $9.5 million. This change has no impact on any amounts or
disclosures in the remainder of Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Accordingly, "Item 1 - Condensed Consolidated Statements of Cash Flows" and
the corresponding discussion in "Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of Operations" under the subsection
Liquidity and Capital Resources are hereby amended and restated as follows:
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ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
SELECTICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
September 30,
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2001 2000
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Operating Activities
Net loss................................................................... $(14,068) $ (26,539)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation.............................................................. 2,113 1,145
Loss on disposal of fixed assets.......................................... 32 --
Amortization of private placement discount................................ 254 1,628
Amortization of warrants in connection with license and service agreement. 250 5,202
Amortization of goodwill.................................................. 1,334 390
In-process research and development....................................... -- 1,870
Amortization of development agreement..................................... 1,088 1,055
Amortization of deferred compensation..................................... 1,186 1,744
Accelerated vesting of stock options to employees......................... 125 475
Changes in assets and liabilities:
Accounts receivable..................................................... 11,393 (8,022)
Prepaid expenses and other current assets............................... 941 (524)
Other assets............................................................ 493 (2,263)
Accounts payable........................................................ (1,931) (1,584)
Accrued payroll and related liabilities................................. (2,076) 3,021
Other accrued and long-term liabilities................................. (1,104) (97)
Deferred revenues....................................................... (8,524) 2,899
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Net cash used in operating activities...................................... (8,494) (19,600)
Investing Activities
Capital expenditures...................................................... (45) (4,378)
Acquisition of Wakely..................................................... -- (4,755)
Proceeds from sales of fixed assets....................................... 29 --
Purchase of short term investments........................................ (60,260) (71,357)
Proceeds from sales and maturities of short term investment............... 71,031 --
Purchase of long term investments......................................... (27,498) (30,219)
Proceeds from sales and maturities of long term investment................ 7,286 --
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Net cash provided by (used in) in investing activities..................... (9,457) (110,709)
Financing Activities
Net proceeds from initial public offering................................. -- (129)
Repurchase of common stock................................................ (3,013) --
Proceeds from shareholder notes receivable................................ 298 --
Proceeds from issuance of common stock.................................... 138 238
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Net cash (used in) provided by financing activities........................ (2,577) 109
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Net decrease in cash and cash equivalents.................................. (20,528) (130,200)
Cash and cash equivalents at beginning of the period....................... 73,306 215,825
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Cash and cash equivalents at end of the period............................. $ 52,778 $ 85,625
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Supplemental Cash Flow Information
Deferred compensation related to stock options............................. $ 1,152 $ 408
Warrants issued in connection with development agreement................... $ 226 $ --
See accompanying notes.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Liquidity and Capital Resources
As of September 30, 2001, cash, cash equivalents and short-term investments
totaled approximately $105.9 million, compared to approximately $137.2 million
at March 31, 2001. We currently have no significant capital commitments other
than obligations under operating leases.
We have funded our operations with proceeds from the private sale of common
and preferred stock, and public offering. Cash used in operating activities for
the six months ended September 30, 2001 was approximately $9.0 million and was
primarily as a result of our net loss adjusted for noncash items, decrease in
accounts receivable and deferred revenues.
Cash used for investing activities for the six months ended September 30,
2001 was approximately $9.5 million and consisted primarily of the net
purchases of short-term and long-term investments.
Cash used for financing activities for the six months ended September 30,
2001 was approximately $2.6 million and consisted primarily the stock
repurchase program.
We believe that our existing cash and cash equivalents and our anticipated
cash flows from operations will be sufficient to meet our working capital and
operating resource expenditure requirements for at least in next 12 months.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereto duly authorized.
Date: December 21, 2001
SELECTICA, INC.
By: /s/ Stephen R. Bennion
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Stephen R. Bennion
Chief Financial Officer and Secretary
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