Niku Corporation Form 10-K/A for Period 1/31/03

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. o

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

The aggregate market value of the common stock held by non-affiliates of the registrant as of July 31, 2002, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $16,676,505 (based on the last reported sale price of $2.50 on July 31, 2002).

The number of shares outstanding of the registrant’s common stock as of June 30, 2003 was 11,921,440.

This annual report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. A word such as “expects,” “anticipates,” “intends,” “believes” or similar language identifies forward-looking statements. These forward-looking statements include, among other things, statements about the trends we see in our business and the markets in which we operate, the features, functionality and market acceptance of our products and our expectations for our future operating results and cash flows. Forward-looking statements involve risks and uncertainties. Our actual results may differ materially from those contemplated by the forward-looking statements. Factors that might cause or contribute to these differences include, but are not limited to, those discussed in the section entitled “Item 1: Business — Factors That May Affect Future Results” and in other document filed with the SEC under similar caption. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly revise or update any forward-looking statements to reflect events or circumstances after the date of this report.

We provide portfolio management software for large enterprises. Our principal customers within these enterprises are information technology departments, new product development groups and consulting organizations. Our software provides executives with current and accurate information on the status of their projects, programs, resources and budgets, giving them the ability to manage their portfolio with control and predictability. Our software also allows project managers and members of project teams to schedule projects, collaborate and communicate on tasks and deliverables, track time and expense, and create and disseminate best practices for project and program management. Our software is based on a web services architecture that is delivered through a web browser, integrates easily with other applications through extensible markup language (XML), and is scalable to support tens of thousands of users.

We were incorporated in January 1998. We are headquartered in Redwood City, California and conduct operations worldwide directly and through our wholly-owned subsidiaries. Unless otherwise specified, references to “Niku,” “we,” “our,” “us,” or the Company are references to Niku and its consolidated subsidiaries. We operate in one industry segment: software.

Our flagship product is Niku 6. Niku 6 manages individual projects, project and program portfolios, and related resources, linking them in a single repository with the views necessary to categorize and assess current and future projects in the context of business imperatives. Niku 6 offers functionality for project and program management, resource management, financial management (billing and charge-backs), as well as portfolio analysis (categorization and ranking of initiatives) and process improvement (methodologies and templates for project portfolio assessment).

Niku 6 is composed of a base module as well as specific functional modules. The base module, Niku Projects, is required for all installations and includes project management, collaboration, business intelligence, workflow and integration functionality. Six optional modules, which may be licensed individually or as an integrated suite, add advanced functionality. The seven Niku 6 modules are described below.


	•	*Niku Project.* Niku 6 Project helps organizations manage projects from origination to completion. The Niku 6 Project module provides complete functionality for planning, estimating, scheduling, time capture and analysis, collaboration, workflow and reporting, as well as bi-directional integration with Microsoft Project.

	•	*Resource Planner.* Niku 6 Resource Planner offers capabilities to ensure that the right people are working on the right things at the right time. Included in the module are capacity planning and demand management, as well as functionality for resource requisition, resource allocation and resource evaluation. Using this functionality, customers can view and manage resource schedules and can reserve and allocate resources in real time while tracking employee backgrounds and levels of experience in different specialties.

	•	*Portfolio Manager.* Niku 6 Portfolio Manager allows customers to manage groups of projects, to aggregate them into programs and to analyze project portfolios on a return on investment, benefits stream and balanced scorecard basis. The module also offers a customizable portfolio dashboard that provides visibility into the key metric tracking portfolio performance.

	•	*Financial Manager.* Niku 6 Financial Manager offers project-based financial planning capabilities. Included in the module are project budgeting, forecasting and analysis functionality, as well as full support for costing and billing, as well as interdepartmental and intercompany chargebacks allocations.

	•	*Niku Workbench.* Niku 6 Workbench is a desktop application for project scheduling and management that enables project managers to create work breakdown structures with tasks and milestones, set baselines, schedule project plans with dependencies, assign resources to tasks, and


		adjust the schedule as actual work is recorded. All Niku 6 Workbench activities are integrated with the other modules of Niku 6.

	•	*Niku Studio.* Niku 6 Studio contains an authoring environment. Using Niku 6 Studio, customers can create custom pages, modify user interfaces and develop portlets tailored to their specific needs. Niku 6 Studio also includes editing functionality for both menus and charts.

	•	*Niku Author.* Customers wishing to create or customize project-based methodologies may license the Niku 6 Author. This module contains delivery templates including forms, training documents and worksheets, task and role planning capabilities and best practice creation and modification tools. Niku offers an of-the-shelf Six Sigma methodology that includes tasks and forms supporting the DMAIC model. Six Sigma is a management methodology that seeks to improve an organization’s profitability by decreasing its cost of quality.

In addition to Niku 6, we continue to offer and support Niku Portfolio Manager, an established project management product.

The technology underlying Niku 6 is based upon a web services architecture. This architecture supports enterprise class scalability and security, as well as integration with other systems. Key elements of Niku 6 technology include the following:

Three-Tier Architecture. Within Niku 6’s data tier, all of the tables and data are housed in a standard relational database geared for high performance and scalability. In the middle tier, an application server enables the java-based application to be deployed across multiple application servers to easily accommodate global deployments. The application can also be externalized through the corporate firewall to allow internet access to the application. The client tier is a web browser that provides the interface between the user and the application. The client tier also includes traditional Windows clients for specialized functions such as complex project scheduling that are more easily performed with client software.

Web Services Standards. Niku 6 is designed to support leading web services standards. The software we use for the server computers that deliver our applications is written in the most robust version of the Java programming language, Java Two Platform Enterprise Edition (J2EE). We also support web services protocols such as extensible markup language (XML), extensible stylesheet language (XSL) and simple object access protocol (SOAP). As a result, data such as projects, human resource profiles, and financials may be shared with both up-stream and down-stream applications such as enterprise resource planning and customer relation management systems, regardless of architecture. Our support of open standards allows customers with disparate computer systems and networks to utilize our applications without the need to upgrade computer systems, software or equipment.

Scalability. Niku 6 is designed to provide horizontal scalability. The components which make up the product can be placed on separate servers allowing customers maximum flexibility in configuring hardware infrastructure for supporting global implementations.

Security. Niku 6 offers substantial data security. Niku 6 provides multilevel security, security enabled organizational breakdown structures (OBS), secure socket layer (SSL) support and lightweight directory access protocol (LDAP) Integration.

Internationalization. All Niku 6 modules support dynamic language and locale switching. This means that a user can enter and view data in multiple languages and see it displayed by a locale’s date, time and currency format.

Multi-Platform Support. Niku 6 accommodates our customers’ various vendor relationships, information technology budgets, and legacy experience. In particular, the product has been designed to support the major platforms of Sun Solaris, Windows 2000 and HP-UX along with database support for both Oracle and Microsoft SQL Server.

We have technology relationships with hardware and database server vendors because our customers run our product on various hardware and database servers. We incorporate third party technologies into our products for functionalities such as reporting engines, application servers, synchronization engines and search engines. Royalties are calculated based on (1) a percentage of license revenue, (2) the number of seats sold, or (3) the number of servers on which our customers have installed our software. Each of these vendors provides functionalities available from multiple other vendors and that we could develop ourselves. As a result, we do not believe that we are substantially dependent on any of these vendors.

Our customers include the following companies, all of whom accounted for at least $150,000 of license revenue in the year ended January 31, 2003:

No customer accounted for more than 10% of our total revenue in fiscal 2003, 2002 and 2001. See Note 15 to our consolidated financial statements for disclosure regarding our international revenue.

Research and development expenses were $11.9 million, $34.9 million and $37.0 million in fiscal 2003, 2002 and 2001, respectively. In prior years, our research and development efforts focused on a large number of products. In fiscal 2003, these efforts were concentrated on Niku 6 and to a lesser extent Niku Portfolio Manager. In April 2003, we are releasing Niku 6.1, the most recent version of our Niku 6 product.

Sales and marketing expenses were $23.1 million, $70.9 million and $68.0 million in fiscal 2003, 2002 and 2001, respectively. We conduct our sales activities principally through our direct sales force, which includes account executives and pre-sale engineers who are organized in regions in the United States and Europe. In addition, we have a telesales organization based in Redwood City, California. In certain international markets, we offer our products indirectly through channel partners.

Our professional services consultants assist in the implementation and use of our software products. Our consultants provide assistance in all aspects of the implementation process, including requirements assessment, implementation planning and design, content design and creation, data migration, systems integration, deployment and training. We offer multiple customer support options, with customer support professionals on call daily from 8 a.m. to 5 p.m. local time, Monday through Friday in the United States and in Europe. We also offer a technical account manager who can oversees all support issues and drive resolution for the customer.

The market for our products and services, the enterprise portfolio management market, is competitive, dynamic and subject to frequent technological changes. We expect the intensity of competition and the pace of change to increase in the future. Our products compete with products of varying functionality offered by


	•	providers of project management, portfolio management and portfolio analysis software;

	•	enterprise software providers such as JD Edwards, Lawson, Microsoft, Oracle, Peoplesoft, SAP and Siebel Systems; and

	•	providers of professional services automation software.

We do not believe that any one company has a dominant position in the enterprise portfolio management market, although we believe that we are a market leader. However, we may not be able to maintain our competitive position against current or potential competitors, especially those with significantly greater financial, marketing, service, support, technical and other resources mentioned above. Competitors with greater resources may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential employees, distributors, resellers or other strategic partners. We expect additional competition from other established and emerging companies as our market continues to develop. We may not be able to compete successfully against current and future competitors. The principal basis of competition in our market include product functionality, pricing, financial strength of the vendor and customer references. We compete primarily based on the various functionalities of our products described under the section entitled “Products.”

We regard substantial elements of our products as proprietary, and protect them by relying primarily on copyright, trade secret, patent, trademark and service mark laws and restrictions, as well as confidentiality procedures and contractual provisions.

We license rather than sell all our software products and require our customers to enter into license agreements that impose restrictions on their ability to utilize the software or transfer the software to other users. Additionally, we seek to avoid disclosure of our trade secrets through a number of means, including, but not limited to, requiring those persons with access to our proprietary information to execute confidentiality agreements with us and restricting access to our source code.

We rely to a large degree on copyright laws with respect to our software, but we have not made any copyright registration with any government entity with respect to our products. Although registration is not required to obtain protection under copyright laws, our failure to register may limit our ability to seek certain remedies available under such laws. We are currently pursuing one patent application but no patent has issued. We received U.S. registration of the trademarks Niku, the Niku logo, and Do What Matters. These registrations may not provide us with significant protection for our trademarks.

The copyright and trade secret laws, which are the principal source of protection for our intellectual property, offer only limited protection. In addition, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in software are uncertain and still evolving, and the future viability or value of any of our intellectual property rights is uncertain. Effective trademark, copyright and trade secret protection may not be available in every country in which our products are distributed or made available.

As of January 31, 2003, we had a total of 203 employees, including 68 employees in sales and marketing, 61 employees in services and support, 46 employees in research and development and 28 employees in general and administrative functions. Of these, 147 employees were located in the United States and 56 employees were located outside the United States. None of our employees is represented by a collective bargaining agreement, nor have we experienced any work stoppage. We consider our relations with our employees to be good.

We are subject to the informational requirements of the Securities Exchange Act of 1934. We therefore file periodic reports, proxy statements and other information with the Securities and Exchange Commission. Such reports may be obtained by visiting the Public Reference Room of the SEC at 450 Fifth Street, NW, Washington, D.C. 20549, or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically.

Our internet address is www.niku.com. We make available, free of charge, through our internet website copies of our annual report on Form 10-K and quarterly reports on Form 10-Q and amendments to those reports, if any, filed or furnished pursuant to Section 13 (a)or 15 (d) of the Exchange Act, as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.

The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating results. In the case of such an adverse effect, the trading price of our common stock, which has been extremely volatile, could decline and you might lose all or part of your investment.

We have a limited operating history, a history of losses and an accumulated deficit of $499.7 million. Continued losses could deplete our cash resources and may cause us to be unable to implement our business plan.

We were incorporated in January 1998 and began licensing our software in December 1998. Until recently, we experienced GAAP losses for almost every quarter of our history, and have not yet been profitable on an annual basis. We had net loss of $37.8 million in the year ended January 31, 2003. We had an accumulated deficit of $499.7 million as of January 31, 2003. Although our financial results have improved recently, these improvements may not continue, and we may incur losses in the future. Additional losses will reduce the cash available to us to run our business, and unless financing is available to us from other sources, we may become unable to implement our business plan.

Our quarterly financial results have fluctuated significantly in the past, and if our future results are below our expectations or those of our investors, the price of our common stock would likely decline.

Our quarterly operating results have fluctuated significantly in the past and may continue to fluctuate in the future. Our quarterly operating results are likely to be particularly affected by the number of customers licensing our products during any quarter and the size of such licensing transactions which could be impacted during a new release cycle. In addition, we may be unable to accurately forecast our operating results because our operating history is limited and our business and the market in which we operate is changing rapidly and we have limited visibility into our future revenue, especially license revenue, because revenue historically has been heavily concentrated in the third month of each quarter. If we fail to meet expectations, our stock price will likely decline.

We have limited visibility into our future revenue, especially license revenue, which historically has been heavily concentrated in the third month of each quarter due to traditional buying patterns in the software industry in which customers often defer purchases until the third month of a vendor’s fiscal quarter. Since we forecast our expenses based in part on future revenue projections, our operating results would be adversely affected if we cannot meet those revenue projections.


	•	changes in the pricing of our products and services or those of our competitors or the announcement or introduction of new products or services by us or our competitors;

	•	the renewal or non-renewal of annual maintenance contracts to our customers;


	•	the demand for professional services to implement our products and our efficiency in rendering such services;

	•	variability in the mix of our product and services revenue in any quarter;

	•	the amount and timing of operating expenses and capital expenditures relating to the business; and

	•	changes in restructuring accruals based on changes in sublease estimates for lease facilities we vacated.

Due to these and other factors, we believe that period-to-period comparisons of our results of operations are not meaningful and should not be relied upon as indicators of our future performance. If we are unable to meet the expectations of investors with regard to our future operating results, the price of our common stock would likely decline.

The decline in spending on information technology has decreased the demand for our products and services, has adversely affected our revenue and may continue to adversely affect our revenue in the future.

Our total revenue was $48.4 million in fiscal 2003, compared to $67.5 million in fiscal 2002. Our license revenue was $18.7 million in fiscal 2003, compared to $32.0 million in fiscal 2002. While we cannot specifically correlate the impact of macro-economic conditions on our sales activities, we believe that the economic conditions and international conflicts have contributed to a decrease in demand in our market, and in particular, have increased the average length of our sales cycles and decreased the size of our license transactions. To the extent that the current economic climate remains depressed or worsens, or international conflicts develop or worsen, the demand for our products and services, and therefore future revenue, may be further reduced. We may not be able to respond to future revenue reductions in a sufficiently timely manner to avoid increases in future losses. Even if economic conditions improve and international conflicts diminish, corporations may not increase their information technology spending in our market and we may be unable to maintain or improve revenue levels.

Our products have a long sales cycle, which increases the cost of completing sales and renders completion of sales less predictable.

The sales cycle for our products is long, typically from six to nine months, making it difficult to predict the quarter in which we may recognize revenue from a sale, if at all. Our lengthy sales cycle increases our costs and may cause license revenue and other operating results to vary significantly from period to period. Our products often are part of significant strategic decisions by our customers regarding their information systems. Accordingly, the decision to license our products typically requires significant pre-purchase evaluation. We spend substantial time providing information to prospective customers regarding the use and benefits of our products. During this evaluation period, we may expend significant funds in sales and marketing efforts. If anticipated sales from a specific customer for a particular quarter are not realized in that quarter, our operating results may be adversely affected.

We experience seasonality in our sales both in the United States and in our European operations, which could cause our quarterly operating results to fluctuate and could deplete our cash reserves.

We experience seasonality in the licensing of our products and sales of our services. For example, revenue historically has been lower in our first fiscal quarter due to patterns in the capital budgeting and purchasing cycles of our current and prospective customers. We also expect that revenue may decline during July and August, particularly in European markets, such as France, Germany, the United Kingdom and the Netherlands. These seasonal variations in our revenue are likely to lead to fluctuations in our quarterly operating results depleting our cash reserves and adversely affecting our ability to pursue business opportunities.

Because the application of our product is complex, our products may contain undetected defects and errors which could result in loss of or delay in revenue, failure to achieve market acceptance, or increased costs and other liabilities.

Products as complex as those we offer or are developing may contain undetected defects or errors. Despite internal testing and testing by our customers or potential customers, defects or errors may occur in our existing or future products and services. From time to time in the past, versions of our software that have been delivered to customers have contained errors. Such errors could result in additional development costs, diversion of technical and other resources from our other development efforts, or the loss of credibility with our current and prospective customers. In the future, if we are not able to detect and correct errors prior to release, we may experience a loss of or delay in revenue, failure to achieve market acceptance and increased costs to correct errors, any of which could significantly harm our business.

Defects or errors could also result in tort or warranty claims. Warranty disclaimers and liability limitation clauses in our customer agreements may not be enforceable. Furthermore, our errors and omissions insurance may not adequately cover us for claims. If a court were to refuse to enforce the liability-limiting provisions of our contracts for any reason, or if liabilities arose that were not contractually limited or adequately covered by insurance, our business could be harmed.

Implementation of our products may be costly and time-consuming, and customers may become dissatisfied with the implementation time, expense or personnel requirements, which could harm our reputation and adversely affect market acceptance of our products.

Implementation of our products may be costly and time-consuming. Customers could become dissatisfied with our products if implementation requires more time, expense or personnel than they expected. Additionally, our losses could increase if, for customer satisfaction and reputation reasons, we do not bill our customers for time and expenses we incur in connection with these implementation issues, which would adversely affect our operating results. As part of the implementation, our products must integrate with many of our customers’ existing computer systems and software programs. Integrating with a number of computer systems and software programs can be time consuming and expensive and could lead to customer dissatisfaction and increased expenses. In the event that customers become dissatisfied with this process, our reputation may be harmed and the acceptance of our products by the market may decrease.

Market acceptance of our products and services may suffer if we are unable to enhance our products to meet the rapid technological changes in our industry.

Rapidly changing technology and standards may impede market acceptance of our products and services. Our business relies primarily on our licensing the rights to two of our products and their components. Our new products have been designed based upon currently prevailing technologies such as extensible markup language (XML), extensible stylesheet language (XSL), Java Two Platform Enterprise Edition (J2EE) and Simple Object Access Protocol (SOAP). If new technologies emerge that are incompatible with one or both of our products, our products could become obsolete and our existing and potential customers might seek alternatives. We may not be able to adapt quickly to a new technology.

Additionally, we design our products to work with databases such as Oracle Database Server and SQL Server and operating systems such as Sun Solaris, Microsoft Windows and HP UX. Any changes to those databases or operating systems, or increasing popularity of other databases or operating systems, might require us to modify one or both of our products or services and could cause us to delay releasing future products and enhancements. As a result, the timing and nature of new product introductions or product modifications, and increases and decreases in the market acceptance of databases and operating systems, as well as web servers and other enterprise and Internet-based applications could delay our product development, increase our research and development expenses and cause customers to delay evaluation, purchase and deployment of our products.

Because a significant part of our revenues comes from our international operations, we are subject to risks inherent in doing business in foreign countries that could impair our results of operations.

In fiscal 2003, international revenue represented 36.5% of our total revenue, compared to 47.5% in fiscal 2002. International license revenue represented 26.6% of our total license revenue in fiscal 2003, compared to 47.6% in fiscal 2002. Even with these reductions in the percentage of international revenue and international license revenue, international activities remain a significant part of our business.

As we operate internationally, we are exposed to risks that we would not face if we conducted our operations only in the United States. These include:


	•	currency exchange rate fluctuations, particularly in countries where we sell our products in denominations other than U.S. dollars, such as in France, Germany and the Netherlands, or have exposures in intercompany accounts denominated in foreign currencies;

	•	seasonal fluctuations in purchasing patterns in other countries, particularly declining sales during July and August months in certain relevant European markets;

	•	difficulties in collecting accounts receivable in foreign countries, particularly European countries in which collections take more time than the United States and collections are more difficult to effect;

	•	the burdens of complying with a wide variety of foreign laws and reduced protection for intellectual property rights in some countries;

	•	the need to develop internationalized versions of our products and marketing and sales materials; and

	•	tariffs, export controls and other trade barriers.

Our market is highly competitive and characterized by rapid technological change which could make it difficult for us to attract customers, cause us to reduce prices and result in reduced gross margins or loss of market share.

The market for our products and services is competitive, dynamic and subject to frequent technological changes. We expect the intensity of competition and the pace of change to increase in the future. Our products compete with products of varying functionality offered by competing software vendors and products that have been developed by potential customers’ in-house developments and IT organizations. The primary competitive factors include price, product functionality, product installation, product integration, ability to scale, worldwide sales infrastructure, worldwide support infrastructure, and worldwide professional services infrastructure. Some of our competitors include:


	•	providers of project management, portfolio management and portfolio analysis software; and

	•	enterprise software providers such as JD Edwards, Lawson, Microsoft, Oracle, Peoplesoft, SAP and Siebel Systems; and

	•	providers of professional services automation software.

A number of companies offer products that provide some of the functionality of our products. We may not be able to maintain our competitive position against current or potential competitors, especially those with significantly greater financial, marketing, service, support, technical and other resources. Competitors with greater resources may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential employees, distributors, resellers or other strategic partners. We expect additional competition from other established and emerging companies as the market for our software continues to develop. We may not be able to compete successfully against current and future competitors.

We have recently experienced a leadership transition. If the transition is not completed successfully or if any of our key employees leave, our business could be adversely affected.

In November 2002, Joshua Pickus, our chief financial officer, succeeded Farzad Dibachi as our president and chief executive officer. In November 2002, our executive vice president of strategy and planning, who was the wife of our former chief executive officer, also resigned. In January 2003, we hired Michael Shahbazian as our new chief financial officer. Our success will depend to a significant extent on the ability of these executives to function effectively in their new roles and on our ability to retain the services of Mr. Pickus, Mr. Shahbazian and other key employees. We do not have employment contracts for a defined term with our employees. If we lose the services of one or more of our executives or key employees, including if one or more of our executives or key employees decided to join a competitor or otherwise compete directly or indirectly with us, this could harm our business.

If we deplete our limited working capital we may not be able to raise additional funds in the future and might be unable to execute our business plan.

As of January 31, 2003, we had cash and cash equivalents of $16.7 million, including bank borrowings under a term loan of $4.75 million as of January 31, 2003, of which $250,000 plus interest was repaid in March 2003 and $250,000 plus interest was repaid in June 2003. In addition, in the first quarter of fiscal 2004, we completed a private placement with net proceeds to us of approximately $10.2 million. We believe that cash from operations and existing cash will be sufficient to meet our current expectations for working capital and expense requirements for at least the next twelve months based on, among other things, our current revenue and expense projections. However, we may require additional financing. If we were unable to raise capital in the event of ongoing losses and depletion of our available cash resources, the absence of funding would have a material adverse effect on our business. If we issue additional equity securities, stockholders will experience additional dilution and the new equity securities may have rights, preferences or privileges senior to those of the then existing holders of our common stock.

As a result of the repricing of our options, we may continue to incur stock-based compensation expense in future periods, which would adversely affect our results of operations.

We may continue to incur stock-based compensation expense in future periods, which represents non-cash charges incurred as a result of the repricing of our stock options and the issuance of stock and stock options below fair market value. On November 12, 2001, our board of directors, acting pursuant to existing terms of our stock option plans, approved the repricing of approximately 890,000 outstanding stock options with exercise prices above $7.50. The exercise prices of all such stock options were repriced to $7.50, which was the fair market value of our stock on November 12, 2001. There were no changes to the vesting schedules of the repriced options. Options held by our former chief executive officer, former executive vice president of strategy and planning, board of directors and non-employees were not repriced. We are accounting for the repriced options using variable accounting whereby the aggregate intrinsic value of the repriced options is continuously remeasured and amortized to stock-based compensation expense over the vesting periods. Based on the stock price as of January 31, 2003, we recorded $4.8 million in recovery of stock-based compensation for stock-based compensation recognized in fiscal 2002 relating to these repriced stock options, offset by $1.2 million in other stock-based compensation in fiscal 2003. As of January 31, 2003, deferred stock-based compensation relating to these repriced options was zero, reflecting the intrinsic value of unexercised repriced options as of January 31, 2003. To the extent that our stock price increases above $7.50 in future periods for options that were repriced but not tendered pursuant to the voluntary stock option exchange program described below, we will need to record additional stock-based compensation expense.

On April 15, 2003, we announced a voluntary stock option exchange program for our employees. Under the program, our employees were given the opportunity to exchange outstanding stock options previously granted to them with an exercise price greater than or equal to $7.50 per share for a new option exercisable for 1.15 shares for each share subject to the tendered options, to be granted at a future date, at least six months and a day from the cancellation date. The exercise price of these new stock options will be equal to the fair market value of our common stock on the date of grant. On the grant date, the new stock options will be vested

as to the number of stock options that would have been vested on such date had the old stock options not been tendered plus the number of shares that would have been vested had the old option been exercisable for 15% more shares. Our chief executive officer, chief financial officer and members of the board of directors are not eligible to participate in the program. The stock options exchange program did not result in any additional compensation charges or variable plan accounting. On April 15, 2003, stock options for 622,511 shares of common stock were eligible to be exchanged. On May 13, 2003, our employees tendered stock options for 525,031 shares of common stock. We expect to grant our employees stock options to purchase 603,785 shares of common stock at least six months and a day from May 13, 2003. As a result of this stock option exchange program, we will no longer incur stock-based compensation for outstanding stock options for approximately 298,000 shares of common stock that were previously repriced in November 2001. We will continue to incur stock-based compensation for outstanding stock options for approximately 73,000 shares of common stock that were previously repriced in November 2001 that were not tendered pursuant to the stock option exchange program if and to the extent that our stock price increases above $7.50.

If we are unable to protect and enforce our intellectual property rights, our competitors might be able to use our technologies to develop their own products, which would harm our ability to compete.

We regard substantial elements of our products as proprietary and protect them by relying on copyright, trade secrets, patent, trademark and service mark laws and restrictions, as well as non-disclosure agreements and confidentiality procedures and contractual provisions. Any steps we take to protect our intellectual property may be inadequate, time-consuming and expensive. We may be unable to prevent third parties from infringing upon or misappropriating our intellectual property, which could harm our business and our ability to compete.

Although we have taken precautionary measures to maintain our proprietary information, others may acquire equivalent information or otherwise gain access to or disclose our proprietary information. In the event that we are unable to meaningfully protect our rights to our proprietary information, our ability to compete will likely be harmed.

We indemnify our customers against infringement claims involving our products, which could require us to incur substantial costs defending our rights and the interests of our customers.

Our standard product licenses provide that we agree to indemnify our customers against claims that our products infringe upon the intellectual property rights of others. These claims, even if not meritorious, could be expensive and divert management’s attention from operating our business. We could incur substantial costs in defending ourselves and our customers against infringement claims. If we become liable to third parties for infringement of their intellectual property rights, we could be required to pay a substantial damage award and to develop non-infringing technology, obtain one or more licenses for us and our customers from third parties or cease selling the products that contain the infringing intellectual property. We may be unable to develop

Because our stock price is volatile and the trading volume is low, you may not be able to resell your shares at or above the price that your paid, or at all.

The market price of our common stock is extremely volatile and has ranged from over $100 per share to less than $1.00 per share since February 2000 and typically has a low trading volume. We cannot predict the extent to which investor interest in our stock will create or sustain an active trading market. If a more active market does develop, the price of our stock may be highly volatile. The sale of a larger block of our shares could depress the price of our shares to a greater degree than a company that typically has a higher volume of trading in its securities. As a result, the investors in our stock may not be able to liquidate their investment without considerable delay, if at all.

Provisions of Delaware law, our certificate of incorporation and bylaws, certain voting agreements and the concentration of stock ownership could delay or prevent a change of control, even if doing so would benefit our stockholders.

Provisions of Delaware law, our certificate of incorporation and bylaws, certain voting agreements of our stockholders and the concentration of ownership of our stock could have the effect of delaying or preventing a change in control, even if a change in control would be beneficial to our stockholders. These provisions include:


	•	authorizing the issuance of preferred stock without stockholder approval;

	•	prohibiting cumulative voting in the election of directors;

	•	requiring two-thirds of the outstanding shares to approve amendments to some provisions of our certificate of incorporation and bylaws;

	•	requiring a majority of the stockholders to call stockholders meetings; and

	•	prohibiting stockholder actions by written consent.

In addition, Farzad and Rhonda Dibachi, our former chief executive officer and executive vice president of strategy and planning, and Limar Realty Corp. #30, the landlord for a significant facility in Redwood City, California, whose lease we terminated in fiscal 2003, have entered into voting agreements in which they have agreed, in the case of the Dibachis, to vote as recommended unanimously by the board and, in the case of Limar, to vote as recommended by the board or in the same proportion as other votes cast on a given matter (excluding votes by the Dibachis). These provisions could delay or prevent an attempt to replace or remove our management and may make it more difficult for another party to take over our company without the approval of our board.

Further, Walden VC and its related funds beneficially own 21% of our outstanding common stock. This concentration of ownership gives Walden significant power to effect the outcome of matters requiring shareholder approval, including the election of directors or to delay or prevent a change in control of the business that may be in the best interests of other stockholders.

A large percentage of our stock is concentrated with a few shareholders. If any one of those shareholders or a combination of multiple shareholders elected to sell a substantial amount of our common stock it could cause our stock price to decline.

A significant amount of our outstanding stock is now owned by one institution and a few individual investors and will become eligible for immediate resale to the public upon effectiveness of the related registration statement. Any sales of substantial amounts of our common stock in the public market, or the perception that such sales might occur, could harm the market price of our common stock.

Our principal executive office occupies approximately 37,247 square feet in Redwood City, California under a lease that expires in June 2005. We also occupy other leased facilities in the United States and Europe under leases that expire at various times through April 2009.

As part of our restructuring program in fiscal 2002 and 2003, we vacated various facilities and ceased to pay rent on these facilities. As a result of negotiations with the landlords, we terminated the leases for most of these facilities. We are currently seeking to sublease the remaining facilities or terminate the leases for these facilities. We may be unable to sublease these remaining facilities or terminate these leases on acceptable terms.

We believe that our current facilities will be adequate to meet our needs for the foreseeable future.

In August 2001, Goldman, Sachs and Co., Dain Rauscher Wessels, U.S. Bancorp Piper Jaffray and Thomas Weisel Partners, the managing underwriters of our initial public offering (the “IPO”), Niku, and certain of our officers and directors, were named as defendants in a number of purported securities class actions in United States District Court for the Southern District of New York arising out of our initial public offering in February 2000. The complaints in these actions allege, among other things, that the registration statement and prospectus filed with the Securities and Exchange Commission for purposes of the IPO were false and misleading because they failed to disclose that Goldman, Sachs and Co., Dain Rauscher Wessels, U.S. Bancorp Piper Jaffray and Thomas Weisel Partners, the managing underwriters, allegedly (i) solicited and received commissions from certain investors in exchange for allocating to them shares of Company stock in connection with the IPO and (ii) entered into agreements with their customers to allocate such stock to those customers in exchange for the customers agreeing to purchase additional shares of ours in the aftermarket at pre-determined prices. On August 8, 2001 the Court ordered that these actions, along with hundreds of IPO allocation cases against other issuers, underwriters and officers and directors be transferred to one judge for coordinated pre-trial proceedings. In July 2002, omnibus motions to dismiss the complaints based on common legal issues were filed on behalf of all issuers, underwriters and officers and directors. By order dated October 8, 2002, the Court dismissed our officers and directors from the case without prejudice. In an opinion issued on February 19, 2003, the Court granted in part and denied in part the motions to dismiss. The complaints against us and the other issuers and underwriters were not dismissed as a matter of law. A proposed settlement between the plaintiffs and issuer defendants is in the process of being negotiated and approved. These cases remain at a preliminary stage and no discovery proceedings have taken place in relation to the issuers. We believe that the claims asserted against us in these cases are without merit and we intend to defend vigorously against them. These cases seek compensatory damages in unspecified amounts as well as other relief.

A Special Meeting of ours was held on April 10, 2003, during which the following two proposals were voted upon as follows:


	Proposal 1: The issuance and sale of 1,538,495 shares of common stock and warrants to purchase 192,314 shares of common stock, including the issuance of 1,117,302 shares of common stock and warrants to purchase 139,664 shares of common stock to Walden VC.


	Proposal 2: The issuance and sale of 29,412 shares of common stock and warrants to purchase 3,677 shares of common stock to Mr. Ravi Chiruvolu, a member of our board of directors.

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

On November 21, 2002, we effected a one-for-ten reverse stock split of our outstanding common stock.

On December 3, 2002, we transferred the listing of our common stock from the Nasdaq National Market to the Nasdaq SmallCap Market, where it is traded under the symbol “NIKU”. The table below represents the high and low closing sales prices for our common stock as reported by the Nasdaq National Market or Nasdaq SmallCap Market for each quarter in fiscal 2003 and 2002. The price per share has been adjusted to give effect to our reverse stock split.

Our present policy is to retain earnings, if any, to finance future growth. We have never declared or paid any cash dividends on our capital stock and have no present intention of paying any cash dividends in the foreseeable future.

In February 2002, we issued 40,000 shares of our common stock to founders of ABT Corporation, a company we acquired in August 2000. These shares were valued at $21.80 per share based on our stock price on the date of their issuance. These shares were issued in a private placement exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of the Act. On April 9, we filed a Registration Statement on Form S-3 (No 333-85918) to register these shares. The Securities and Exchange Commission declared the Registration Statement, as amended, effective on June 4, 2002.

In May 2002, we issued 4,841 shares of our common stock to former employees of Proamics Corporation, a company we acquired in December 1998. These shares were valued at $7.70 per share based on our stock price on the date of their issuance. These shares were issued in a private placement exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of the Act. On June 11, we filed a Registration Statement on Form S-3 (No 333-90224) to register these shares. The Securities and Exchange Commission declared the Registration Statement effective on June 28, 2002.

In July 2002, we issued a warrant to purchase 15,000 shares of our common stock with an exercise price of $0.10 in connection with the termination of a facility lease in Danville, California. The warrant was issued in a private placement exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of the Act.

In October 2002, we issued a warrant to purchase 1,445,000 shares of our common stock with an exercise price of $0.001 in connection with the termination of a facility lease in Redwood City, California. The warrant was issued in a private placement exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of the Act. The warrant was exercised on November 27, 2002.

In February 2003, we issued 1,549,735 shares of our common stock at a price of $3.35 per share and issued warrants to purchase 193,720 shares of our common stock at a price of $0.40 per warrant share in connection with the initial closing of a private placement. The aggregate offering price for the securities issued in the initial closing was $5.3 million, resulting in net proceeds of approximately $5.2 million. The warrants have an exercise price of $3.40. These shares and warrants were issued in a private placement exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) and Regulation D of the Act. In April 2003, we issued 1,538,495 shares of common stock at a price of $3.35 per share and warrants to purchase 192,314 shares of common stock at a price of $0.40 per warrant share in connection with the subsequent closing of the private placement. The aggregate offering price for the securities issued in the subsequent closing was $5.2 million, resulting in net proceeds of approximately $5.0 million. These warrants have an exercise price of $3.40. These shares and warrants were issued in a private placement exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) and Regulation D of the Act. Total net proceeds from the private placement were approximately $10.2 million.

At March 31, 2003, we had approximately 800 holders of record of our common stock. This does not include the number of persons whose stock is in nominee or “street name” accounts through brokers.

The following selected consolidated financial data should be read in conjunction with our consolidated financial statements and related notes to our consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this annual report on Form 10-K. The consolidated statement of operations data for each of the three years ended January 31, 2003, 2002 and 2001 and the consolidated balance sheet data as of January 31, 2003 and 2002 are derived from our audited financial statements included in this 10-K. The consolidated statement of operations data for the year ended January 31, 2000 and 1999 and the balance sheet data as of January 31, 2001, 2000 and 1999 are derived from our audited financial statements previously filed with the SEC. Prior to fiscal 2003, we had a fiscal year that ended on the Saturday preceding January 31. In fiscal 2003, we changed our fiscal calendar to a calendar month end so fiscal 2003 ended on January 31, 2003. For presentation purposes, fiscal years prior to fiscal 2003 refers to the period’s calendar month end.

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto and the pro forma financial data included elsewhere in this prospectus.

We provide portfolio management software for large enterprises. Our principal customers within these enterprises are information technology departments, new product development groups and consulting organizations. Our software provides executives with current and accurate information on the status of their projects, programs, resources and budgets, giving them the ability to manage their portfolio with control and predictability. Our software also allows project managers and members of project teams to schedule projects, collaborate and communicate on tasks and deliverables, track time and expense, and create and disseminate best practices for project and program management. Our software is based on a web services architecture that is delivered through a web browser, integrate easily with other applications through extensible markup language (XML), and is scalable to support tens of thousands of users.

Accounting policies, methods and estimates are an integral part of the consolidated financial statements prepared by management and are based upon management’s current judgments. Those judgments are normally based on knowledge and experience with regard to past and current events and assumptions about future events. Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ markedly from management’s current judgments. While there are a number of accounting policies, methods and estimates affecting our financial statements, areas that are particularly significant include revenue recognition, allowance for doubtful accounts, impairment of long-lived assets and restructuring reserves for vacated leased facilities.

We derive our revenue principally from licenses of our products, maintenance and support, and delivery of implementation services. We offer our products primarily through our direct sales force. We also offer our products indirectly through certain channel partners.

Revenue from license fees is recognized in accordance with Statement of Position 97-2, Software Revenue Recognition (SOP 97-2), as amended by SOP 98-9, which permits revenue recognition when (1) persuasive evidence of an arrangement exists, (2) delivery of the product has occurred and no significant obligations of ours with regard to implementation remain, (3) the fee is fixed or determinable, and (4) collectibility is probable. If there are sales to channel partners, they are recognized upon sell-through to the end-user customer. We define each of the four criteria above as follows:

Persuasive evidence of an arrangement exists. Our customary practice is to have a written contract, which is signed by both the customer and us, or a purchase order from those customers who have previously negotiated a license agreement with us.

Delivery has occurred. Our software may be either physically or electronically delivered to the customer. Delivery is deemed to have occurred upon meeting one of the following criteria as set forth in the revenue contract: (1) the shipment or electronic delivery of the product, (2) notification of receipt of the product by the customer or (3) notification by the customer of acceptance when such acceptance is required by the terms of the contract. If undelivered products or services exist in an arrangement that are essential to the functionality of the delivered product, revenue is recognized when these products or services are delivered.

The fee is fixed or determinable. We negotiate the fees for our products at the outset of an arrangement. In these arrangements, the majority of the licenses are perpetual and related fees are nonrefundable. The fees are generally due within six months or less. We consider fees relating to arrangements with payment terms extending beyond six months not to be fixed or determinable. If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer.

Collectibility is probable. Collectibility is evaluated on a customer-by-customer basis. A customer’s purchase order or waiver of purchase order is generally required with each arrangement. Where appropriate, new customers are subject to a credit review process, which evaluates the customers’ financial position (e.g. cash position and credit rating) and their ability to pay, and existing customers are subject to a review of payment histories. If collectibility is not considered probable at the outset of an arrangement in accordance with our credit review process, revenue is recognized when the fee is collected.

Revenue from multiple-element software arrangements is recognized using the residual value method. The determination of the fair value of maintenance and support and implementation services is based on the objective evidence of the fair value of each element that is specific to us. Our determination of fair value of each element in multiple-element arrangements is based on vendor-specific objective evidence (VSOE). The VSOE for each element is established when the same element is sold separately. We have analyzed and determined that we have sufficient VSOE to allocate revenue to the maintenance and support services and implementation services components of our perpetual license arrangements. VSOE for maintenance and support is determined based upon the customer’s annual renewal rates for this element. We sell our implementation services separately and have established VSOE on that basis.

Assuming all other revenue recognition criteria are met, revenue from licenses is recognized upon delivery using the residual method in accordance with SOP 98-9. Our software products are fully functional upon delivery and implementation and do not require significant modifications. The customer may implement using their own resources or obtain the services of other implementation service organizations to provide these services. Therefore, our implementation services are not considered essential to the functionality of the other elements of the arrangement. The revenue allocable to the implementation services is generally recognized as services are performed. Maintenance and support revenue is deferred and recognized on a straight-line basis over the contractual service period, which is typically one year.

We have never engaged in a transaction in which we provided product licenses or services to a customer in exchange for an equity interest. We recognized no revenue under any type of reciprocal arrangements in fiscal 2003 or in fiscal 2002. Revenue recognized under reciprocal arrangements was $16.4 million in the year ended January 31, 2001, of which approximately $630,000 involved nonmonetary exchanges.

Deferred revenue includes amounts billed to customers for which revenue has not been recognized. Deferred revenue generally results from the following: (1) maintenance and support, (2) implementation services not yet rendered for which we have been paid, and (3) transactions in which one of the four revenue recognition criteria has not been met but cash has been received.

Accounts receivable are recorded net of allowances for doubtful accounts and totaled $7.2 million and $12.8 million as of January 31, 2003 and 2002, respectively. The allowances for doubtful accounts were $1.0 million and $3.0 million as of January 31, 2003 and 2002, respectively. We regularly review the adequacy of our allowance for doubtful accounts after considering the amount of the aged accounts receivable, the age of each invoice, each customer’s expected ability to pay and our collection history with each customer. We review any invoice greater than 30 days past due to determine if an allowance is appropriate based on the risk category using the factors discussed above. In addition, we maintain a reserve for all invoices by applying a percentage to aging categories based on historical loss experience. The allowance for doubtful accounts represents our best estimate, but changes in circumstances such as our customers’ financial positions may result in a requirement for additional allowances in the future.

We evaluate our long-lived assets, including goodwill and identifiable intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Factors we consider important that could trigger an impairment review include, but are not limited to, a significant decline in our stock price for a sustained period, our market capitalization relative to net book value, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for our overall business, and significant negative industry or economic trends. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If these assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The estimate of fair value of an asset considers prices for similar assets and the results of valuation techniques to the extent available under the circumstances. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

There were no asset impairment and other charges in fiscal 2003 except for an impairment charge of a strategic equity investment made in April 2000. In April 2000, we purchased 75,000 shares of the private company’s common stock at $6.67 per share. We regularly performed an impairment assessment of this $500,000 investment. In performing an impairment assessment, we considered the private company’s current solvency, future access to capital and recent equity transactions. Based on an analysis of these factors, including the terms in a proposed financing in fiscal 2003 which indicated that its price per share has dropped to $0.32 per share, we determined that the investment impairment was other than temporary. The carrying value of our strategic equity investment was zero at January 31, 2003.

Asset impairment and other charges in fiscal 2002 were as follows: In the first quarter of fiscal 2002, we performed an impairment assessment of our goodwill and other intangible assets recorded in connection with our acquisitions of Legal Anywhere, bSource.com, 600 Monkeys and Alyanza Software due to a change in our product plan related to certain acquired technologies. This assessment was based on the expected future cash flows from goodwill and intangible assets over their remaining useful lives. The determination of cash flows was based on our decision to abandon certain product lines acquired as part of the acquisitions of these companies, as a result of our restructuring plan. As a result of this assessment, we recorded $23.2 million in

asset impairment charges. This amount included $20.4 million to write down the net book value of certain goodwill and other intangible assets from our acquisitions of Legal Anywhere (excluding $1.3 million in core and developed technologies), bSource, 600 Monkeys and Alyanza to zero except for the carrying value of Legal Anywhere’s goodwill and customer lists, which was reduced to their estimated fair value of $1.8 million. In the second quarter of fiscal 2002, we performed an additional impairment assessment of goodwill and other intangible assets recorded in connection with our acquisitions of ABT, Proamics and Legal Anywhere. This assessment was triggered and performed primarily due to a significant decline in our stock price, which resulted in the net book value of our assets significantly exceeding our market capitalization. As a result of this assessment, we recorded $99.8 million in asset impairment charges in the second quarter of fiscal 2002 which reduced the fair value of goodwill and other intangible assets related to our acquisitions of ABT (excluding $6.3 million in developed and core technologies), Proamics (excluding $8.3 million in developed and core technologies) and Legal Anywhere to zero.

There was no impairment of developed and core technologies in fiscal 2003 or fiscal 2001. Impairment of developed and core technologies was $15.9 million in fiscal 2002. In the first quarter of fiscal 2002, we performed an impairment assessment of our developed and core technology in connection with our acquisition of Legal Anywhere due to a change in our product plan related to this acquired technology. This assessment was based on expected future cash flows from such developed and core technology over its remaining useful life. The determination of cash flows was based on our decision to abandon certain product lines acquired as part of the acquisition of Legal Anywhere, as a result of our restructuring plan. As a result of this assessment, we recorded $1.3 million in impairment of developed and core technologies charges in the first quarter of fiscal 2002 which reduced the net book value of the developed and core technology related to our acquisition of Legal Anywhere to zero. In the second quarter of fiscal 2002, we performed an additional impairment assessment of developed and core technologies recorded in connection with our acquisitions of ABT and Proamics. This assessment was triggered and performed primarily due to a significant decline in our stock price, which resulted in net book value of our assets significantly exceeding our market capitalization. As result of this assessment, we recorded $14.6 million in impairment of developed and core technologies charge in the second quarter of fiscal 2002 which reduced the fair value of developed and core technologies related to our acquisitions of ABT and Proamics to zero.

The estimate of the fair value was based on the estimated future discounted cash flows for the remaining life of the goodwill and other intangible assets with a discount rate of 25% and an estimated terminal value. The assumptions supporting the estimated cash flows, including the discount rate and an estimated terminal value, reflected management’s best estimates. The discount rate was based upon the weighted average cost of capital for comparable companies. In fiscal 2002, we recorded $138.9 million in asset impairment charges, consisting of $136.1 million relating to goodwill and other intangible assets (including $15.9 million in developed and core technologies), $1.9 million in accelerated depreciation for internally used software and $874,000 to write off fixed assets that we no longer utilized.

We have recorded restructuring charges in connection with vacating certain leased facilities pursuant to our restructuring program. Costs associated with vacated leased facilities include remaining lease liabilities and brokerage fees, offset by estimated sublease income. Estimated sublease income is determined by taking into consideration the type and condition of the subject property, information regarding the local commercial real estate market and expectations about time to obtain a sublessee provided by local commercial real estate brokerages. We regularly review these estimates and to the extent that these estimates change due to changes in market conditions, the ultimate restructuring expenses for vacated leases could vary by material amounts. For example, we recorded $2.4 million in net lease commitment costs on vacated leases in fiscal 2003 related to restructuring activities in fiscal 2002 primarily due to adjustments to estimated future sublease income for certain facilities vacated in fiscal 2002.

Future lease payments, net of estimated sublease income, relating to facilities that we vacated or terminated (but had not yet paid as of January 31, 2003) pursuant to our restructuring program, amounted to $3.5 million, $609,000, $1.0 million, $928,000 and $1.3 million for the twelve months ending January 31, 2004,

2005, 2006, 2007 and 2008, respectively, and $2.4 million thereafter. The $3.5 million in payments mentioned above for the twelve months ended January 31, 2004 for leases we have either vacated or terminated (but had not yet paid as of January 31, 2003) included the final $2.0 million cash payment related to the termination of a major lease in Redwood City, California. This $2.0 million was paid in February 2003.

In February 2003, we entered into a common stock and warrant purchase agreement with various investors led by Walden VC, providing for the issuance of 3,088,230 shares of our common stock at a price of $3.35 per share and warrants to purchase 386,034 shares of common stock at a price of $0.40 per share in a connection with a private placement. The warrants have an exercise price of $3.40. In February 2003, we issued 1,549,735 shares of our common stock and warrants to purchase 193,720 shares of common stock in connection with initial closing of this private placement. In April 2003, our stockholders approved the issuance of the remaining 1,538,495 shares of our common stock and warrants to purchase 192,314 shares of common stock in connection with the subsequent closing of this private placement and we issued such common stock and warrants. Total estimated net proceeds from the private placement approximated $10.2 million. Total shares and warrants outstanding following the private placement were approximately 11,853,646 (including options exercised subsequent to January 31, 2003) and 405,617, respectively.


	•	On an actual basis; and

	•	On a pro forma basis to reflect the issuance of 3,088,230 shares of our common stock in connection with the private placement discussed above resulting in total net proceeds of approximately $10.2 million.


	•	1,496,642 shares of our common stock subject to options outstanding as of January 31, 2003 at a weighted average exercise price of $9.74 per share.

	•	Warrants to purchase 19,583 shares of common stock as of January 31, 2003 at a weighted average exercise price of $27.18 per share.

	•	Warrants to purchase 386,034 shares of common stock as noted above with an exercise price of $3.40 per share.

The pro forma information has not been prepared in accordance with GAAP or Article 11 of Regulation S-X. The pro forma information has been provided to demonstrate satisfaction of the continued listing requirement of Nasdaq. Management believes the information is useful for this purpose.

On November 21, 2002, we effected a one-for-ten reverse stock split of our outstanding common stock. All information regarding common stock, stock options, warrants and loss per share amounts in this annual report on Form 10-K has been restated to reflect the reverse stock split.

On November 12, 2001, our board of directors, acting pursuant to existing terms of our stock option plans, approved the repricing of approximately 890,000 outstanding stock options with exercise prices above $7.50. The exercise prices of all such stock options were repriced to $7.50, which was the fair market value of our stock on November 12, 2001. There were no changes to the vesting schedules of the repriced options. Options held by our former chief executive officer, former executive vice president of strategy and planning, board of directors and non-employees were not repriced. We are accounting for the repriced options using variable accounting whereby the aggregate intrinsic value of the repriced options is continuously remeasured and amortized to stock-based compensation expense over the vesting periods. Based on the stock price as of January 31, 2003, we recorded $4.8 million in recovery of stock-based compensation in fiscal 2003 for stock-based compensation recognized in fiscal 2002 relating to these repriced stock options, offset by $1.2 million in other stock-based compensation in fiscal 2003. As of January 31, 2003, deferred stock-based compensation relating to these repriced options was zero, reflecting the intrinsic value of unexercised repriced options as of January 31, 2003. To the extent that our stock price increases above $7.50 in future periods for options that were repriced but not tendered pursuant to the voluntary stock option exchange program described below, we will need to record additional stock-based compensation expense.

In October 2002, we cancelled options to purchase 55,000 shares of common stock held by our chief executive officer and granted him options to purchase 150,000 shares of common stock at a price of $1.50, which was the closing price of our common stock on the grant date. As a result, based on the closing price of our common stock of $4.19 on January 31, 2003, we recorded $96,000 in stock-based compensation in fiscal 2003. In addition, based on the closing price of our common stock of $4.67 on April 30, 2003, we recorded $35,000 in stock-based compensation in the first quarter of fiscal 2003. On May 23, 2003, our chief executive officer exercised all of his repriced stock options to purchase 55,000 shares of common stock and we recorded an additional $56,000 in stock-based compensation in May 2003. As all repriced options were exercised, we will no longer be required to record additional stock-based compensation relating to these stock options in the future.

On April 15, 2003, we announced a voluntary stock option exchange program for our employees. Under the program, our employees will be given the opportunity to exchange outstanding stock options previously granted to them with an exercise price greater than or equal to $7.50 per share for a new option exercisable for 1.15 shares for each share subject to the tendered options, to be granted at a future date, at least six months and a day from the cancellation date. The exercise price of these new stock options will be equal to the fair market value of our common stock on the date of grant. On the grant date, the new stock options will be vested as to the number of stock options that would have been vested on such date had the old stock options not been

tendered plus the number of shares that would have been vested had the old option been exercisable for 15% more shares. Our chief executive officer, chief financial officer and members of the board of directors are not eligible to participate in the program. The stock options exchange program did not result in any additional compensation charges or variable plan accounting. On April 15, 2003, stock options for 622,511 shares of common stock were eligible to be exchanged. On May 13, 2003, our employees tendered stock options for 525,031 shares of common stock. We expect to grant our employees stock options to purchase 603,785 shares of common stock at least six months and a day from May 13, 2003. As a result of this stock option exchange program, we will no longer incur stock-based compensation for outstanding stock options for approximately 298,000 shares of common stock that were previously repriced in November 2001. We will continue to incur stock-based compensation for outstanding stock options for approximately 73,000 shares of common stock that were previously repriced in November 2001 that were not tendered pursuant to the stock option exchange program to the extent that our stock price increases above $7.50.

We prepare and release quarterly unaudited financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). We also disclose and discuss certain pro forma financial information in the quarterly and annual financial results press release and investor conference call. This pro forma financial information excludes certain non-cash and special charges, consisting primarily of stock-based compensation, restructuring and other charges, impairment charges and amortization of goodwill and other intangible assets. We believe the disclosure of the pro forma financial information helps investors evaluate the results of our ongoing operations. However, we urge investors to carefully review the US GAAP financial information included as part of our quarterly reports on Form 10-Q and our annual reports on Form 10-K. The investors should also read the portions of our quarterly and annual financial results press releases which compare US GAAP financial information with the pro forma financial results, and include a reconciliation of the US GAAP and pro forma financial information.

License. License revenue consists of revenue from licenses of our software products. License revenue was $18.7 million, $32.0 million and $47.6 million in fiscal 2003, 2002 and 2001, respectively, decreasing 41.5% in fiscal 2003 from fiscal 2002 and decreasing 32.8% in fiscal 2002 from fiscal 2001. The year-over-year decrease in license revenue in absolute dollars was primarily attributable to a slowdown in corporate information technology spending and the restructuring program we implemented in fiscal 2003 and fiscal 2002, which reduced the number of revenue-producing account executives. The slowdown in corporate information technology spending was primarily due to deteriorating results of our customers and their need to implement previously purchased software from other vendors. License revenue also decreased due to a decline in the average size of license sales in part as a result of fewer seats being purchased and in part as a reduction in per seat price.

Services. Services revenue consists of revenue from the delivery of implementation services and maintenance and support contracts. Services revenue from implementation services in fiscal 2003, 2002 and 2001 was $11.5 million, $14.8 million and $12.9 million, respectively, decreasing 22.7% in fiscal 2003 from fiscal 2002 and increasing 14.9% in fiscal 2002 from fiscal 2001. The decrease in services revenue from implementation services in absolute dollars in fiscal 2003 from fiscal 2002 was primarily attributable to a decrease in the size of the implementation services organization pursuant to the restructuring program we implemented in fiscal 2002 and 2003, which reduced revenue-producing implementation services consultants and a decrease in license revenue that led to a decrease in demand for implementation services. The increase in services revenue from implementation services in absolute dollars in fiscal 2002 from fiscal 2001 was primarily attributable to an increase in customer implementations. Service revenue from maintenance and support contracts was $18.2 million, $20.7 million and $8.4 million in fiscal 2003, 2002 and 2001, respectively, decreasing 11.8% in fiscal 2003 from fiscal 2002 and increasing 145.6% in fiscal 2002 from fiscal 2001. The decrease in services revenue from maintenance and support in absolute dollars in fiscal 2003 from fiscal 2002 was primarily attributable to a decrease in the number of supported users for maintenance renewals and a decrease of $1.9 million in amortization of deferred maintenance revenue we assumed from the ABT acquisition in August 2000. The increase in services revenue from maintenance and support contracts in absolute dollars in fiscal 2002 from fiscal 2001 was primarily attributed to new maintenance contracts and maintenance renewals relating to a larger installed base. We believe a decrease in license revenue will cause services revenue to decrease.

Cost of license revenue. Cost of license revenue includes royalties due to third parties for embedding their technologies in our products, product packaging, documentation, shipping costs and amortization of developed and core technologies. Cost of license revenue was $977,000, $8.2 million and $13.2 million in fiscal 2003, 2002 and 2001, respectively, representing 5.2%, 25.6% and 27.7% of total license revenue in the respective year. The decrease in cost of license revenue in absolute dollars in fiscal 2003 from fiscal 2002 was primarily attributable to no amortization of developed and core technologies in fiscal 2003 compared to $6.5 million in fiscal 2002, a decline in license revenue and the introduction of Niku 6 in fiscal 2002, which required lower royalties due to third parties than certain prior products. There were no amortization of developed and core technologies in fiscal 2003 as the related intangible assets were impaired in the first and second quarter of fiscal 2002. The decrease in absolute dollars in fiscal 2002 from fiscal 2001 was primarily attributable to a decrease of $3.7 million in amortization of developed and core technologies and a decline in license revenue that decreased royalties due to third parties. Amortization of developed and core technologies decreased in fiscal 2002 as the related intangible assets were impaired in the first and second quarter of fiscal 2002. Royalties were calculated and paid quarterly based on among other things, the percentage of total license revenue, the number of seats sold or the number of servers on which our customers install our software.

Cost of services revenue. Cost of services revenue includes salaries and related expenses for our implementation services and maintenance and support personnel and the costs of third parties contracted to provide implementation services to our customers. Cost of services revenue was $12.8 million, $24.4 million and $17.6 million in fiscal 2003, 2002 and 2001, respectively, representing 43.0%, 68.8% and 82.5% of total services revenue in each respective year. The decrease in cost of services revenue in absolute dollars in fiscal 2003 from fiscal 2002 was primarily attributable to a $5.7 million decrease in salaries and benefits as a result of reductions in headcount pursuant to the restructuring program we implemented in fiscal 2002 and 2003, a $1.6 million reduction in costs for third parties contracted to implement our products and increased efficiencies within the implementation services organization. The increase in cost of services revenue in absolute dollars in fiscal 2002 from fiscal 2001 was primarily attributable to an increase of $4.4 million in salary and benefits in the first six months of fiscal 2002 compared to the first six months of fiscal 2001, offset in part by a decrease in salary and benefits in the second half of fiscal 2002 pursuant to the restructuring program we initiated in fiscal 2002 and a $1.5 million increase due to the reclassification of $1.5 million for reimbursements of out of pocket expenses in accordance with EITF No. 01-14. Cost of services revenue as a percentage of total services revenue decreased in each sequential year primarily as a result of the reductions in headcount.

Impairment of developed and core technologies. There was no impairment of developed and core technologies in fiscal 2003 or fiscal 2001. Impairment of developed and core technologies was $15.9 million in fiscal 2002. In the first quarter of fiscal 2002, we performed an impairment assessment of our developed and core technology in connection with our acquisition of Legal Anywhere due to a change in our product plan related to this acquired technology. This assessment was based on expected future cash flows from such developed and core technology over its remaining useful life. The determination of cash flows was based on our decision to abandon certain product lines acquired as part of the acquisition of Legal Anywhere, as a result of our restructuring plan. As a result of this assessment, we recorded $1.3 million in impairment of developed and core technologies charges in the first quarter of fiscal 2002 which reduced the net book value of the developed and core technology related to our acquisition of Legal Anywhere to zero. In the second quarter of fiscal 2002, we performed an additional impairment assessment of developed and core technologies recorded in connection with our acquisition of ABT and Proamics. This assessment was triggered and performed primarily due to a significant decline in our stock price, which resulted in net book value of our assets significantly exceeding our market capitalization. As a result of this assessment, we recorded $14.6 million in impairment of developed and core technologies charge in the second quarter of fiscal 2002 which reduced the fair value of developed and core technologies related to our acquisitions of ABT and Proamics to zero.

Impairment of licensed technology. There was no impairment of licensed technology in fiscal 2003 or fiscal 2001. In fiscal 2002, we determined that the carrying value of certain royalties that we had prepaid for the right to third party licensed technology would not be realized. We recorded $9.4 million in impairment of

licensed technology, including $8.5 million from prepaid royalties and $850,000 from royalties paid in fiscal 2002, in each case on third-party technologies which we did not include with our products to the extent required under the applicable contracts or at all due to a change in our product plan.

Sales and marketing. Sales and marketing expenses consist primarily of salaries, advertising, commissions, bonuses, travel and bad debt expense. Sales and marketing expenses were $23.1 million, $70.9 million and $68.0 million in fiscal 2003, 2002 and 2001, respectively, representing 47.7%, 105.1% and 98.7% of total revenue in each respective year. The decrease in sales and marketing expenses in absolute dollars in fiscal 2003 from fiscal 2002 was primarily attributable to a $15.3 million reduction in salaries and benefits and a $2.6 million decrease in other employee related costs resulting from reductions in headcount and salary reductions effected pursuant to the restructuring program we implemented in fiscal 2002 and 2003 and a decrease of $9.0 million in bad debt expense resulting from an increase in collection rates. Sales and marketing expenses also decreased due to a $6.1 million decrease in commissions and bonuses, as a result of a decrease in revenue. Sales and marketing further decreased due to a $3.7 million decrease in advertising, a $2.8 million decrease in travel and a $2.7 million decrease in outside services as a result of our cost-cutting initiatives. The increase in sales and marketing expenses in absolute dollars in fiscal 2002 from fiscal 2001 was primarily attributable to an increase of $6.6 million in bad debt expenses necessitated primarily by the deterioration in the credit of certain customer accounts caused by a significant downturn in the industries in which we sell and a contraction of the overall economy. Sales and marketing expenses in absolute dollars in fiscal 2002 also increased from fiscal 2001 due to $6.3 million in higher salaries attributable to higher headcount in the first six months of fiscal 2002 compared to the first six months of fiscal 2001 and increases of $1.8 million in commissions and bonuses, offset in part by later reductions in headcount and a decrease of $9.7 million in advertising costs.

Research and development. Research and development expenses consist primarily of personnel and related expenses associated with the development of new products, the enhancement of existing products and quality assurance and testing costs. Research and development expenses were $11.9 million, $34.9 million and $37.0 million in fiscal 2003, 2002 and 2001, respectively, representing 24.6%, 51.7% and 53.7% of total revenue in each respective year. The decrease in research and development expenses in absolute dollars in fiscal 2003 from fiscal 2002 was primarily attributable to a $13.7 million reduction in salaries and benefits and a $205,000 decrease in other employee related costs resulting from reductions in headcount and salary reductions effected pursuant to the restructuring program we implemented in fiscal 2002 and 2003, a $6.2 million decrease in facilities costs and a $2.2 million decrease in outside services primarily related to third-party development services. The decrease in research and development expenses in absolute dollars in fiscal 2002 from 2001 was primarily attributable to a $2.2 million decrease in outside services, a $1.3 million decrease in travel costs relating to the development of our products, a $607,000 decrease in salaries and benefits and a $312,000 decrease in other employee related costs resulting from reductions in headcount, offset in part by a $2.8 million increase in facilities and IT department costs.

General and administrative. General and administrative expenses consist primarily of salaries and other related costs for finance, human resource, information technology and legal department employees, as well as professional services fees. General and administrative expenses were $8.4 million, $15.2 million and $13.1 million in fiscal 2003, 2002 and 2001, respectively, representing 17.4%, 22.5% and 19.0% of total revenue in each respective year. The decrease in general and administrative expenses in absolute dollars in fiscal 2003 from 2002 was primarily attributable to a $5.0 million reduction in salaries and benefits and a $346,000 decrease in other employee related costs resulting from reductions in headcount and salary reductions effected pursuant to the restructuring program we implemented in fiscal 2002 and 2003, a $7.1 million decrease in facilities expense and a $1.5 million decrease in professional services fees, offset in part by a decrease in facilities allocation to other departments. These decreases in absolute dollars in fiscal 2003 from fiscal 2002 were a result of our cost-cutting initiatives. The increase in general and administrative expenses in absolute dollars in fiscal 2002 from 2001 was primarily attributable to a $2.0 million increase in salaries and benefits and a $766,000 increase in bonus expenses, offset by a $617,000 decrease in other employee related costs.

Asset impairment and other. In fiscal 2003, we performed an impairment assessment of a $500,000 strategic equity investment we made in a private company in April 2000. In April 2000, we purchased 75,000 shares of the private company’s common stock at $6.67 per share. In performing an impairment assessment, we considered the private company’s current solvency, future access to capital and recent equity transactions. Based on an analysis of these factors, including the terms in a proposed financing in fiscal 2003 which indicated that its price per share has dropped to $0.32 per share, we determined that the investment impairment was other than temporary and recorded $500,000 in asset impairment charges.

In the first quarter of fiscal 2002, we performed an impairment assessment of our goodwill and other intangible assets recorded in connection with our various acquisitions due to a change in our product plan related to certain acquired technologies. This assessment was based on the expected future cash flows from goodwill and intangible assets over their remaining useful lives. The determination of cash flows was based on our decision to abandon certain product lines acquired as part of the acquisition of these companies, as a result of our restructuring plan. As a result of this assessment, we recorded $23.2 million in asset impairment charges. This amount included $20.4 million to write down the net book value of certain goodwill and other intangible assets from our acquisitions of Legal Anywhere (excluding $1.3 million in developed and core technologies), bSource, 600 Monkeys and Alyanza to zero except for the carrying value of Legal Anywhere’s goodwill and customer lists which was reduced to their estimated fair value of $1.8 million. In the second quarter of fiscal 2002, we also performed an additional impairment assessment of goodwill and other intangible assets recorded in connection with our acquisitions of ABT, Proamics and Legal Anywhere. This assessment was triggered and performed primarily due to a significant decline in our stock price which resulted in the net book value of our assets significantly exceeding our market capitalization. As a result of this assessment, we recorded $99.8 million in asset impairment charges in the second quarter of fiscal 2002 which reduced the fair value of goodwill and other intangible assets related to our acquisitions of ABT (excluding $6.3 million in developed and core technologies), Proamics (excluding $8.3 million in developed and core technologies) and Legal Anywhere to zero. The estimate of the fair value was based on the estimated future discounted cash flows for the remaining life of the goodwill and other intangible assets with a discount rate of 25% and an estimated terminal value. The assumptions supporting the estimated cash flows, including the discount rate and an estimated terminal value, reflect management’s best estimates. The discount rate was based upon the weighted average cost of capital for comparable companies. In fiscal 2002, we recorded $123.0 million in asset impairment charges, consisting of $120.2 million relating to goodwill and other intangible assets, $1.9 million in accelerated depreciation for internally used software and $874,000 to write off fixed assets that we no longer utilized.

Amortization of goodwill and other intangible assets. There was no amortization of goodwill and other intangible assets in fiscal 2003 because all goodwill and other intangibles assets were written off in fiscal 2002. Amortization of goodwill and other intangible asset was $20.8 million and $25.7 million in fiscal 2002 and 2001, respectively.

Restructuring and other. In fiscal 2003, we implemented a restructuring program and recorded the following charges:

We restructured our operations and reduced our workforce by approximately 147 employees in fiscal 2003. These headcount reductions affected all of our functional groups. We recorded $3.9 million in severance costs, of which $1.0 million related to the severance and related charges for our former chief executive officer and former executive vice president of planning and strategy.

We retired $8.6 million in property and equipment in connection with vacating certain facilities. We terminated an equipment lease and acquired the equipment for $2.0 million, of which $1.1 million was written off as a restructuring cost due to equipment no longer in use as a result of reductions in headcount.

We also vacated certain facilities and terminated certain leases, including the lease for a significant facility in Redwood City, California. The $23.0 million in net lease commitments on vacated leases recorded in fiscal 2003 includes $21.8 million related to the termination of the Redwood City lease. The $21.8 million in termination costs include lease termination payments of $7.4 million, the release to the landlord of cash securing a $5.9 million letter of credit that was previously classified as restricted cash, the release of a $2.9 million security deposit and $5.6 million in estimated fair value for warrant issued for 1,445,000 shares of common stock with an exercise price of $0.001. We also recorded a $2.2 million credit in net lease commitment costs related to previously recorded deferred rent relating to the lease. The estimated fair value of the warrant was determined using the Black-Scholes options pricing model with a contractual life of five years, risk-free interest rate of 1.70%, volatility of 150% and expected dividend of 0%. Our future liabilities under the Redwood City lease prior to our termination were approximately $121.7 million.

We also terminated a facility lease in Danville, California. Our future liabilities under this lease, net of estimated sublease income prior to termination, approximated $2.7 million. The termination costs included a $534,000 security deposit released to the landlord, a cash payment of $216,000 and warrants to purchase 15,000 shares of common stock with an exercise price of $0.10 and a fair value of $42,000. The value of these warrants was determined using the Black-Scholes options pricing model with an expected life of five years, risk-free interest rate of 1.70%, volatility of 150% and expected dividend of 0%. We also terminated a facility lease in Atlanta, Georgia for $481,000, consisting of lease termination payment of $181,000 and the release to the landlord of cash securing a $300,000 letter of credit that was previously classified as restricted cash. We also terminated a facility lease in Bellevue, Washington for $10,000, offset by $80,000 for the reversal of future lease payments that had been previously accrued relating to this lease.

We ceased to pay rent on a lease in New York, New York for a facility we vacated in fiscal 2002, and the landlord has drawn upon a letter of credit of $2.6 million secured by a certificate of deposit. We also creased to pay rent on the leases for certain other smaller facilities that we have vacated. We are seeking to terminate these leases or sublease these facilities.

In addition to above restructuring charges relating to facility leases, we recorded $2.4 million in net lease commitment costs on vacated leases in fiscal 2003 related to restructuring activities in fiscal 2002 primarily due to adjustments to estimated future sublease income for certain facilities vacated in fiscal 2002. We also terminated a facility lease in Lincolnshire, Illinois for $388,000, consisting of a lease termination payment of $63,000 and the release to the landlord of cash securing a $325,000 letter of credit that was previously classified as restricted cash. The Company’s future liabilities under this lease, net of estimated sublease income prior to termination, approximated $692,000.

We recorded $346,000 relating to lease payments for computer equipment and car leases that are no longer being utilized as a result of the reductions in headcount.

We recorded a credit of $812,000 for the value of 40,518 escrow shares of our common stock recovered from escrow accounts in which such shares had been placed in conjunction with the acquisitions of ABT Corporation, bSource, Inc., Proamics Corporation and 600 Monkeys Inc. in fiscal 2001.

We also recorded a credit of $1.2 million for the adjustment of stock-based compensation expenses related to the reversal of previously recorded stock-based compensation expenses for employees terminated pursuant to the restructuring program.

We also recorded other restructuring costs related primarily to legal and administrative costs for liquidation of various foreign subsidiaries.

We believe the effect of the restructuring program we implemented in fiscal 2003 is to reduce approximately $12.4 million in salaries, benefits and related employee costs, approximately $10.0 million in facilities expenses and approximately $3.0 million in depreciation expense on an annual basis.

In fiscal 2002, we initiated a restructuring program. We restructured our operations and reduced our workforce by approximately 665 employees and recorded $7.5 million in severance and related charges. These reductions in workforce affected all our functional groups. We vacated 17 leased facilities and recorded $11.0 million in net lease commitment costs. We also recorded $11.8 million in loss on retirement of property and equipment and other assets, including a $1.7 million write-off of prepaid expenses associated with a consulting service arrangement due to the reduction in headcount. We recorded an additional $725,000 in other exit costs to terminate this consulting service arrangement, of which $225,000 represents the value of 300,000 shares of common stock that we issued as part of this termination agreement. We recorded $8.6 million in stock-based compensation adjustment related to the reversal of previously recorded stock-based compensation expenses for employees terminated pursuant to the restructuring program.

As a result of the restructuring program we implemented in fiscal 2002, total salary and related employee benefits decreased $39.5 million, other employee related costs decreased $3.2 million, travel costs decreased $3.3 million, depreciation expense decreased $2.2 million and outside services decreased $8.0 million in fiscal 2003 from fiscal 2002.

Stock-based compensation. Amortization of stock-based compensation was $(3.6) million, $14.4 million and $29.0 million in fiscal 2003, 2002 and 2001, respectively. The recovery of stock-based compensation in fiscal 2003 was attributable to variable accounting applied to our stock options that were repriced in the fourth quarter of fiscal 2002, which resulted in $4.8 million in recovery of stock-based compensation in fiscal 2003, offset by $1.2 million in other stock-based compensation. The decrease in amortization of stock-based compensation in fiscal 2002 from fiscal 2001 was primarily attributed to employee terminations and the effects of having applied Financial Accounting Standard Board (FASB) Interpretation No. 28, offset in part by additional $5.4 million in stock-based compensation we recorded in connection with the repricing of our stock options in the fourth quarter of fiscal 2002. On April 15, 2003, we commenced a stock option exchange program for 622,511 shares of common stock which were eligible to be exchanged. On May 13, 2003, our employees tendered stock options for 525,031 shares of common stock. We expect to grant our employees stock options to purchase 603,785 shares of common stock at least six months and a day from May 13, 2003. As a result of the stock option exchange program, we will no longer incur stock-based compensation for outstanding stock options for approximately 298,000 shares of common stock that were previously repriced in November 2001. We will continue to incur stock-based compensation for outstanding stock options for approximately 73,000 shares of common stock that were previously repriced in November 2001 that were not tendered pursuant to the stock option exchange program if and to the extent that our stock price increases above $7.50.

Stock-based compensation by functional group for the years ended January 31, 2003, 2002 and 2001 are as follows (in thousands):

Merger related expenses. Merger related expenses of $4.3 million in fiscal 2001 were incurred in conjunction with the acquisition and integration of ABT in August 2000.

Interest income and other income (expense), net. Interest income and other income (expense), net, consists of interest income and other non-operating expenses. Interest income and other income (expense), net was $5.9 million, $2.8 million and $10.5 million in fiscal 2003, 2002 and 2001, respectively. The net increase in absolute dollars in fiscal 2003 from fiscal 2002 was primarily attributable to a $5.0 million proceeds from a legal settlement payment to us from Business Engine, offset in part by lower interest income as a result of lower invested cash balances. The net decrease in absolute dollars in fiscal 2002 from 2001 was primarily attributable to lower average invested cash and short-term investment balances, which yielded lower interest income.

Interest expense. Interest expense was $202,000, $324,000 and $311,000 in fiscal 2003, 2002 and 2001, respectively. Interest expense decreased 37.6% in fiscal 2003 from 2002. This decrease in absolute dollars was primarily attributable to higher balances on capital leases and other loans outstanding in fiscal 2002. Interest expense remained constant in fiscal 2002 from 2001.

Since inception, we have financed our operations through private and public sales of our capital stock, bank loans, equipment leases, and cash from sales of our products and delivery of related services. The cash from these sources is used for working capital for our business. As of January 31, 2003, we had cash and cash equivalents of $16.7 million. We also had current portion of restricted cash and restricted cash in the amount of $229,000 and $1.1 million, respectively, in the form of certain certificates of deposit securing letters of credit for two leased facilities. We had bank borrowings under a term loan of $4.75 million as of January 31, 2003, of which $250,000 plus interest was repaid in March 2003 and $250,000 plus interest was repaid in June 2003. As of January 31, 2003, we had working capital of $1.2 million, compared to working capital of $11.0 million as of January 31, 2002 and working capital of $121.4 million as of January 31, 2001. The decrease in working capital as of January 31, 2003 from January 31, 2002 was primarily attributed to decreases in cash and cash equivalents, current portion of restricted cash, net accounts receivable, and prepaid expenses and other current assets, offset in part by decreases in bank borrowings and accrued liabilities. The decrease in working capital as of January 31, 2002 from January 31, 2001 was primarily due to decreases in cash, cash equivalents and short-term investments, net accounts receivable and prepaid expenses and other current assets, offset in part by a decrease in deferred revenue. From February 2001 through July 31, 2002, we initiated two restructuring programs to reduce our expenses in response to the depletion of our cash position and working capital. We believe the effect of the restructuring program we implemented in fiscal 2003 is to reduce approximately $12.4 million in salaries, benefits and related employee costs, approximately $10.0 million in facilities expenses and approximately $3.0 million in depreciation expense on an annual basis. In the first quarter of fiscal 2004, we improved our cash position and working capital by raising $10.5 million in gross proceeds in connection with a private placement described below. We believe that cash from operations and existing cash, including the $10.2 million net proceeds from the private placement, will be sufficient to meet our current expectations for working capital and expense requirements for at least the next twelve months. Our belief is based in part on our realization of quarterly operating profitability in the fourth quarter of fiscal 2003. As of January 31, 2003, we had no material commitments for capital expenditures.

In February 2003, we entered into a common stock and warrant purchase agreement with various investors led by Walden VC, providing for the issuance of 3,088,230 shares of our common stock at a price of $3.35 per share and warrants to purchase 386,034 shares of common stock at a price of $0.40 per share in a connection with a private placement. The warrants have an exercise price of $3.40. In February 2003, we issued 1,549,735 shares of our common stock and warrants to purchase 193,720 shares of common stock in connection with initial closing of this private placement. In April 2003, our stockholders approved the issuance of the remaining 1,538,495 shares of our common stock and warrants to purchase 192,314 shares of common stock in connection with the subsequent closing of this private placement and we issued such common stock and warrants. Total estimated net proceeds from the private placement approximated $10.2 million. Total shares and warrants outstanding following the private placement were approximately 11,853,646 (included options exercised subsequent to January 31, 2003) and 405,617, respectively.


	•	On an actual basis; and

	•	On a pro forma basis to reflect the issuance of 3,088,230 shares of our common stock in connection with the private placement discussed above resulting in total net proceeds of approximately $10.2 million.


	•	1,496,642 shares of our common stock subject to options outstanding as of January 31, 2003 at a weighted average exercise price of $9.74 per share.

	•	Warrants to purchase 19,583 shares of common stock as of January 31, 2003 at a weighted average exercise price of $27.18 per share.

	•	Warrants to purchase 386,034 shares of common stock as noted above with an exercise price of $3.40 per share.

Net cash used in operating activities was $23.9 million, $73.9 million and 87.0 million in fiscal 2003, 2002 and 2001, respectively. Net cash used in operating activities in fiscal 2003 was primarily attributed to a net loss of $37.8 million and a decrease in accrued liabilities, offset in part by non-cash restructuring charges, and a decrease in accounts receivable, depreciation expenses and a decrease in prepaid expenses and other current assets. Net cash used in operating activities in fiscal 2002 was primarily attributable to a net loss of $291.5 million, offset in part by impairment charges, amortization of goodwill and other intangible assets, restructuring charges, stock-based compensation, provision for doubtful account receivable and a decrease in

net accounts receivable. Net cash used in operating activities in fiscal 2001 was primarily attributable to a net loss of $130.9 million and increases in net accounts receivable and prepaid and other current assets, offset in part by amortization of goodwill and other intangible assets and stock-based compensation.

Net cash provided by (used in) investing activities was $11.0 million, $32.3 million and $(63.2) million in fiscal 2003, 2002 and 2001, respectively. Net cash provided by investing activities in fiscal 2003 was primarily attributable to releases of investments for restricted cash, offset in part by purchases of property and equipment. Net cash provided by investing activities in fiscal 2002 was primarily attributable to net sales and maturities of short-term investments, offset in part by purchases of property and equipment. Net cash used in investing activities in fiscal 2001 was primarily attributable to net purchases of short-term investments, purchases of investments for restricted cash and purchases of property and equipment.

Net cash (used in) provided by financing activities was $(22.1) million, $(251,000) and $216.2 million in fiscal 2003, 2002 and 2001, respectively. Net cash used in financing activities in fiscal 2003 was primarily attributable to net repayment of bank line of credit, offset in part by proceeds from a bank term loan. Net cash used in financing activities in fiscal 2002 was primarily attributable to treasury stock repurchased in the open market and repayment of debt and capital lease obligations, offset by net proceeds from bank line of credit and issuance of common stock. Cash provided by financing activities in fiscal 2001 resulted from net proceeds from our initial public offering and net proceeds from bank line of credit, offset in part by repayments of debt and capital lease obligations.

In fiscal 2003, we terminated a lease for a significant facility in Redwood City, California. We entered into the lease for this facility in March 2000. The lease term commenced upon possession of the facility in August 2001 and had a term of 15 years. Prior to its termination, the agreement required us to hold a letter of credit drawable by the lessor totaling approximately $5.9 million and $2.9 million in security deposits. We vacated this facility in July 2002 and terminated the lease on October 31, 2002. The total termination costs amounted to $21.8 million, offset by $2.2 million for the reversal of previously recorded deferred rent. Our future commitments under the Redwood City lease prior to the termination were approximately $121.7 million. As of February 2003, we had paid all termination costs related to the lease.

We currently have a term loan for $5.0 million from a financial institution. We entered into this loan in September 2002. The term loan is secured by our tangible and intangible assets, accrues interest at 7.50% per annum and matures on February 15, 2004. We are required to make quarterly payments of principal and interest on a five-year amortization schedule. We repaid $250,000 plus interest in December 2002, $250,000 plus interest in March 2003 and $250,000 plus interest in June 2003. On the maturity date, the remaining principal balance of $3.8 million is due. This term loan has certain financial covenants, including covenants requiring (1) cash on hand of $8.5 million as of January 31, 2003, (2) minimum revenue of $12.5 million for the quarter ended January 31, 2003, (3) operating expenses not to exceed $11.3 million for the quarter ended January 31, 2003 and (4) the ratio of cash and cash equivalents to outstanding balance of the term loan shall at all times be equal to 1.25 or higher. In January 2003, we agreed with the financial institution that we would not repay a portion of the term loan with the proceeds of a legal settlement received in December 2002. As of January 31, 2003, we were not in compliance with the minimum revenue covenant described above. In February 2002, we received a waiver for such covenant for the quarter ended January 31, 2003. We were in compliance with all other covenants as of January 31, 2003. On July 23, 2003, we repaid $4.3 million for the balance of the bank term loan outstanding as of such date plus accrued interest.

On July 18, 2003, we entered into a 5.0 million line of credit with the same financial institution. The line of credit is secured by our tangible and intangible assets, accrues interest at prime rate plus 0.5% per annum (currently at 4.50%) and expires in July 2004. The line of credit has certain financial covenants, including covenants requiring 1) minimum cash and cash equivalence balance equal to or at least 1.25 times the outstanding principal line balance at each month end, 2) minimum liquidity of $10 million at the end of each fiscal quarter and 3) annual GAAP profitability of at least $1 (excluding restructuring charges and stock-based compensation) for the period from May 1, 2003 to April 30, 2004.

Future minimum lease and termination payments under operating leases and payments under bank borrowings are as follows as of January 31, 2003 (in thousands):

Lease payments above, net of estimated sublease income, relating to facilities that we have either vacated or terminated pursuant to our restructuring program, amounted to $3.5 million, $609,000, $1.0 million, $928,000 and $1.3 million for the twelve months ended January 31, 2004, 2005, 2006, 2007 and 2008, respectively, and $2.4 million thereafter. We regularly review the estimates for sublease income and to the extent that these estimates change due to changes in market condition, the ultimate restructuring payments could vary by material amounts. The $3.5 million in payments mentioned above for the twelve months ended January 31, 2004 for leases we have either vacated or terminated (but had not yet paid as of January 31, 2003) include the final $2.0 million cash payments related to the termination of a major lease in Redwood City, California. This $2.0 million was paid in February 2003.

We have working capital of $1.2 million as of January 31, 2003. We believe that cash from operations and existing cash, including approximately $10.2 million in net proceeds from a private placement we completed in the first quarter of fiscal 2004, will be sufficient to meet our current expectations for working capital and expense requirements for at least the next twelve months based on, among other things, our current revenue and expense projections. However, we may require additional financing in the future. If we were unable to raise capital in the event of ongoing losses and depletion of our available cash resources, the absence of funding would have a material adverse effect on our business. If we issue additional equity securities, stockholders will experience additional dilution and the new equity securities may have rights, preferences or privileges senior to those of the then existing holders of our common stock.

In October 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires that the fair value of retirement obligations be recognized as a liability when they are incurred and that the associated retirement costs be capitalized as a long-term asset and expensed over its useful life. The provisions of SFAS No. 143 will be effective for fiscal years beginning after June 15, 2002. We do not expect that the adoption of SFAS No. 143 will have a significant effect on our financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. The provisions of SFAS No. 145 relating to the rescission of SFAS No. 4 are effective for financial statements issued for fiscal years beginning after May 15, 2002, and the provisions relating to SFAS No. 13 are effective for transactions occurring after May 15, 2002. SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, SFAS No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. SFAS No. 145 also rescinds SFAS No. 44, Accounting for Intangible Assets of Motor Carriers, and amends SFAS No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. We do not believe the adoption of SFAS No. 145 will have a material effect on our financial position or results of operations.

In June 2002, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards No. 146, or SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). This Statement requires that a liability for costs associated with an exit or disposal activity be recognized and measured at fair value only when the liability is initially incurred. SFAS No. 146 will be effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 did not have a material effect on our financial position or results of operations.

In November 2002, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN No. 45 provides expanded accounting guidance surrounding liability recognition and disclosure requirements related to guarantees, as defined by this Interpretation. We had no existing guarantees as of January 31, 2003, and we do not expect that the adoption of FIN No. 45 will have a material effect on our financial position or results of operations. Indemnification and warranty provisions within our customer license and service agreements are generally consistent with those prevalent in our industry. The duration of our product warranties generally does not exceed 90 days following delivery of our products. We have not incurred significant obligations under customer indemnification or warranty provision historically and do not expect to incur significant obligations in the future. Accordingly, we do not maintain accruals for potential customer indemnification or warranty-related obligations.

In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities. FIN No. 46 expands upon existing accounting guidance that addresses when a company should include in its financial statements the assets, liabilities and activities of another entity. A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN No. 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the entity’s residual returns or both. The consolidation requirements of FIN No. 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. We are currently evaluating the impact of FIN No. 46 on our financial statements and related disclosures.

We develop products in the United States and market our products in North America and Europe and to a lesser degree in Asia. As a result, our financial results may be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Approximately 36.5% of our total revenue was made in currencies other than U.S. dollars in fiscal 2003. Our exposures to foreign exchange rate fluctuations also arise in part from intercompany accounts with our foreign subsidiaries. These intercompany accounts are typically denominated in foreign currency of the foreign subsidiary. We expect that exchange rate fluctuations will affect our financial results in the future. We currently do not use financial instruments to hedge operating expenses of our European subsidiaries. In the second quarter of fiscal 2004, we started hedging our intercompany accounts denominated in foreign currency. We will continue to assess the need to further utilize financial instruments to hedge currency exposures on an ongoing basis.

Our exposure to market risk for changes in interest rates relates primarily to our cash and cash equivalents and outstanding debt obligations. We do not use derivative financial instruments for speculative or trading purposes. Our cash and cash equivalents consist primarily of demand deposits, certificates of deposits and money market accounts that mature in three months or less. Due to the short-term nature of our cash and cash equivalents, we believe that there is no material market or interest rate risk exposure on our cash and cash equivalents. We do not believe that we have interest rate exposure on our bank term loan because the interest rate is fixed. We do not believe an immediate 10% increase or decrease in interest rate would have a material effect on our consolidated financial position and results of operations.

We have audited the accompanying consolidated balance sheets of Niku Corporation and subsidiaries (the “Company”) as of January 31, 2003 and 2002, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended January 31, 2003. In connection with our audits of the consolidated financial statements, we have also audited the related financial statement schedule listed in Item 15(a). These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Niku Corporation and subsidiaries at January 31, 2003 and 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended January 31, 2003, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.

As described in Note 1 to the consolidated financial statements, certain expenses in the consolidated statements of operations for the years ended January 31, 2002 and 2001 have been reclassified.

Niku Corporation (Niku or the Company) was incorporated in Delaware on January 8, 1998. Niku designs, develops and markets portfolio management software for large enterprises. Niku’s operations for the period from January 8, 1998 (inception) through January 31, 1998 were not significant and are included in the Company’s results of operations for the year ended January 31, 1999.

Prior to fiscal 2003, the Company had a fiscal year that ended on the Saturday preceding January 31. In the first quarter of fiscal 2003, the Company changed its fiscal calendar to a calendar month end so fiscal 2003 ended on January 31, 2003. For presentation purposes, the financial statements and notes for the twelve months ended January 31, 2002 and 2001 refer to the period’s calendar month end.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Unless otherwise specified, references to the Company are references to the Company and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported consolidated results of operations during the reporting period. Estimates are used for, but are not limited to, revenue recognition, allowance for doubtful accounts, depreciation and amortization, sales returns, taxes, impairment, restructuring, accrued liabilities and contingencies. Actual results could differ from those estimates.

Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

On November 21, 2002, the Company effected a one-for-ten reverse stock split of its outstanding common stock. All information regarding common stock, stock options, warrants and loss per share amounts has been restated within this Form 10-K to reflect the reverse stock split.

The Company considers all highly liquid investments with remaining maturities of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents consist of money market funds, commercial paper, government notes and bonds and corporate notes and bonds and certificates of deposit.

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities as amended by SFAS No. 137 and 138. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. For a derivative not designated as a hedging instrument, changes in the fair value of

the derivative are recognized in earnings in the period of change. The Company adopted SFAS No. 133 effective February 1, 2001 and it did not have a material effect on the Company’s consolidated financial position or results of operations.

The carrying value of the Company’s financial instruments, including cash and cash equivalents, short-term investments, accounts receivable and short-term liabilities approximates fair value. Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Management believes the financial risks associated with these financial instruments are minimal. The Company maintains its cash and cash equivalents with high quality financial institutions. Where appropriate, the Company performs credit evaluations of its customers, and generally does not require collateral on accounts receivable. The Company regularly reviews the adequacy of its accounts receivable allowance after considering the amount of aged accounts receivable, the age of each invoice, each customer’s expected ability to pay and its collection history with each customer. The Company reviews any invoice greater than 30 days past due to determine if an allowance is appropriate based on the risk category using the factors discussed above. In addition, the Company maintains a general reserve for all invoices by applying a percentage to each aging category. The allowance for doubtful accounts represents the Company’s best estimate, but changes in circumstances such as our customers’ financial positions may result in a requirement for additional allowances in the future.

Property and equipment are recorded at cost less accumulated depreciation. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, generally three years. Leasehold improvements are amortized over the lease term. Gains and losses on disposals are included in income at amounts equal to the difference between the net book value of the disposed assets and the proceeds received upon disposal. Expenditures for replacements and improvements are capitalized, while expenditures for maintenance and repairs are charged to operations as incurred.

In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 superseded SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and Assets to be Disposed of and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. SFAS No. 144 established a single accounting model for impairment or disposal by sale of long-lived assets. The adoption of SFAS No. 144 in fiscal 2003 did not have a material impact on the Company’s financial position or results of operations.

The Company derives its revenue principally from licenses of its products, maintenance and support, and delivery of implementation services. The Company offers its products primarily through its direct sales force. The Company also offers its products indirectly through certain channel partners.

Revenue from license fees is recognized in accordance with Statement of Position 97-2, Software Revenue Recognition (SOP 97-2), as amended by SOP 98-9, which permits revenue recognition when (1) persuasive evidence of an arrangement exists, (2) delivery of the product has occurred and no significant obligations of the Company’s with regard to implementation remain, (3) the fee is fixed or determinable, and

(4) collectibility is probable. If there are sales to channel partners, they are recognized upon sell-through to the end-user customer. We define each of the four criteria above as follows:

Persuasive evidence of an arrangement exists. The Company’s customary practice is to have a written contract, which is signed by both the customer and the Company, or a purchase order from those customers who have previously negotiated a license agreement with the Company.

Delivery has occurred. The Company’s software may be either physically or electronically delivered to the customers. Delivery is deemed to have occurred upon meeting one of the following criteria as set forth in the revenue contract: (1) the shipment or electronic delivery of the product, (2) notification of receipt of the product by the customer or (3) notification by the customer of acceptance is required by the terms of the contract. If undelivered products or services exist in an arrangement that are essential to the functionality of the delivered product, revenue is recognized when these products or services are delivered.

The fee is fixed or determinable. The Company negotiates the fees for its products at the outset of an arrangement. In these arrangements, the majority of the licenses are perpetual and related fees are nonrefundable. The fees are generally due within six months or less. The Company considers fees relating to arrangements with payment terms extending beyond six months not to be fixed or determinable. If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer.

Collectibility is probable. Collectibility is evaluated on a customer-by-customer basis. A customer’s purchase order of waiver of purchase order is generally required with each arrangement. Where appropriate, new customers are subject to a credit review process, which evaluates the customers’ financial position (e.g. cash position and credit rating) and their ability to pay, and existing customers are subject to a review of payment histories. If collectibility is not considered probable at the outset of an arrangement in accordance with our credit review process, revenue is recognized when the fee is collected.

Revenue from multiple-element software arrangements is recognized using the residual value method. The determination of the fair value of maintenance and support and implementation services is based on the objective evidence of the fair value of each element that is specific to the Company. The Company’s determination of fair value of each element in multiple-element arrangements is based on vendor-specific objective evidence (VSOE). The VSOE for each element is established when the same element is sold separately. The Company has analyzed and determined that it has sufficient VSOE to allocate revenue to the maintenance and support services and implementation services components of its perpetual license arrangements. VSOE for maintenance and support is determined based upon the customer’s annual renewal rates for this element. The Company sells its implementation services separately and have established VSOE on that basis.

Assuming all other revenue recognition criteria are met, revenue from licenses is recognized upon delivery using the residual method in accordance with SOP 98-9. Our software products are fully functional upon delivery and implementation and do not require significant modifications. The customer may implement using their own resources or obtain the services of other implementation service organizations to provide these services. Therefore, the Company’s implementation services are not considered essential to the functionality of the other elements of the arrangement. The revenue allocable to the implementation services is generally recognized as services are performed. Maintenance and support revenue is deferred and recognized on a straight-line basis over the contractual service period, which is typically one year.

The Company has never engaged in a transaction in which it provided product licenses or services to a customer in exchange for an equity interest. The Company recognized no revenue under any type of reciprocal arrangements in fiscal 2003 or in fiscal 2002. Revenue recognized under reciprocal arrangements was $16.4 million in the year ended January 31, 2001, of which approximately $630,000 involved nonmonetary exchanges.

Capitalized license fees relate to royalties that the Company has paid in advance to third parties for the right to incorporate their technologies in the Company’s products. Prepaid royalties are expensed to cost of license revenue when the products are sold to customers.

Research and development costs are expensed as incurred until technological feasibility in the form of a working model has been established. Development costs are capitalized beginning when a product’s technological feasibility has been established and ending when the product is available for general release to customers. Technological feasibility is reached when the product reaches the working model stage. To date, the Company’s software has become available for general release concurrent with the establishment of technological feasibility and, accordingly, no development costs have been capitalized. Acquired core and developed technologies are amortized over their estimated economic life and assessed for impairment in accordance with SFAS No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed. The Company reclassified, within the 2002 and 2001 Statements of Operations, $6.5 million and $10.2 million relating to the amortization of developed and core technologies from “Amortization of Goodwill and Other Intangible Assets” to “Cost of License Revenue”, and reclassified, within the 2002 Statement of Operations, $15.9 million relating to the impairment of developed and core technologies from “Asset Impairment and Other” to “Impairment of Developed and Core Technologies”. These expense reclassifications were made to properly conform with the accounting pronouncements previously articulated in FASB Staff Implementation Guide, Statement 86, Question 17 and EITF 96-9, Classification Markdowns and Other Costs Associated with a Restructuring.

Advertising costs are expensed as incurred and totaled $631,000, $4.4 million and $14.0 million in the years ended January 31, 2003, 2002 and 2001, respectively.

The Company uses the intrinsic-value method to account for all of its employee stock-based compensation plans including FASB Interpretation No. 44 (FIN 44), which is an interpretation of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. Stock-based compensation is being amortized over the vesting period of individual award in a manner consistent with the method described in Financial Accounting Standards Board (FASB) Interpretation No. 28. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of SFAS No. 123 and EITF 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.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure. This statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. This statement also amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the

method used on reported results. The Company adopted the disclosure requirements of SFAS No. 148 in fiscal 2003.

Under the intrinsic-value method used by the Company to account for its employee stock-based compensation, no compensation cost has been recognized for any of stock options granted or restricted stock sold because the exercise price of each option or purchase price of each share of restricted stock equaled or exceeded the fair value of the underlying common stock as of the grant date for each stock option or purchase date of each restricted stock share, except for stock options granted and restricted stock sold from January 31, 1998 through February 28, 2000 and in November 2001. With respect to the stock options granted and restricted stock sold from January 31, 1998 to February 28, 2000 and in November 2001, the Company recorded deferred stock compensation for the difference at the grant or issuance date between the exercise price of each stock option granted or purchase price of each restricted share sold and the fair value of the underlying common stock and such difference is being amortized over the vesting period, consistent with the method described in FASB Interpretation No. 28.

Had compensation costs been recorded by the Company in its consolidated statements of operations in accordance with SFAS No. 123 for all of the Company’s stock-based compensation plans, net loss and basic and diluted net loss per share would have been as follows (in thousands, except per share data):

The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model after the IPO, with no expected dividends and the following weighted-average assumptions:

The fair value of purchase rights under the Employee Stock Purchase Plan is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for shares issued in the year ended January 31, 2003, 2002 and 2001, respectively:

The weighted average fair value of purchase rights granted under the Employee Stock Purchase Plan was $3.56, $21.80 and $136.00 per share in the year ended January 31, 2003, 2002 and 2001, respectively.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be recovered.

Basic net loss per share is computed using the weighted-average number of outstanding shares of common stock, excluding shares of restricted stock subject to repurchase summarized below. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding and, when dilutive, potential common shares from options and warrants to purchase common stock and unvested restricted stock using the treasury stock method. The following potential common shares have been excluded from the computation of diluted net loss per share because the effect would have been antidilutive (in thousands):

The weighted-average exercise price of options outstanding as of January 31, 2003, 2002 and 2001 was $9.74, $16.21 and $109.10 per share, respectively. The weighted-average purchase price of restricted stock subject to repurchase as of January 31, 2002 and 2001 was $10.00 and $31.30 per share, respectively. The weighted-average exercise price of warrants as of January 31, 2003, 2002 and 2001 was $27.18, $96.80 and $115.80 per share, respectively.

Comprehensive loss includes, in addition to net loss, foreign currency translation adjustments and unrealized gains or losses on short-term investments. Tax effects of the “other” components of comprehensive loss have not been material. The Company has reported components of comprehensive loss in the accompanying consolidated statements of operations and comprehensive loss.

The functional currencies of the Company’s foreign subsidiaries is the local currency of the country in which the respective subsidiary operates. Assets and liabilities are translated using the exchange rate on the balance sheet date. Revenue, expenses, gains and losses are translated at the average exchange rate in effect during the period. Translation adjustments are included in the consolidated balance sheet caption “Accumulated other comprehensive income.” Foreign currency transaction gains and losses are included in interest income and other income (expense), net, and to date, have not been material.

In October 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires that the fair value of retirement obligations be recognized as a liability when they are incurred and that the associated retirement costs be capitalized as a long-term asset and expensed over its useful life. The provisions of SFAS No. 143 will be effective for fiscal years beginning after June 15, 2002. The Company does not expect that the adoption of SFAS No. 143 will have a significant effect on its financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. The provisions of SFAS No. 145 relating to the rescission of SFAS No. 4 are effective for financial statements issued for fiscal years beginning after May 15, 2002, and the provisions relating to SFAS No. 13 are effective for transactions occurring after May 15, 2002. SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, SFAS No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. SFAS No. 145 also rescinds SFAS No. 44, Accounting for Intangible Assets of Motor Carriers, and amends SFAS No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The Company does not believe the adoption of SFAS No. 145 will have a material effect on its financial position or results of operations.

In June 2002, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards No. 146, or SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). This Statement requires that a liability for costs associated with an exit or disposal activity be recognized and measured at fair value only when the liability is initially incurred. SFAS No. 146 will be effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 did not have a material effect on the Company’s financial position or results of operations.

In November 2002, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 5, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN No. 45 provides expanded accounting guidance surrounding liability recognition and disclosure requirements related to guarantees, as defined by this Interpretation. The Company had no existing guarantees as of January 31, 2003 and it does not expect that the adoption of FIN No. 45 will have a material effect on its financial position or results of operations. Indemnification and warranty provisions within the Company’s customer license and service agreements are generally consistent with those prevalent in our industry. The duration of the Company’s product warranties generally does not exceed 90 days following delivery of our products. The Company has not incurred significant obligations under customer indemnification or warranty provision historically and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification or warranty-related obligations.

that company is subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the entity’s residual returns or both. The consolidation requirements of FIN No. 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. We are currently evaluating the impact of FIN No. 46 on our financial statements and related disclosures.

In November 2001, the FASB issued Emerging Issues Task Force Issue (“EITF”) No. 01-14, Income Statement Characterization of Reimbursements Received for Out of Pocket Expenses Incurred, which requires the Company to report reimbursements of out of pocket expenses as revenue and the corresponding expenses incurred as cost of revenue within the condensed consolidated statements of operations. The Company adopted EITF No. 01-14 in the first quarter of fiscal 2003 and reclassified reimbursable expenses into services revenue with a corresponding increase in cost of services revenue. The impact of the reclassification was to increase services revenue and cost of services revenue by $1.2 million and $1.5 million in fiscal 2003 and 2002, respectively. It is impracticable for the Company to determine the impact of EITF No. 01-14 for fiscal 2001.

On November 12, 2001, the Company’s board of directors, acting pursuant to existing terms of the Company’s stock option plans, approved the repricing of approximately 890,000 outstanding stock options with exercise prices above $7.50. The exercise prices of all such stock options were repriced to $7.50, which was the fair market value of the Company’s stock on November 12, 2001. There were no changes to the vesting schedules of the repriced options. Options held by the Company’s former chief executive officer, former executive vice president of strategy and planning, board of directors and non-employees were not repriced. The Company is accounting for the repriced options using variable accounting whereby the aggregate intrinsic value of the repriced options is continuously remeasured and amortized to stock-based compensation expense over the vesting periods. Based on the stock price as of January 31, 2003, the Company recorded $4.8 million in recovery of stock-based compensation for stock-based compensation recognized in fiscal 2002 relating to these repriced stock options, offset by $1.2 million in other stock-based compensation in fiscal 2003. As of January 31, 2003, deferred stock-based compensation relating to these repriced options was zero, reflecting the intrinsic value of unexercised repriced options as of January 31, 2003.

In October 2002, the Company cancelled options to purchase 55,000 shares of common stock held by our chief executive officer and immediately granted him options to purchase 150,000 shares of common stock at a price of $1.50, which was the closing price of our common stock on the grant date. As a result, based on the closing price of our common stock of $4.19 on January 31, 2003, the Company recorded $96,000 in stock-based compensation in fiscal 2003. In addition, based on the closing price of the Company’s common stock of $4.67 on April 30, 2003, the Company recorded $35,000 in stock-based compensation in the first quarter of fiscal 2003. On May 23, 2003, the Company’s chief executive officer exercised all of his repriced stock options to purchase 55,000 shares of common stock and the Company recorded an additional $56,000 in stock-based compensation in May 2003. As all repriced options were exercised, the Company will no longer be required to record additional stock-based compensation relating to these stock options in the future.

In fiscal 2003, the Company implemented a restructuring program. The Company restructured its operations and reduced its workforce by approximately 147 employees in fiscal 2003. These headcount reductions affected all functional groups of the Company. The Company recorded $3.9 million in severance

costs, of which $1.0 million related to the severance and related charges for the Company’s former chief executive officer and former executive vice president of planning and strategy.

The Company retired $8.6 million in property and equipment in connection with vacating certain facilities. The Company terminated an equipment lease and acquired the equipment for $2.0 million, of which $1.1 million was written off as a restructuring cost due to equipment no longer in use as a result of reductions in headcount.

The Company also vacated certain facilities and terminated certain leases, including the lease for a significant facility in Redwood City, California. The $23.0 million in net lease commitments on vacated leases recorded in fiscal 2003 includes $21.8 million related to the termination of the Redwood City lease. The $21.8 million in termination costs include lease termination payments of $7.4 million, the release to the landlord of cash securing a $5.9 million letter of credit that was previously classified as restricted cash, the release of a $2.9 million security deposit and $5.6 million in estimated fair value for warrant issued for 1,445,000 shares of common stock with an exercise price of $0.001. The Company also recorded a $2.2 million credit in net lease commitment costs related to previously recorded deferred rent relating to the lease. The estimated fair value of the warrant was determined using the Black-Scholes options pricing model with a contractual life of five years, risk-free interest rate of 1.70%, volatility of 150% and expected dividend of 0%. The Company’s future liabilities under the Redwood City lease prior to the termination were approximately $121.7 million.

The Company also terminated a facility lease in Danville, California. The Company’s future liabilities under this lease, net of estimated sublease income prior to termination, approximated $2.7 million. The termination costs included the release to the landlord of a $534,000 security deposit, a cash payment of $216,000 and warrants to purchase 15,000 shares of common stock with an exercise price of $0.10 and a fair value of $42,000. The value of these warrants was determined using the Black-Scholes options pricing model with an expected life of five years, risk-free interest rate of 1.70%, volatility of 150% and expected dividend of 0%. The Company also terminated a facility lease in Atlanta, Georgia for $481,000, consisting of lease termination payment of $181,000 and the release to the landlord of cash securing a $300,000 letter of credit that was previously classified as restricted cash. The Company also terminated a facility lease in Bellevue, Washington for $10,000, offset by $80,000 for the reversal of future lease payments that had been previously accrued relating to this lease.

The Company has ceased to pay rent on a lease in New York, New York for a facility we vacated in fiscal 2002, and the landlord has drawn upon a letter of credit of $2.6 million secured by a certificate of deposit. The Company also creased to pay rent on the leases for certain other smaller facilities that it has vacated. The Company is seeking to terminate these leases or sublease these facilities.

In addition to above restructuring charges relating to facility leases, the Company recorded $2.4 million in net lease commitment costs on vacated leases in fiscal 2003 related to restructuring activities in fiscal 2002 primarily due to adjustments to estimated future sublease income for certain facilities vacated in fiscal 2002. The Company also terminated a facility lease in Lincolnshire, Illinois for $388,000, consisting of a lease termination payment of $63,000 and the release to the landlord of cash securing a $325,000 letter of credit that was previously classified as restricted cash. The Company’s future liabilities under this lease, net of estimated sublease income prior to termination, approximated $692,000.

The Company recorded $346,000 relating to lease payments for computer equipment and car leases that are no longer being utilized as a result of the reductions in headcount.

The Company recorded a credit of $812,000 for the value of 40,518 escrow shares of the Company’s common stock recovered from escrow accounts in which such shares had been placed in conjunction with the acquisitions of ABT Corporation, bSource, Inc., Proamics Corporation and 600 Monkeys Inc. in fiscal 2001.

The Company also recorded a credit of $1.2 million for the adjustment of stock-based compensation expenses related to the reversal of previously recorded stock-based compensation expenses for employees terminated pursuant to the restructuring program.

The table below represents the restructuring activities in fiscal 2003 (in thousands):

The Company expects that of the restructuring and other charges accrued as of January 31, 2003, severance costs will be paid by the second quarter of fiscal 2004, exit costs for business line (related to legal vertical market) will be paid no later than May 2004, and the net lease commitments on vacated leased facilities will be paid no later than February 2011. Other exit costs related primarily to legal and administrative costs for liquidation of various foreign subsidiaries.

In fiscal 2002, the Company initiated a restructuring program. The Company restructured its operations and reduced its workforce by approximately 665 employees and recorded $7.5 million in severance and related charges. These reductions in workforce affected all of the Company’s functional groups. The Company vacated 17 leased facilities and recorded $11.0 million in net lease commitment costs. The Company also recorded $11.8 million in loss on retirement of property and equipment and other assets, including a $1.7 million write-off of prepaid expenses associated with a consulting service arrangement due to the reduction in headcount. The Company recorded an additional $725,000 in other exit costs to terminate this consulting service arrangement, of which $225,000 represents the value of 300,000 shares of common stock that the Company issued as part of this termination agreement. The Company recorded $8.6 million in stock-based compensation adjustment related to the reversal of previously recorded stock-based compensation expenses for employees terminated pursuant to the restructuring program. The Company recorded $24.4 million in restructuring and other charges in the year ended January 31, 2002 and consisted of the following (in thousands):

There were no asset impairment and other charges in fiscal 2003 except for an impairment charge of the Company’s strategic equity investment made in April 2000. In April 2000, the Company purchased 75,000 shares of the private company’s common stock at $6.67 per share. The Company regularly performs an impairment assessment of this $500,000 investment. In performing an impairment assessment, the Company considers the private company’s current solvency, future access to capital and recent equity transactions. Based on an analysis of these factors, including the terms of a proposed financing in fiscal 2003 which indicated that its price per share has dropped to $0.32 per share, the Company determined that the investment impairment was other than temporary and recorded such impairment in asset impairment and other charges in the accompanying consolidated statement of operations and comprehensive loss in fiscal 2003. The carrying value of the Company’s strategic equity investment was zero at January 31, 2003.

Asset impairment and other charges in fiscal 2002 were as follows: In the first quarter of fiscal 2002, the Company performed an impairment assessment of its goodwill and other intangible assets recorded in connection with its acquisitions of Legal Anywhere, bSource.com, 600 Monkeys and Alyanza Software due to a change in the Company’s product plan related to certain acquired technologies. This assessment was based on the expected future cash flows from goodwill and intangible assets over their remaining useful lives. The

determination of cash flows was based on our decision to abandon certain product lines acquired as part of the acquisition of these companies, as a result of our restructuring plan. As a result of this assessment, the Company recorded $23.2 million in asset impairment charges. This amount included $20.4 million to write down the net book value of certain goodwill and other intangible assets from our acquisitions of Legal Anywhere (excluding $1.3 million in developed and core technologies), bSource, 600 Monkeys and Alyanza to zero except for the carrying value of Legal Anywhere’s goodwill and customer lists which was reduced to their estimated fair value of $1.8 million. In the second quarter of fiscal 2002, the Company performed an additional impairment assessment of goodwill and other intangible assets recorded in connection with its acquisitions of ABT, Proamics and Legal Anywhere. This assessment was triggered and performed primarily due to a significant decline in the Company’s stock price, which resulted in the net book value of its assets significantly exceeding its market capitalization. As a result of this assessment, the Company recorded $99.8 million in asset impairment charges in the second quarter of fiscal 2002, which reduced the fair value of goodwill and other intangible assets related to its acquisitions of ABT (excluding $6.3 million in developed and core technologies), Proamics (excluding $8.3 million in developed and core technologies) and Legal Anywhere to zero.

There was no impairment of developed and core technologies in fiscal 2003 or fiscal 2001. Impairment of developed and core technologies was $15.9 million in fiscal 2002. In the first quarter of fiscal 2002, the Company performed an impairment assessment of its developed and core technology in connection with its acquisition of Legal Anywhere due to a change in the Company’s product plan related to this acquired technology. This assessment was based on expected future cash flows from such developed and core technology overs its remaining useful life. The determination of cash flows was based on the Company’s decision to abandon certain product lines acquired as part of the acquisition of Legal Anywhere, as a results of its restructuring plan. As a results of this assessment, the Company recorded $1.3 million in impairment of developed and core technologies charges in the first quarter of 2002 which reduced the net book value of the developed and core technology related to its acquisition of Legal Anywhere to zero. In the second quarter of fiscal 2002, the Company performed an additional impairment assessment of developed and core technologies recorded in connection with its acquisitions of ABT and Proamics. This assessment was triggered and performed primarily due to a significant decline in the Company’s stock price, which resulted in net book value of its assets significantly exceeding its market capitalization. As result of this assessment, the Company recorded $14.6 million in impairment of developed and core technologies charge in the second quarter of fiscal 2002 which reduced the fair value of developed and core technologies related to our acquisitions of ABT and Proamics to zero.

The estimate of the fair value was based on the estimated future discounted cash flows for the remaining life of the goodwill and other intangible assets with a discount rate of 25% and an estimated terminal value. The assumptions supporting the estimated cash flows, including the discount rate and an estimated terminal value, reflect management’s best estimates. The discount rate was based upon the weighted average cost of capital for comparable companies. In fiscal 2002, the Company recorded $138.9 million in asset impairment charges, consisting of $136.1 million relating to goodwill and other intangible assets (including $15.9 million in developed and core technologies), $1.9 million in accelerated depreciation for internally used software and $874,000 to write off fixed assets that the Company no longer utilized.

In fiscal 2002, the Company determined that the carrying value of certain royalties that the Company had prepaid for the right to third party licensed technology would not be realized. The Company recorded $9.4 million in cost of revenue for impairment of licensed technology, including $8.5 million from prepaid royalties on third-party technologies and $850,000 from royalties paid in fiscal 2002, in each case on third-party technologies which the Company would not be including with its products at all or at the extent required under the applicable contracts due to a change in the Company’s product plan.

In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets, which supersedes APB Opinion No. 17, Intangible Assets. SFAS No. 142 requires that goodwill and other intangibles with an indefinite useful life not be amortized, but be tested for impairment at least annually by applying a fair-value-based test. Also, if the benefit of an intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented or exchanged, the intangible asset should be separately recognized and amortized over its estimated useful life. The Company adopted SFAS No. 142 in fiscal 2003. The adoption of SFAS No. 142 did not have a material effect on the Company’s consolidated financial position or results of operations. To facilitate comparison with prior periods, the following table shows the Company’s results for fiscal 2003, 2002 and 2001, if goodwill and other intangible assets with indefinite useful lives were not amortized for those periods (in thousands, except per share data):

There were no short-term investments as of January 31, 2003. Short-term investments as of January 31, 2002 consisted of $400,000 in government bonds and are included in the caption “Restricted Cash.”

In October 2001, the Company entered into two loan agreements with a financial institution secured generally by certain of the Company’s tangible and intangible assets and providing lines of credit up to $30.0 million, of which a $5.0 million line of credit is secured by qualifying accounts receivables. As of January 31, 2002, the Company had $27.0 million outstanding under these lines of credit. These lines of credit were repaid in full in fiscal 2003. Interest on each of these lines of credit accrued at the rate of 7.0% per annum. These lines of credit expired in July 2002.

In conjunction with the acquisition of ABT in August 2000, the Company assumed a $744,000 loan that bears interest at the rate of 8.25% per annum. This loan was repaid in full in fiscal 2003.

The Company has a term loan for $5.0 million from a financial institution. The Company entered into this term loan in September 2002. The term loan is secured by the Company’s tangible and intangible assets, accrues interest at 7.50% per annum and matures on February 15, 2004. The Company is required to make quarterly payments of principal and interest on a five-year amortization schedule. The Company repaid $250,000 plus interest in December 2002, $250,000 plus interest in March 2003 and $250,000 plus interest in June 2003. On the maturity date, the remaining principal balance of $3.8 million is due. This term loan has certain financial covenants, including covenants requiring (1) cash on hand of $8.5 million as of January 31, 2003, (2) minimum revenue of $12.5 million for the quarter ended January 31, 2003, (3) operating expenses not to exceed $11.3 million for the quarter ended January 31, 2003 and (4) the ratio of cash and cash equivalents to outstanding balance of the term loan shall at all times be equal to 1.25 or higher. In January 2003, the Company and the financial institution agreed that the Company would not repay any portion of the term loan with the proceeds of a legal settlement received in December 2002. As of January 31, 2003, the Company was not in compliance with the minimum revenue covenant described above and in February 2003,

the Company received a waiver for such covenant for the quarter ended January 31, 2003. The Company was compliant with all other covenants as of January 31, 2003. On July 23, 2003, the Company repaid $4.3 million for the balance of the bank term loan outstanding as of such date plus accrued interest.

On July 18, 2003, the Company entered into a $5.0 million line of credit with the same financial institution. The line of credit is secured by the Company’s tangible and intangible assets, accrues interest at prime rate plus 0.5% per annum (currently at 4.50%) and expires in July 2004. The line of credit has certain financial covenants, including covenants requiring 1) minimum cash and cash equivalence balance equal to or at least 1.25 times the outstanding principal line balance at each month end, 2) minimum liquidity of $10 million at the end of each fiscal quarter and 3) annual GAAP profitability of at least $1 (excluding restructuring charges and stock-based compensation) for the period from May 1, 2003 to April 30, 2004.

The Company’s principal executive office occupies approximately 37,247 square feet in Redwood City, California under a lease that expires in June 2005. We currently occupy various leases in United States and Europe. These leases expire at various dates through April 2009.

Rental expense was approximately $7.0 million, $12.5 million and $4.4 million for the years ended January 31, 2003, 2002 and 2001, respectively.

Future minimum lease payments under noncancelable operating leases are as follows as of January 31, 2003 (in thousands):

Lease payments above, net of estimated sublease income, relating to facilities that the Company has either vacated or terminated pursuant to its restructuring program, amounted to $3.5 million, $609,000, $1.0 million, $928,000 and $1.3 million for the twelve months ended January 31, 2004, 2005, 2006, 2007 and 2008, respectively, and $2.4 million thereafter. The $3.5 million in payments mentioned above for the twelve months ended January 31, 2004 for leases we have either vacated or terminated (but had not yet paid as of January 31, 2003) included the final $2.0 million cash payments related to the termination of a major lease in Redwood City, California. This $2.0 million was paid in February 2003. These amounts were recorded in accrued restructuring and long-term accrued restructuring as of January 31, 2003.

In November 1999, the Company loaned $1,250,000 to its then president, vertical markets, Joshua Pickus, who is now its chief executive officer, secured by a stock pledge agreement and personal assets, in connection with his purchase of 125,000 shares of the Company’s restricted common stock. The loan initially accrued interest at 6.08% and was to mature in November 2002. In May 2002, the Company extended the maturity date of the loan to November 2004 and reduced the interest rate to 3.21%. In July 2002, the Company repurchased these 125,000 shares of common stock from Mr. Pickus for $675,000, the fair market value of the common stock at that time, and Mr. Pickus used all of this consideration to repay the equivalent principal amount of the note. In connection with this repayment, the Company cancelled $116,000 in accrued

interest, which was recorded as compensation expense. The remaining amount of the loan of $674,000, including $99,000 in accrued interest, was reclassified to other assets in the second quarter of fiscal 2003 as there was no longer common stock to secure the loan. This loan remains secured by the personal assets of Mr. Pickus. On March 16, 2003, Mr. Pickus made a $150,000 payment against this loan which reduced the interest outstanding as of the date of payment to zero and reduced the principal outstanding to $537,000. On June 2, 2003, Mr. Pickus repaid $120,000 of this loan, which reduced the interest outstanding as of the date of payment to zero and reduced the principal outstanding to $421,000.

In March 2001, the Company’s board of directors authorized the Company, from time to time and as business conditions warrant, with no expiration date, to repurchase shares of common stock at market price having an aggregate value of up to $10.0 million in open market, negotiated or block transactions. In fiscal 2002, the Company repurchased 454,166 shares of common stock at an average price per share of $7.86. The Company did not repurchase shares of common stock in open market in fiscal 2003.

In January 1998, the Company adopted the 1998 Stock Option Plan (1998 Plan). There were initially 800,000 shares of common stock reserved for issuance to directors, employees and consultants under the 1998 Plan. The 1998 Plan provides for the issuance of stock purchase rights, incentive stock options or nonstatutory stock options.

The stock purchase rights are subject to a restricted stock purchase agreement whereby the Company has the right to repurchase the stock at the original issuance price upon the voluntary or involuntary termination of the purchaser’s employment with the Company. The Company’s repurchase right lapses at a rate of 25% per year over four years or 1/3 per year over three years. Through January 31, 2003, the Company had issued 339,975 shares under restricted stock purchase agreements, of which approximately 255,564 shares had been repurchased. No shares were subject to repurchase at January 31, 2003. Certain of these restricted shares were issued to officers of the Company for full recourse promissory notes with interest rates ranging from 4.44% to 8.00% in the period from July 1998 to February 2000.

Under the 1998 Plan, the exercise price for incentive stock options is at least 100% of the stock’s fair market value on the date of grant for employees owning 10% or less of the voting power of all classes of stock, and at least 110% of the fair market value on the date of grant for employees owning more than 10% of the voting power of all classes of stock. For nonstatutory stock options, the exercise price is also at least 110% of the fair market value on the date of grant for employees owning more than 10% of the voting power of all classes of stock and no less than 85% for employees owning 10% or less of the voting power of all classes of stock.

Under the 1998 Plan, options generally expire in ten years. However, the term of the options may be limited to five years if the optionee owns stock representing more than 10% of the voting power of all classes of stock. Vesting periods are determined by the Company’s Board of Directors and generally provided for shares to vest ratably over a four-year period. Pursuant to a stockholder action dated January 24, 2000, shares issued under the 1998 Plan that are subsequently canceled or repurchased by the Company or that are issuable upon exercise of options granted under the 1998 Plan that expire or become exercisable without being exercised in full, will become available under the 2000 Equity Incentive Plan. Such shares are added to common stock reserved for issuance under the 2000 Equity Incentive Plan.

As of January 31, 2003, there were 37,454 options outstanding and no additional options available for grant under the 1998 Plan.

In December 1999, the Company adopted the 2000 Equity Incentive Plan (2000 Plan). The Company initially reserved 600,000 shares of common stock for issuance under the 2000 Plan. Shares issued under the 1998 Plan that are subsequently canceled or repurchased by the Company or that are issuable upon exercise of options granted under the 1998 Plan that expire or become exercisable without being exercised in full, will become available under the 2000 Plan. On each January 1, the aggregate number of shares reserved for issuance under the 2000 Plan will increase automatically by a number of shares equal to 5% of the Company’s total outstanding shares on December 31 of the preceding year. The 2000 Plan will terminate in 2010.

Under the 2000 Plan, the exercise price for incentive stock options is at least 100% of the stock’s fair market value on the date of grant for employees owning 10% or less of the voting power of all classes of stock, and at least 110% of the fair market value on the date of grant for employees owning more than 10% of the voting power of all classes of stock. For nonstatutory stock options, the exercise price is also at least 110% of the fair market value on the date of grant for employees owning more than 10% of the voting power of all classes of stock and no less than 85% for employees owning 10% or less of the voting power of all classes of stock.

Under the 2000 Plan, options generally expire in ten years. However, the term of the options may be limited to five years if the optionee owns stock representing more than 10% of the voting power of all classes of stock. Vesting periods are determined by the Company’s Board of Directors and generally provide for shares to vest ratably over a four-year period.

As of January 31, 2003, the Company had 851,656 shares available for grant and 1,375,228 shares of common stock reserved to issue under the 2000 Plan, respectively.

In August 2000, the Company adopted the 2000 Stock Incentive Plan (2000 Incentive Plan) to provide incentives to eligible employees, including employees hired in connection with the Company’s acquisition of ABT, bSource and 600 Monkeys. The Company reserved 260,000 shares of common stock for issuance under the 2000 Incentive Plan. The exercise price of the incentive stock is determined by the Board of Directors when the option is granted and may not be less than the par value of the shares on the date of grant. Under the 2000 Incentive Plan, options generally expire in ten years. Vesting periods are determined by the Company’s Board of Directors.

As of January 31, 2003, the Company had 120,002 shares available for grant and 83,960 shares of common stock reserved for issuance only under the 2000 Incentive Plan.

In December 1999, the Company adopted the 2000 Employee Stock Purchase Plan (Purchase Plan) and initially reserved a total of 100,000 shares of the Company’s common stock for issuance under the Purchase Plan. On July 31, 2002, the Company suspended the Purchase Plan. The Company’s board of directors has the authority to reinstate the Purchase Plan in the future. Withholdings under the Purchase Plan since the last purchase period in February 2002 have been refunded to the Company’s employees. On each January 1, the aggregate number of shares reserved for issuance under the Purchase Plan increases automatically by a number of shares equal to 1% of the Company’s total outstanding shares on December 31 of the preceding year. The aggregate number of shares reserved for issuance under the Purchase Plan may not exceed 1,000,000 shares. Generally, the offering period is 24 months in length. The Purchase Plan permits eligible employees to purchase common stock through payroll deductions at a purchase price of 85% of the lower of the fair market value of the common stock at the beginning of the applicable offering period or the end of the applicable purchase period. The Company issued 21,741 and 42,559 shares of common stock under the Purchase Plan in the years ended January 31, 2003 and 2002 at a weighted-average purchase price of $4.60

and $29.20 per share, respectively. On July 31, 2002, the Company suspended the Purchase Plan. The Company’s board of directors has the authority to reinstate the Purchase Plan in the future. Withholdings under the Purchase Plan since the last purchase period in February 2002 have been refunded to the Company’s employees.

A summary of the status of the Company’s stock option plans as of January 31, 2003, 2002 and 2001 and changes during the years ended on those dates is presented below (excluding Purchase Plan):

Options granted and canceled for the year ended January 31, 2002, included approximately 890,000 stock options repriced.

The following table summarizes information about stock options outstanding as of January 31, 2003:

The Company’s income tax expense (benefit) for the years ended January 31, 2003, 2002 and 2001 are as follows (in thousands):

The reconciliations between the income tax amounts computed by applying the U.S. federal statutory tax rate of 35% to income (loss) before income taxes and actual income taxes are as follows (in thousands):

As of January 31, 2003 and 2002, the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are set out below:

The net changes in the total valuation allowance for the years ended January 31, 2003 and 2002 were an increase of approximately $17.4 million and $72.3 million, respectively. The Company believes sufficient uncertainty exists regarding its ability to realize its deferred tax assets and, accordingly, a valuation allowance has been established against the net deferred tax assets.

Approximately $3.3 million of the valuation allowance for deferred tax assets is attributable to employee stock option deductions, the benefit from which will be allocated to paid-in capital rather than current earnings if and when subsequently realized.

As of January 31, 2003 the Company had approximately $265.2 million and $87.3 million of net operating loss carryforwards for both federal and state purposes, respectively, available to offset taxable income in future years. The federal net operating loss carryforwards expire if not utilized by 2022 and the state net operating loss carryforwards expire if not utilized by 2012. In addition, the Company had approximately $4.2 million and $2.3 million of tax credit carryforwards for increased research expenditures for federal and state purposes, respectively. The increased research credit for federal purposes expires if not utilized by 2022 and the increased research credit for state purposes can be carried over indefinitely. The Company also had approximately $266,000 of manufacturer’s investment credit carryforwards for state purposes, which expire if not utilized by 2010.

Federal and state laws impose substantial restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an “ownership change,” as defined in Section 382 of the Internal Revenue Code. The Company has not yet determined whether an ownership change occurred due to significant stock transactions in each of the reporting years disclosed. If an ownership change has occurred, utilization of the net operating loss and tax credit carryforwards could be significantly reduced.

SFAS No. 131, Disclosure About Segments of an Enterprise and Related Information, establishes standards for the reporting by public business enterprises of information about operating segments, products and services, geographic areas and major customers. The method for determining what information to report is based on the way that management organizes the operating segments within the Company for making operational decisions and assessments of financial performance.

The Company’s chief operating decision makers are considered to be the chief executive officer and the chief financial officer. The chief executive officer and the chief financial officer review financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The Company operates in a single segment: software.

The Company markets its products primarily from its operations in the United States. International sales are primarily to customers in the United Kingdom and the rest of Europe. Revenue is attributed to the

location of the customers. Geographic information regarding the Company’s revenue is as follows (in thousands):

It is impracticable to determine the breakdown of fiscal 2001 revenue between United Kingdom and Europe and other. The Company’s long-lived assets residing in countries other than in the United States are insignificant.

There were no customers individually representing more than 10% of gross accounts receivables (including unbilled accounts receivable) as of January 31, 2003 and 2002, respectively. There were no customers individually representing more than 10% of total revenue in fiscal 2003, 2002 and 2001, respectively.

On February 7, 2002, the Company settled an arbitration with two founders of ABT Corporation, a company we acquired in August 2000, in connection with their consulting agreements entered with the Company in August 2000. The Company agreed to pay a total of $2.8 million and the issuance of 40,000 shares of its common stock with a value of $872,000 based on the stock price on the date of the issuance of the common stock. In fiscal 2003, the Company paid $2.6 million and the remaining balance was paid by March 2003. These amounts were included in accrued liabilities as of January 31, 2003.

In May 2002, the Company issued 4,841 shares of common stock to former employees of Proamics Corporation, a company we acquired in December 1998. Theses shares were valued at $7.70 per share based on the stock price on the date of issuance.

In August 2001, Goldman, Sachs and Co., Dain Rauscher Wessels, U.S. Bancorp Piper Jaffray and Thomas Weisel Partners, the managing underwriters of the Company’s initial public offering (the “IPO”), the Company, and certain of the Company’s officers and directors, were named as defendants in a number of purported securities class actions in United States District Court for the Southern District of New York arising out of the Company’s initial public offering in February 2000. The complaints in these actions allege, among other things, that the registration statement and prospectus filed with the Securities and Exchange Commission for purposes of the IPO were false and misleading because they failed to disclose that Goldman, Sachs and Co., Dain Rauscher Wessels, U.S. Bancorp Piper Jaffray and Thomas Weisel Partners, the managing underwriters, allegedly (i) solicited and received commissions from certain investors in exchange for allocating to them shares of Company stock in connection with the IPO and (ii) entered into agreements with their customers to allocate such stock to those customers in exchange for the customers agreeing to purchase additional shares of ours in the aftermarket at pre-determined prices. On August 8, 2001 the Court ordered that these actions, along with hundreds of IPO allocation cases against other issuers, underwriters and directors and officers, be transferred to one judge for coordinated pre-trial proceedings. In July 2002, omnibus motions to dismiss the complaints based on common legal issues were filed on behalf of all issuers, underwriters and directors and officers. By order dated October 8, 2002, the Court dismissed the Company’s officers and directors from the case without prejudice. In an opinion issued on February 19, 2003, the Court granted in part and denied in part the motions to dismiss. The complaints against the Company and the other

issuers and underwriters were not dismissed as a matter of law. A proposed settlement between the plaintiffs and issuer defendants is in the process of being negotiated and approved. These cases remain at a preliminary stage and no discovery proceedings have taken place in relation to the issuers. The Company believes that the claims asserted against it in these cases are without merit and the Company intends to defend vigorously against them. These cases seek compensatory damages in unspecified amounts as well as other relief.

On August 12, 2002, the Company filed a suit against Business Engine Corporation (“Business Engine”), a San Francisco-based software developer, in the United States District Court in San Francisco for alleged theft of trade secrets, computer fraud and other activities directed at the Company. On August 15, 2002, the Court entered a temporary restraining order against Business Engine, which among other things, prevented Business Engine from continuing to access or attempting to access the Company’s internal computer system, using or disclosing any information or documents gained from such access, or destroying, altering, deleting or tampering with any such documents or information derived from such access. On November 27, 2002, the Company and Business Engine entered into a settlement agreement. The agreement provided for a payment to the Company of $5.0 million from Business Engine which the Company received in December 2002 and recorded in other income. The agreement also provided for a permanent injunction against Business Engine prohibiting it from continuing to access or attempting to access the Company’s internal computer system and from using or disclosing any information or documents gained from any unauthorized access, a one year inspection procedure whereby a jointly appointed neutral expert will ensure protection of Niku intellectual property, and mutual releases.

On February 12, 2003, the Company entered into a common stock and warrant purchase agreement with various investors led by Walden VC, providing for the issuance of 3,088,230 shares of the Company’s common stock at a price of $3.35 per share and warrants to purchase 386,034 shares of common stock at a price of $0.40 per share in a connection with a private placement. These warrants have an exercise price of $3.40. In February 2003, the Company issued 1,549,735 shares of its common stock and warrants to purchase 193,720 shares of common stock in connection with this private placement. In April 2003, the Company’s stockholders approved the issuance of the remaining 1,538,495 shares of the Company’s common stock and warrants to purchase 192,314 shares of common stock in connection with this private placement and we issued such common stock and warrants to purchase common stock. Total estimated net proceeds from the private placement approximated $10.3 million. Total shares and warrants outstanding following the private placement were 11,853,646 (including options exercised subsequent to January 31, 2003) and 405,617, respectively.

On April 15, 2003, the Company announced a voluntary stock option exchange program for its employees. Under the program, the Company’s employees were given the opportunity to exchange outstanding stock options previously granted to them with an exercise price greater than or equal to $7.50 per share for a new stock option exercisable for 1.15 shares for each share subject to the tendered stock options, to be granted at a future date, at least six months and a day from the cancellation date. The exercise price of these new stock options will be equal to the fair market value of our common stock on the date of grant. On the grant date, the new stock options will be vested as to the number of stock options that would have been vested on such date had the old stock options not been tendered plus the number of shares that would have been vested had the old stock option been exercisable for 15% more shares. The Company’s chief executive officer, chief financial officer and members of the board of directors are not eligible to participate in the program. The stock option exchange program did not result in any additional compensation charges or variable plan accounting. On April 15, 2003, stock options for 622,511 shares of common stock were eligible to be exchanged. On May 13, 2003, the Company’s employees tendered stock options for 525,031 shares of common stock. The Company expects to grant its employees stock options to purchase 603,785 shares of common stock at least six months and a day from May 13, 2003. As a result of this stock option program, the Company will no longer incur stock-based compensation for outstanding stock options for approximately 298,000 shares of common stock

that were previously repriced in November 2001. The Company will continue to incur stock-based compensation for outstanding stock options for approximately 73,000 shares of common stock that were previously repriced in November 2001 that were not tendered pursuant to the stock option exchange program to the extent that our stock price increases above $7.50.

The selected unaudited quarterly financial data are as follows (in thousands, except per share data):


(1)	Revenue and cost of revenue reclassified for Emerging Issues Task Force Issue (“EITF”) No. 01-14, Income Statement Characterization of Reimbursements Received for Out of Pocket Expenses Incurred.

Our board of directors currently consists of six members and previously was divided into three classes, with each class serving a staggered three-year term. In December 2002, we transferred the listing of our common stock from the Nasdaq National Market to the Nasdaq SmallCap Market. As a result, we may be subject to California Corporations Code which requires the annual election of directors. A director serves in office until his respective successor is duly elected and qualified or until his earlier resignation, death or removal.

Certain information regarding the members of our board of directors is set forth below:

Joshua Pickus has served as our president and chief executive officer since November 2002. Mr. Pickus served as a member of our board of directors since October 2002 and as chairman of the board since February 2003. Mr. Pickus was our chief financial officer from February 2001 to January 2003 and our president, worldwide business relations from January 2001 to November 2002. From November 1999 to January 2001, Mr. Pickus served as our president, vertical markets. From April 1999 to November 1999, Mr. Pickus was a general partner in the private equity group at Bowman Capital Management, a technology investment firm. From January 1994 to March 1999, he was a partner at Venture Law Group, a Silicon Valley law firm. Mr. Pickus holds an AB in public and international affairs from Princeton University and a JD from the University of Chicago Law School.

Ravi Chiruvolu has been a director of Niku since October 2002. Mr. Chiruvolu has been a general partner of Charter Ventures since June 2000. From October 1998 to June 2000, Mr. Chiruvolu served as a principal of Alta Partners. From June 1996 to October 1998, Mr. Chiruvolu was a general manager of Peapod, Inc. From May 1995 to June 1996, Mr. Chiruvolu worked in the corporate strategy group of Ameritech, Inc, a regional Bell operating company. Mr. Chiruvolu is also a member of the boards of directors of several private companies. Mr. Chiruvolu holds a MBA from Harvard University and a MS and BS in mechanical engineering from MIT.

Matt Miller was elected to our board in February 2003, in connection with a private placement we entered into with various investors, led by Walden VC. Mr. Miller has served as a general partner of Walden VC since January 2002. From April 2000 to January 2002, Mr. Miller served as president and later as chief executive officer of Moai Technologies, a software company. From July 1996 to April 2000, Mr. Miller served as vice president and general manager at Remedy Corporation, a software company. Mr. Miller holds a MBA in finance and marketing from Columbia University and a BA in psychology from Cornell University.

Edward F. Thompson has been a director of Niku since August 2001. Mr. Thompson has served as a senior advisor to the board of directors of Fujitsu Limited and as a director of several Fujitsu subsidiaries or portfolio companies since 1995. From 1976 to 1994, Mr. Thompson served in a series of management positions with Amdahl Corporation including, from August 1983 to June 1994, chief financial officer and secretary of Amdahl and from October 1985 to June 1994, chief executive officer of Amdahl Capital Corporation. Mr. Thompson holds a MBA in operations research and finance from Santa Clara University and a BS in aeronautical engineering from the University of Illinois. Mr. Thompson is a member of the board of directors of Stratex Networks, Inc., a networking company. He is also a member of the boards of directors and strategic advisory boards of several private companies.

Peter Thompson has been a director of Niku since December 2002. Mr. Thompson has been a director of Technology Consulting at Btexact Technologies, a division of British Telecom, since April 2000. From April 1998 to April 2000, Mr. Thompson served as the general manager of Integrated Business Solutions at British Telecom. From February 1996 to April 1998, Mr. Thompson served as the channel manager and product manager for BT Wholesale, a division of British Telecom. From March 1994 to February 1996, Mr. Thompson served as the development program director for the BT/ MCI joint venture, a global telecommunications venture. Mr. Thompson holds a Honors degree from Loughborough University of Science and Technology in electronic and electrical engineering.

Val E. Vaden has been a director of Niku since November 2001. Mr. Vaden is a managing partner of Vector Capital and co-founded the firm. Prior to forming Vector Capital, from August 1994 to August 1997, Mr. Vaden was a founding general partner of Benchmark Capital. Mr. Vaden holds an MBA from the Stanford University Graduate School of Business and an AB from Stanford University. Mr. Vaden also serves as a director on the boards of several private companies.

Our executive officers and their ages and positions as of March 31, 2003 were as follows:

Joshua Pickus has served as our president and chief executive officer since November 2002. Mr. Pickus served as a member of our board of director since October 2002 and as chairman of the board since February 2003. Mr. Pickus was our chief financial officer from February 2001 to January 2003 and our president, worldwide business relations from January 2001 to November 2002. From November 1999 to January 2001, Mr. Pickus served as our president, vertical markets. From April 1999 to November 1999, Mr. Pickus was a general partner in the private equity group at Bowman Capital Management, a technology investment firm. From January 1994 to March 1999, he was a partner at Venture Law Group, a Silicon Valley law firm. Mr. Pickus holds an AB in public and international affairs from Princeton University and a JD from the University of Chicago Law School.

Michael Shahbazian has served as our chief financial officer since January 2003. From November 2000 to November 2002, Mr. Shahbazian served as the chief financial officer of ANDA Networks, a telecommunications equipment company. From February 2000 to November 2000, Mr. Shahbazian served as the chief financial officer of Inventa Technologies, an internet professional services company. From April 1999 to January 2000, Mr. Shahbazian served as the chief financial officer for Walker Interactive, a software company. From June 1979 to April 1999, Mr. Shahbazian served in a variety of senior finance positions at Amdahl Corporation, including corporate treasurer and European CFO. Mr. Shahbazian hold a BS in Business from California State University at Fresno and a MBA from the University of Southern California.

There currently are no family relationships among any of our directors or executive officers.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and holders of more than 10% of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and other equity securities of ours. Such officers, directors and 10% stockholders are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) forms they file.

Securities and Exchange Commission regulations require us to identify anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received, or written representations from reporting persons stating that they were not required to file these forms, we believe that, during the fiscal year, all Section 16(a) filing requirements were satisfied on a timely basis except for options granted to Messrs. Edward F. Thompson and Vaden in June 2002 that were reported on their respective Form 5s in March 2003.

The following table shows compensation information during each of our last three fiscal years for our Chief Executive Officer and our other four most highly compensated executive officers. These individuals are collectively referred to as the “Named Executive Officers.”


(1)	Represents Mr. Shahbazian’s salary from his employment commencement date on January 21, 2003 to January 31, 2003.

(2)	From November 2001 to September 2002, Mr. Dibachi declined to receive a salary.

(3)	Represents a loan that was forgiven in the first quarter of fiscal 2002.

(4)	These options vest monthly over 24 months from the grant date.

(5)	All options granted to Mr. Pickus in fiscal 2002 were cancelled in fiscal 2003.

(6)	These options fully vested one year from the grant date.

(7)	Mr. Dibachi’s unvested options to purchase 62,500 shares were cancelled on November 14, 2002 and vested options to purchase 87,500 shares expired on February 14, 2003. Ms. Dibachi’s unvested options to purchase 8,333 shares were cancelled on November 14, 2002 and vested options to purchase 11,667 shares expired on February 14, 2003.


(8)	Mr. Dibachi’s unvested options to purchase 6,666 shares were cancelled on November 14, 2002 and vested options to purchase 13,334 shares expired on February 14, 2003. Ms. Dibachi’s unvested options to purchase 3,333 shares were cancelled on November 14, 2002 and vested options to purchase 6,667 shares expired on February 14, 2003.

(9)	Mr. LaBarbara exercised options to purchase 13,000 shares of common stock in March 2002. Unvested options to purchase 71,138 shares of common stock were cancelled on July 31, 2002 and vested options to purchase 41,112 shares of common stock expired on November 12, 2002.

The following table shows all options to acquire shares of our common stock granted to the Named Executive Officers during fiscal 2003.

The options shown in the above table were granted at an exercise price equal to the fair market value of our common stock on the date of grant and will expire ten years from the date of grant. Options granted to Mr. Pickus vest monthly over two years from the grant date for as long as Mr. Pickus remains employed by us. During fiscal 2003, we granted options to purchase a total of 770,465 shares of common stock to our employees.


	•	Multiplying the number of shares of common stock subject to a given option by the market price on the date of the grant or the date of repricing, if the option was repriced;

	•	Assuming that the amount derived from that calculation compounds at the annual 5% or 10% rates shown in the table for the entire ten-year term of the option; and

	•	Subtracting from that result the total option exercise price.

The 5% and 10% assumed annual rates of stock price appreciation are required by the rules of the Securities and Exchange Commission and do not reflect our estimate or projection of future common stock prices. As of January 31, 2003, the closing price of our common stock was $4.19 per share.

The following table shows the number of options held by the Named Executive Officers that were exchanged in a manner that may be deemed to be a repricing during fiscal 2003.

The following table shows the number of shares acquired and the value realized upon exercise of stock options by the Named Executive Officers during fiscal 2003 and the number and value of options they held as of the end of fiscal 2003. Also reported are values of “in-the-money” options that represent the positive difference between the exercise price of the outstanding stock option and the fair market value of the shares subject to the option at fiscal year end multiplied by the number of shares issued upon exercise of the option.

Our non-employee directors generally do not receive cash compensation for their services as directors but are reimbursed for their reasonable expenses in attending board and committee meetings. Our directors are currently granted options under our 2000 Equity Incentive Plan. The options granted under the 2000 Equity Incentive Plan to non-employee directors are automatic and non-discretionary, with an exercise price equal to the fair market value of the common stock on the date of grant. Each non-employee director who becomes a member of the board is automatically granted an option to purchase 5,000 shares of our common stock as of the date that director joins the board. Immediately following each annual meeting of our stockholders, each non-employee director is automatically granted an additional option to purchase 2,500 shares of our common stock if the non-employee director has served continuously as a member of our board for at least twelve months since the date of the initial option grant to that non-employee director. All options granted to each eligible non-employee director have an exercise price equal to the fair market value of our common stock on the date of grant. The board of directors may also make discretionary supplemental grants to any eligible director and has done so to Messrs. Chiruvolu, Edward F. Thompson and Vaden. Options granted to non-employee directors have a ten-year term from the date of grant, and may be exercised for three months after termination of service or twelve months in the event of death or disability. All options granted to non-employee directors vest over three years, at a rate of 2.778% of the total shares on each monthly anniversary of the grant, so long as the non-employee director remains a director or consultant, except for the 20,000 options we granted to Mr. Chiruvolu on October 22, 2002, the 10,000 shares we granted to Mr. Edward F. Thompson on November 13, 2002 and the 20,000 options we granted to Mr. Vaden on November 13, 2002, which vest ratably over twenty-four months. In the event of our dissolution or liquidation or a change in control transaction, options granted to our non-employee directors under the plan become 100% vested and exercisable in full.

Below are options we have granted to non-employee members of our board of directors in fiscal 2003.

On October 18, 2002, we entered into an employment agreement with Farzad Dibachi, who was then our president and chief executive officer. The agreement provides for a base salary of $360,000 per year, a

discretionary bonus, certain benefits and $30,000 per month for six months upon resignation or termination by us other than for cause. The agreement also provides for a one-time payment of $50,000 and three quarterly payments of $84,792 for, among other things, the execution of a voting agreement, a non-solicitation agreement and certain other agreements by Mr. Dibachi. Mr. Dibachi resigned as our president and chief executive officer in November 2002 and as a director in December 2002. From November 2001 to September 2002, Mr. Dibachi declined to take a salary. In connection with these arrangements, we have paid approximately $254,000 in severance plus related benefits to Mr. Dibachi in fiscal 2003 and paid approximately $296,000 in severance plus related benefits in fiscal 2004.

On October 18, 2002, we entered into an employment agreement with Rhonda Dibachi, who was then our vice president of strategy and planning. The agreement provided for a base salary of $202,500 per year, a discretionary bonus and $16,875 per month for six months upon resignation or termination by us other than for cause. The agreement also provides for a one-time payment of $50,000 and three quarterly payments of $84,792 for, among other things, the execution of a voting agreement, a non-solicitation agreement and certain other agreements by Ms. Dibachi. Ms. Dibachi resigned as our executive vice president of strategy and planning in November 2002. In connection with these arrangements, we have paid approximately $209,000 in severance plus related benefits to Ms. Dibachi in fiscal 2003 and paid approximately $252,000 in severance plus related benefits in fiscal 2004.

Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the DGCL. In addition, we have entered into indemnification agreements with certain of our directors and officers which, among other things, provide for indemnification of our directors and officers for expenses and liabilities incurred in any investigation, defense, settlement or appeal of a proceeding arising out of his or her services as a director or officer or at our request. We believe that these provisions and agreements are necessary to attract and retain qualified people as directors and executive officers. We also have purchased and maintained insurance for our officers, directors, employees or agents against liabilities that a director, an officer, an employee or an agent may incur in his or her capacity as such.

In the section below, we describe our executive compensation policies and practices. We also identify the procedures we use to determine the compensation of our Chief Executive Officer and other Named Executive Officers.

Compensation Philosophy. In developing our executive compensation policies, our compensation committee has two principal objectives: (1) attracting and retaining our executive officers; and (2) motivating our executive officers to achieve short-term and long-term corporate goals that enhance stockholder value. Our committee seeks to achieve those objectives within the Company’s current financial plans. Accordingly, our committee has adopted the following overriding policies:


	•	pay compensation that is competitive with the practices of comparable high technology companies;

	•	set challenging performance goals for our officers and provide a short-term incentive through a bonus plan that is based upon achievement of these goals;

	•	align the interests of our officers with those of our stockholders by providing a significant long-term incentive in the form of stock options; and

	•	adjust compensation levels to reflect changes in the Company’s market, performance and resources.

In determining executive compensation levels at the annual compensation review in fiscal 2003, the Compensation Committee reviewed market data for compensation by publicly-held technology companies comparable to us. Comparable companies that we evaluated included those examined in several commercial surveys of executive compensation in technology companies.

Total Annual Compensation. Each Named Executive Officer’s compensation package may, in one or more years, be comprised of the following three elements: (1) base salary; (2) annual variable performance awards such as bonuses; and (3) long-term equity incentives. We authorize guidelines for officers’ target total annual compensation (salary and bonus) after reviewing similar compensation information from companies in the high technology industry.

Base Compensation. Salaries for Named Executive Officers for fiscal 2003 were initially determined on an individual basis by evaluating each named executive’s scope of responsibility, performance, prior experience and salary history as well as the salaries for similar positions at technology companies in the San Francisco Bay Area that are of comparable size to us and with which we compete for executive personnel. Salary for Mr. Shahbazian was based on his industry experience, competitive salary information and current market conditions as well as negotiations with him prior to his commencement of employment.

Bonuses. Target bonuses for each Named Executive Officer are based on his or her potential impact on our operating and financial results and based on market competitive pay practices. Target bonuses are generally expressed as a percentage of an executive’s base salary. The actual bonus that is paid to each officer depends on the achievement of business unit and corporate objectives and financial performance goals. The business unit objectives we set include both financial and operating goals, including, for example, increasing revenue, operating income and cash flow. In fiscal 2003, bonuses were paid based on the Company’s achievement of profitability in the third and fourth quarters of the year.

Each year, we adjust the performance goals in light of general business conditions and our corporate strategies for the year. For fiscal 2003, the Committee established an executive bonus program under which payments were made if the Company’s financial performance improved significantly. Mr. Pickus, our chief financial officer for the majority of fiscal 2003, earned a bonus of $250,000 in fiscal 2003 based primarily on the Company’s achievement of profitability in the third and fourth quarters of the year. Mr. Shahbazian, hired as the Company’s chief financial officer in January 2003, did not receive a bonus in fiscal 2003.

Stock Options. Our committee strongly believes that stock options motivate our officers to maximize stockholder value and to remain employed with Niku despite a very competitive labor market. Except as specified herein, all Niku stock options have a per share exercise price equal to the fair market value of our common stock on the grant date. The actual value of the equity-based compensation depends entirely on appreciation of our common stock. Stock options have value for the executive only if the price of our common stock increases above the fair market value on the grant date and the executive remains in our employ for the period required for the options or shares to vest.

The number of options granted to each named executive officer and the vesting schedule are determined based on a variety of factors, including (1) the executive’s position at Niku; (2) his or her individual performance; and (3) the number of options the executive already holds. In fiscal 2003, our committee relied upon these factors to approve stock option grants for the named executive officers and other senior officers, and for certain other individual grants. All other grants were approved by Joshua Pickus, our president and chief executive officer and Farzad Dibachi, our former president and chief executive officer, after utilizing guidelines approved by the committee.

Compensation of Chief Executive Officer. During fiscal 2003, Mr. Pickus earned a salary of $294,946 and, as noted above, a bonus of $250,000. This bonus was based primarily on the Company’s achievement of profitability in the fourth quarter of the year. During fiscal 2003, Mr. Pickus also received equity-based compensation in the form of options to purchase 150,000 shares of our common stock with an exercise price of $1.50 and had options to purchase 55,000 shares of our common stock with an exercise price of $7.50 cancelled. This cancellation was made in a manner that may be deemed a repricing of Mr. Pickus’ options.

During fiscal 2003, Mr. Dibachi received a salary of $74,572. Mr. Dibachi declined to receive a salary from November 2001 to September 2002. We did not grant options to Mr. Dibachi in fiscal 2003. In October 2002, we entered into an employment agreement with Mr. Dibachi providing for a base salary of $360,000 per year, a discretionary bonus, certain benefits and $30,000 per month for six months upon his resignation or termination by us other than for cause. The agreement also provides for a one-time payment of $50,000 and three quarterly payments of $84,792 for, among other things, the execution of a voting agreement, a non-solicitation agreement and certain other agreements by Mr. Dibachi. Mr. Dibachi resigned as our president and chief executive officer in November 2002 and as a director in December 2002. In connection with these arrangements, we have paid approximately $254,000 in severance plus related benefits to Mr. Dibachi in fiscal 2003 and paid approximately $296,000 in severance plus related benefits in fiscal 2004.

Tax Deductibility of Executive Compensation. Under Section 162(m) of the Internal Revenue Code, we generally receive a federal income tax deduction for compensation paid to any of our Named Executive Officers only if the compensation is less than $1,000,000 during any fiscal year or is “performance-based” under Section 162(m). Our stock option plans permit our committee to pay compensation that is “performance-based” and thus fully tax-deductible by us. Our committee currently intends to continue seeking a tax deduction for all of our executive compensation, to the extent we determine it is in our best interests.

Stockholders should be aware that under SEC rules, the Compensation Committee Report is not considered “filed” with the SEC under the Securities Exchange Act of 1934, and is not incorporated by reference in any of our past or future filings under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless this report is specifically referenced. You may not consider this report for soliciting the purchase or sale of our common stock.

None of our executive officers served during fiscal 2003 as a member of the board of or compensation committee of any entity that has had one or more executive officers which served as a member of our board of directors of compensation committee.

The graph set forth below compares the cumulative total stockholder return on our common stock between February 29, 2000, the date of our initial public offering, and January 31, 2003 with the cumulative total return of (i) the Nasdaq Stock Market Index (the “Nasdaq Index”); (ii) the JP Morgan H&Q Computer Software Index (the “JP Morgan Index”); and (iii) the RDG Software Composite Index, over the same period. This graph assumes the investment of $100.00 on February 29, 2000 in our common stock, the Nasdaq Index, the JP Morgan Index and the RDG Software Composite Index, and calculates the annual return through January 31, 2003. This graph assumes the reinvestment of dividends, if any. The stock price performance shown in the graph below is based on historical data and does not necessarily indicate future stock price performance.

The JP Morgan Index was discontinued in the middle of 2002 and has been replaced with the RDG Software Composite Index.

*$100 invested on 2/29/00 in stock or index-including reinvestment of dividends. Fiscal year ending January 31.

The Stock Performance Graph is not considered “filed” with the SEC under the Securities Exchange Act of 1934, as amended, and is not incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, unless this section is specifically referenced.

The following table indicates beneficial ownership of our common stock as of June 30, 2003 by: (a) each person or entity known by us to beneficially own 5% or more of our common stock; (b) each of our directors and nominees; (c) each of our Named Executive Officers (as defined below); and (d) all directors and Named Executive Officers as a group.

The percentage of beneficial ownership for the table is based on 11,921,440 shares of our common stock outstanding as of June 30, 2003, as adjusted as required by rules promulgated by the Securities and Exchange Commission. To our knowledge, except under community property laws or as otherwise noted, the persons and entities named in the table have sole voting and sole investment power over their shares of our common stock.

Information with respect to beneficial ownership has been furnished by each director, officer or 5% or more stockholder, as the case may be, and Schedules 13D and 13G, if any, filed with the Securities and Exchange Commission. Beneficial ownership is determined under the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. In computing the number of shares beneficially owned by a person named in the following table and the percentage ownership of that person, shares of our common stock that are subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of June 30, 2003 are deemed outstanding. These shares are not, however, deemed outstanding for the purpose of computing the percentage ownership of any other person.


(1)	Represents 1,618,179 shares and warrants to purchase 202,272 shares held by Walden VC II, L.P.; 149,013 shares and warrants to purchase 18,627 shares held by Walden SBIC, L.P.; 145,104 shares and warrants to purchase 18,138 shares held by Walden Capital Partners II, L.P.; 146,527 shares and warrants to purchase 18,316 shares held by Walden VC II-Side, L.P.; 58,824 shares and warrants to purchase 7,353 shares held by Walden Investors; 29,411 shares and warrants to purchase 3,677 shares held by Walden Management Co. Pension Fund; 29,411 shares and warrants to purchase 3,677 shares held by Walden Management Corporation; 65,511 shares and warrants to purchase 3,677 shares held by Walden Capital Partners; 32,011 shares and warrants to purchase 3,677 shares held by George Sarlo Revocable Trust dated 12/23/91; and 29,411 shares and warrants to purchase 3,677 shares held by Sarlo-Berliner, Inc. Each is a member of a Section 13(d) group and disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. Messrs. Matthew Miller, Larry Marcus, Steve Eskenazi, Art Berliner, George Sarlo and Phil Sanderson possess voting and dispositive power over the shares held by certain WaldenVC and its affiliated entities.

(2)	Mr. Theodore H. Kruttschnitt, III possesses voting and dispositive power over the shares held by Limar Realty Corp. #30. Mr. Kruttschnitt, III is a controlling stockholder of Limar Realty Corp. #30.


(3)	Represents 917,374 shares and warrants to purchase 47,426 shares held by Vector Capital II, L.P.; 35,948 shares and warrants to purchase 1,859 shares held by Vector Entrepreneur Fund II, L.P.; and 113,390 shares and warrants to purchase 5,862 shares held by Vector Member Fund II L.P. Vector Capital Partners II, L.L.C. is the general partner of Vector Capital II, L.P., Vector Entrepreneur Fund II, L.P. and Vector Member Fund II, L.P. and may be deemed to have sole power to vote these shares. Mr. Val E. Vaden and Alexander R. Slusky possess voting and dispositive power over the shares held by Vector Capital II, L.P. and its affiliates. Mr. Vaden and Mr. Slusky are Managing Members of Vector Capital Partners II, L.L.C., which is the general partner of Vector Capital II, L.P.

(4)	Represents 1,012,354 shares held by the Dibachi Family Trust. Mr. Farzad Dibachi and Ms. Rhonda Dibachi possess voting and dispositive power over the shares held by the Dibachi Family Trust.

(5)	Represents 464,323 shares held by the Garnett Family Trust; 7,538 shares held by Mr. Garnett; and 294,117 shares and warrants to purchase 36,765 shares held by Katrina A. Garnett. Excludes 120,000 shares held by the Garnett 1996 Children’s Trust. Mr. and Mrs. Garnett do not possess any voting or dispositive power over shares held by the Garnett 1996 Children’s Trust and disclaim beneficial ownership over the shares held by the trust. Mr. Garnett and Ms. Garnett possess voting and dispositive power over the shares held by the Garnett Family Trust.

(6)	Represents 38,847 shares held by Mr. Chiruvolu, 9,728 shares subject to options held by Mr. Chiruvolu that are exercisable within 60 days of June 30, 2003 and warrants to purchase 3,677 shares held by Mr. Chiruvolu.

(7)	Represents 1,000 shares held by Mr. Miller. Includes 1,618,179 shares and warrants to purchase 202,272 shares held by Walden VC II, L.P. and 146,527 shares and warrants to purchase 18,316 shares held by Walden VC II-Side, L.P. Mr. Miller is a managing member of Walden VC, LLC, the general partner of Walden VC II, L.P. and Walden VC II-Side, L.P. Mr. Miller disclaims beneficial ownership to the shares held by such funds except to the extent of his pecuniary interest therein.

(8)	Represents 4,739 shares held by the Pickus Family Trust and 65,081 shares subject to options held by Mr. Pickus that are exercisable within 60 days of June 30, 2003. Mr. Pickus Ms. Carey Pickus possess voting and dispositive power over the shares held by the Pickus Family Trust.

(9)	Represents 19,999 shares subject to options held by Mr. Shahbazian that are exercisable within 60 days of June 30, 2003.


(10)	Represents 6,804 shares subject to options held by Mr. Edward F. Thompson that are exercisable within 60 days of June 30, 2003.

(11)	Represents 1,410 shares held by Mr. Peter Thompson and 5,555 shares subject to options held by Mr. Thompson that are exercisable within 60 days of June 30, 2003.

(12)	Represents 8,887 shares subject to options held by Mr. Vaden that are exercisable within 60 days of June 30, 2003 and 1,066,712 shares and warrants to purchase 55,147 shares of common stock held by funds managed by Vector Capital Partners II, L.L.C. Mr. Vaden is a Managing Member of Vector Capital Partners II, L.L.C. Mr. Vaden disclaims beneficial ownership of the shares held by such funds except to the extent of his pecuniary interest therein.

(13)	Represents 2,877,414 shares held by all directors and executive officers as a group and 395,466 shares subject to options or warrants held by all directors and executive officers as a group that are exercisable within 60 days of June 30, 2003.

The following table provides information as of January 31, 2003 with respect to the shares of our common stock that may be issued under our existing equity incentive plans.


	1.	Includes the 2000 Equity Incentive Plan and the 2000 Employee Stock Purchase Plan.

	2.	Includes the 1998 Stock Option Plan and 2000 Stock Incentive Plan.

	3.	On each January 1, the number of shares reserved and available for grant under the 2000 Equity Incentive Plan is increased automatically by a number of shares equal to 5% of our total outstanding shares on the immediately prior December 31 and the number of shares reserved for issuance under the 2000 Employee Stock Purchase Plan is increased by a number of shares equal to 1% of our total outstanding shares on the immediately prior December 31.

Other than the compensation arrangements described in “Compensation of Directors” and “Executive Compensation and Related Information” and the transactions described below, since January 31, 2002, there has not been nor is there currently proposed, any transaction or series of similar transactions required to be disclosed to which we were or will be a party in which the amount involved exceeds $60,000 and in which any executive officer, director or beneficial owner of more than 5% of our common stock had or will have a direct or indirect material interest.

In November 1999, we loaned $1,250,000 to our then president, vertical markets, Joshua Pickus, who is now our chief executive officer, secured by a stock pledge agreement and personal assets, in connection with his purchase of 125,000 shares of our restricted common stock. The loan initially accrued interest at 6.08% and was to mature in November 2002. In May 2002, we extended the maturity date of the loan to November 2004 and reduced the interest rate to 3.21%. In July 2002, we repurchased these 125,000 shares of common stock from Mr. Pickus for $675,000, the fair market value of the common stock at that time, and Mr. Pickus used all of this consideration to repay the equivalent principal amount of the note. In connection with this repayment, we cancelled $116,000 in accrued interest, which was recorded as compensation expense. The remaining amount of the loan of $674,000, including $99,000 in accrued interest, was reclassified to other assets in the second quarter of fiscal 2003 as there was no longer common stock to secure the loan. This loan remains secured by the personal assets of Mr. Pickus. On March 16, 2003, Mr. Pickus made a $150,000 payment against this loan which reduced the interest outstanding as of the date of repayment to zero and reduced the principal outstanding to $537,000. On June 2, 2003, Mr. Pickus repaid $120,000 of this loan, which reduced the interest outstanding as of the date of payment to zero and reduced the principal outstanding to $421,000. In November 1999, we also loaned $200,000 to Mr. Pickus under a separate agreement at a rate of 8.0% per annum, which was due on or before November 11, 2002. Mr. Pickus has fully repaid this loan.

On February 12, 2003, we entered into a common stock and warrant purchase agreement with various investors led by Walden VC, providing for the issuance of 3,088,230 shares of our common stock at a price of $3.35 per share and warrants to purchase 386,034 shares of our common stock at a price of $0.40 per warrant share. The warrants carry an exercise price of $3.40 per share and have a five-year term. The private placement closed in two parts and the subsequent closing of the private placement was approved by our stockholders at a special meeting of stockholders held on April 10, 2003. The sale of common stock and warrants is intended to be exempt from the registration statements of the Securities Act of 1933, as amended, and we expect to rely upon Section 4(2) and/or the Regulation D “safe harbor” provisions.

In connection with the private placement, our board of directors appointed Matt Miller, a managing member of Walden VC, to our board of directors as a Class III Director. Walden VC and its affiliated entities purchased 2,264,702 shares and warrants to purchase 283,091 shares of our common stock in the private placement.

Mr. Val E. Vaden, a member of our board of directors, is a managing member of Vector Capital Partners II, L.L.C. (hereinafter referred to as “Vector Capital”). Vector Capital or its affiliates purchased 441,177 shares and warrants to purchase 55,147 shares of our common stock in the private placement. Vector Capital or its affiliates held 849,055 shares and warrants to purchase 27,940 shares prior to the private placement.

Mr. Ravi Chiruvolu, a member of our board of directors, purchased 29,412 shares and warrants to purchase 3,677 shares of our common stock in the private placement. Mr. Chiruvolu’s participation in the private placement was conditioned on our obtaining stockholder approval for his purchase of shares and warrants, which was obtained at the special meeting of stockholders held on April 10, 2003.

Mr. Terence Garnett resigned from our board of directors in May 2002. In the private placement, Ms. Katrina Garnett, wife of Terence Garnett, purchased 294,117 shares and warrants to purchase 36,765 shares of our common stock.

Our chief executive officer and chief financial officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of a date within 90 days prior to the filing date of this annual report on Form 10-K (the “Evaluation Date”). Based on such evaluation, they have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in alerting management on a timely basis to material information relating to the Company required to be included in our reports filed or submitted under the Exchange Act.

Since the Evaluation Date, there have not been any significant changes in our internal controls or in other factors that could affect such controls.

(a) The following exhibits are filed as part of, or incorporated by reference into, this annual report on Form 10-K

On December 3, 2002, we filed a current report on Form 8-K to announce that our common stock will trade on The Nasdaq SmallCap Market beginning December 3, 2002.

On November 7, 2002, we filed a current report on Form 8-K to announce the termination of the lease for our former headquarters at 350 Convention Way, Redwood City, California.


(1)	Incorporated by reference to the Registrant’s Fiscal 2000 Annual Report on Form 10-K filed on April 28, 2000.

(2)	Incorporated by reference to the Registrant’s Registration Statement on Form S-8 dated November 17, 2001.

(3)	Incorporated by reference to the Registrant’s Fiscal 2001 Annual Report on Form 10-K filed on April 19, 2001.

(4)	Incorporated by reference to the Current Report on Form 8-K filed on November 7, 2002.

(5)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on June 13, 2002.

(6)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on September 12, 2002.

(7)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed December 13, 2002.

(8)	Incorporated by reference to the Current Report on Form 8-K filed on November 21, 2002.

(9)	Incorporated by reference to the Current Report on Form 8-K filed on April 14, 2003.


(10)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed April 15, 2003.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.


	By:	/s/ JOSHUA PICKUS



	Joshua Pickus
	President, Chief Executive Officer
	and Chairman of the Board
	(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment to the annual report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:


	1. I have reviewed this annual report on Form 10-K of Niku Corporation;

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

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

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


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

	(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

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


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


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

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


	6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


	1. I have reviewed this annual report on Form 10-K of Niku Corporation;

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

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

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


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

	(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

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


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


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

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


	6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


	/s/ MICHAEL SHAHBAZIAN

	Michael Shahbazian
	Chief Financial Officer
	(Principal Accounting Officer)


(1)	Write-offs included $2,606 relating to write off of allowance for doubtful accounts from acquisitions.


(Mark One)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the fiscal year ended January 31, 2003 or

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

		For the transition period from to


Delaware		77-0473454
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

305 Main Street, Redwood City, CA		94063
(Address of principal executive offices)		(Zip Code)


PART I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
Part II
	Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
	Item 6. Selected Consolidated Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
	Item 14. Controls and Procedures
PART IV
	Item 15. Exhibits, Financial Statement Schedules and Reports on 8-K
SIGNATURES
EXHIBIT INDEX
EXHIBIT 23.01
EXHIBIT 99.01
EXHIBIT 99.02


		Page

PART I
Item 1.	Business		2
Item 2.	Properties		13
Item 3.	Legal Proceedings		13
Item 4.	Submission of Matters to a Vote of Security Holders		13
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters		14
Item 6.	Selected Consolidated Financial Data		15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		33
Item 8.	Financial Statements and Supplementary Data		34
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		63
PART III
Item 10.	Directors and Executive Officers of the Registrant		63
Item 11.	Executive Compensation		65
Item 12.	Security Ownership of Certain Beneficial Owners and Management		71
Item 13.	Certain Relationships and Related Transactions		74
Item 14.	Controls and Procedures		75
PART IV
Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K		75
Signatures			78
Certifications			79


For	Against		Abstain

5,157,364		38,995		1,541,586


3M Company Affiliated Computer Services (ACS) Allmerica Banco Popular Bank of America Barclaycard Best Buy Blue Cross Blue Shield		BT (British Telecom) Cendant DST Dynegy Eastman Chemical Emerson Process (Fisher Controls International) Equant Nationwide Insurance		Openwave Systems Overture Quest Diagnostics Sony Pictures Standard Chartered Bank Target Toyota



	Price Range Per Share

	High		Low

Quarter Ended:
January 31, 2003	$	7.80	$	3.57
October 31, 2002	$	3.90	$	1.00
July 31, 2002	$	11.50	$	2.50
April 30, 2002	$	35.70	$	9.90
January 31, 2002	$	29.40	$	5.50
October 31, 2001	$	9.00	$	4.70
July 31, 2001	$	27.10	$	8.00
April 30, 2001	$	108.10	$	11.20



	Years Ended January 31,

	2003			2002			2001			2000			1999


	(In thousands, except per share data)
Total revenue	$	48,410		$	67,466		$	68,922		$	8,157		$	15
Cost of revenue		13,739			57,877			30,787			2,620			4
Gross profit		34,671			9,589			38,135			5,537			11
Operating loss		(43,530	)		(294,014	)		(141,000	)		(37,036	)		(3,150	)
Net loss		(37,794	)		(291,546	)		(130,876	)		(36,487	)		(3,020	)
Basic and diluted net loss per share	$	(4.96	)	$	(39.20	)	$	(19.57	)	$	(56.08	)	$	(6.19	)
Shares used in computing basic and diluted net loss per share		7,618			7,437			6,687			651			488



	January 31,

	2003			2002			2001			2000			1999


	(In thousands)
Cash, cash equivalents and short-term investments	$	16,670		$	51,585		$	138,892		$	44,515		$	5,147
Current portion of restricted cash		229			4,665			—			—			—
Working capital		1,219			11,028			121,350			32,691			4,786
Restricted cash		1,108			9,822			14,487			—			—
Goodwill and other intangible assets, net		—			—			157,831			49,684			—
Total assets		30,563			101,575			393,067			112,525			6,555
Long-term accrued restructuring		6,209			6,758			—			—			—
Long-term obligations, less current portion		3,750			—			268			1,725			—
Redeemable convertible preferred stock and warrants		—			—			—			100,919			8,259
Accumulated deficit		(499,723	)		(461,929	)		(170,383	)		(39,507	)		(3,020	)
Total stockholders’ equity (deficit)		(3,974	)		31,557			318,393			(12,269	)		(2,363	)


Item 7.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*



			January 31, 2003

			Actual			Pro Forma


			(In thousands, except per
			share data)
Total current assets			$	25,797		$	36,097
Total assets				30,563			40,863
Total current liabilities				24,578			24,578
Total liabilities				34,537			34,537
Stockholders’ equity (deficit):
	Preferred stock: $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding			—			—
	Common stock; $0.0001 par value; 250,000,000 shares authorized, actual and pro forma, as of January 31, 2003 respectively; actual, 9,380,760 issued and 8,761,076 issued and outstanding as of January 31, 2003; pro forma, 12,468,990 shares issued and 11,849,306 shares issued and outstanding as of January 31, 2003			1			1
	Treasury stock, at cost: actual and pro forma, 619,684 shares as of January 31, 2003			(5,057	)		(5,057	)
	Additional paid-in capital			500,981			511,281
	Deferred stock-based compensation			(107	)		(107	)
	Accumulated other comprehensive loss			(69	)		(69	)
	Accumulated deficit			(499,723	)		(499,723	)

		Total stockholders’ (deficit) equity		(3,974	)		6,326

		Total liabilities and stockholders’ (deficit) equity	$	30,563		$	40,863


	Loss on Retirement of Property and Equipment and Other Assets No Longer in Use


	Operating		Bank
Year Ended January 31,	Leases		Borrowings		Total

2004	$	6,536	$	1,000	$	7,536
2005		2,804		3,750		6,554
2006		2,120		—		2,120
2007		1,252		—		1,252
2008		1,464		—		1,464
Thereafter		2,537		—		2,537

Total payments	$	16,713	$	4,750	$	21,463


	Page

Independent Auditors’ Report		35
Consolidated Balance Sheets as of January 31, 2003 and 2002		36
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended January 31, 2003, 2002 and 2001		37
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended January 31, 2003, 2002 and 2001		38
Consolidated Statements of Cash Flows for the Years Ended January 31, 2003, 2002 and 2001		39
Notes to Consolidated Financial Statements		40


																						Accumulated
																			Notes			Other
		Common Stock					Treasury Stock						Additional			Deferred			Receivable			Comprehensive						Total
													Paid-in			Stock-Based			from			(Loss)			Accumulated			Stockholders’
		Shares			Amount		Shares			Amount			Capital			Compensation			Stockholders			Income			Deficit			Equity (Deficit)


		(In thousands, except share data)
Balances as of January 31, 2000			1,235,542		$	—		—		$	—		$	46,797		$	(17,745	)	$	(1,814	)	$	—		$	(39,507	)	$	(12,269	)
Issuance of common stock in connection with the acquisition of Legal Anywhere, Inc.			85,369			—		—			—			19,998			—			—			—			—			19,998
Issuance of common stock in connection with initial public offering, net of offering costs of $18,319			920,000			—		—			—			202,481			—			—			—			—			202,481
Conversion of redeemable convertible preferred stock into common stock			4,822,981			1		—			—			100,918			—			—			—			—			100,919
Issuance of common stock in connection with the acquisition of 600 Monkeys, Inc.			16,999			—		—			—			4,101			—			—			—			—			4,101
Issuance of common stock in connection with the acquisition of bSource, Inc.			39,999			—		—			—			7,916			—			—			—			—			7,916
Issuance of common stock and stock options in connection with the acquisition of ABT Corporation			395,268			—		—			—			94,447			—			—			—			—			94,447
Issuance of common stock and options in connection with the exercise of employee stock options			133,041			—		—			—			1,201			—			—			—			—			1,201
Issuance of common stock in connection with the exercise of employee stock options for services received			1,200											132			—			—			—			—			132
Repurchase of common stock in settlement of notes receivable from stockholders			(24,256	)		—		—			—			(40	)		—			40			—			—			—
Issuance of common stock for notes receivable			30,100			—		—			—			3,321			—			(3,321	)		—			—			—
Interest accrued on notes receivable from stockholders			—			—		—			—			—			—			(282	)		—			—			(282	)
Repayment of notes receivable from stockholders			—			—		—			—			—			—			24			—			—			24
Issuance of common stock in connection with employee stock purchase plan			7,524			—		—			—			1,532			—			—			—			—			1,532
Deferred stock compensation related to stock option grants			—			—		—			—			30,665			(30,665	)		—			—			—			—
Amortization of stock-based compensation			—			—		—			—			—			29,045			—			—			—			29,045
Unrealized gain on short-term investments			—			—		—			—			—			—			—			26			—			26
Foreign currency translation adjustment			—			—		—			—			—			—			—			(2	)		—			(2	)
Net loss			—			—		—			—			—			—			—			—			(130,876	)		(130,876	)

Balances as of January 31, 2001			7,663,767			1		—			—			513,469			(19,365	)		(5,353	)		24			(170,383	)		318,393
Issuance of common stock in connection with the exercise of employee stock options			87,397			—		—			—			551			—			—			—			—			551
Issuance of common stock in connection with the acquisition of ABT Corporation			46,228			—		—			—			314			—			—			—			—			314
Issuance of common stock in connection with employee stock purchase plan			42,559			—		—			—			1,244			—			—			—			—			1,244
Issuance of common stock in connection with restructuring activities			30,000			—		—			—			225			—			—			—			—			225
Repurchase of common stock in open market			—			—		(454,166	)		(3,570	)		—			—			—			—			—			(3,570	)
Repurchase of common stock in settlement of notes receivable from stockholders			(43,808	)		—		—			—			(3,546	)		—			3,546			—			—			—
Repurchase of common stock			(10,938	)		—		—			—			(11	)		—			—			—			—			(11	)
Forgiveness of notes receivable from stockholders			—			—		—			—			—			—			248			—			—			248
Interest forgiven on notes receivable from stockholders			—			—		—			—			—			—			141			—			—			141
Deferred stock compensation related to stock option grants (related to repriced options)			—			—		—			—			19,403			(19,403	)		—			—			—			—
Reversal of stock-based compensation due to employee terminations			—			—		—			—			(17,624	)		9,041			—			—			—			(8,583	)
Amortization of stock-based compensation			—			—		—			—			—			14,402			—			—			—			14,402
Unrealized loss on short-term investments			—			—		—			—			—			—			—			(26	)		—			(26	)
Foreign currency translation adjustment			—			—		—			—			—			—			—			(225	)		—			(225	)
Net loss			—			—		—			—			—			—			—			—			(291,546	)		(291,546	)

Balances as of January 31, 2002			7,815,205			1		(454,166	)		(3,570	)		514,025			(15,325	)		(1,418	)		(227	)		(461,929	)		31,557
Issuance of common stock in connection with the exercise of employee stock options			52,973			—		—			—			286			—			—			—			—			286
Issuance of common stock in connection with employee stock purchase plan			21,741			—		—			—			100			—			—			—			—			100
Issuance of common stock in connection with exercise of warrant			1,446,000			—		—			—			11			—			—			—			—			11
Issuance of common stock in connection with the acquisition of ABT Corporation (See Note 16)			40,000			—		—			—			872			—			—			—			—			872
Issuance of common stock in connection with the settlement with former employees of Proamics (See Note 16)			4,841			—		—			—			37			—			—			—			—			37
Repurchase of common stock in settlement of notes receivable from stockholder (See Note 12)			—			—		(125,000	)		(675	)		—			—			1,349			—			—			674
Recovery of escrow shares from acquisitions			—			—		(40,518	)		(812	)		—			—			—			—			—			(812	)
Issuance of warrants in connection with restructuring activities (See Note 4)			—			—		—			—			5,677			—			—			—			—			5,677
Interest forgiven on notes receivable from stockholders			—			—		—			—			—			—			69			—			—			69
Deferred stock compensation related to stock option grants (related to repriced options)			—			—		—			—			(18,666	)		18,666			—			—			—			—
Reversal of stock-based compensation due to employee terminations			—			—		—			—			(1,820	)		658			—			—			—			(1,162	)
Amortization of stock-based compensation			—			—		—			—			459			(4,106	)		—			—			—			(3,647	)
Unrealized loss on short-term investments			—			—		—			—			—			—			—			—			—			—
	Foreign currency translation adjustment		—			—		—			—			—			—			—			158			—			158
Net loss			—			—		—			—			—			—			—			—			(37,794	)		(37,794	)

Balances as of January 31, 2003			9,380,760		$	1		(619,684	)	$	(5,057	)	$	500,981		$	(107	)	$	—		$	(69	)	$	(499,723	)	$	(3,974	)


Item 1.	*Business*


For	Against		Abstain

5,148,044		48,166		1,541,735


	*Revenue Recognition*


	*Accounts Receivable*


	Loss on Retirement of Property and Equipment and Other Assets No Longer in Use


			Restructuring and			Reclassifications and
			Other Charges in			Write Offs in the			Paid in the
	Accrued as of		the Year Ended			Year Ended			Year Ended			Accrued as of
	January 31,		January 31,			January 31,			January 31,			January 31,
	2002		2003			2003			2003			2003

Restructuring initiated in fiscal 2003
Loss on retirement of property and equipment and other assets no longer in use	$	—	$	9,684		$	(9,907	)	$	223		$	—
Severance		—		3,912			—			(2,881	)		1,031
Net lease commitment costs on vacated facilities		—		23,015			(6,459	)		(12,921	)		3,635
Computer and car leases		—		346						(43	)		303
Other exit costs		—		517			82			(11	)		588
Stock-based compensation adjustment		—		(1,162	)		1,162			—			—
Restructuring initiated in fiscal 2002
Severance		265		91			—			(356	)		—
Net lease commitment costs on vacated facilities		10,666		2,437			(25	)		(7,049	)		6,029
Exit costs for business line		643		(169	)		—			(301	)		173
Other exit costs		424		57			(35	)		(446	)		—
Escrow shares adjustment		—		(812	)		812			—			—

	$	11,998	$	37,916		$	(14,370	)	$	(23,785	)	$	11,759


5.	Asset Impairment and Other and Impairment of Licensed Technology



	Options Outstanding

			Weighted-				Options Exercisable
			Average
			Remaining		Weighted-				Weighted-
	Number		Contractual		Average		Number		Average
	of		Life		Exercise		of		Exercise
Range of Exercise Price	Shares		(Years)		Price		Shares		Price

$ 00.00 - $ 30.56		1,464,680		7.80	$	6.85		520,224	$	9.84
$ 30.57 - $ 61.13		1,200		1.60		31.86		1,000		31.35
$ 91.70 - $122.25		22,862		0.40		110.49		22,766		110.54
$244.51 - $275.07		7,900		0.50		250.00		7,900		250.00

		1,496,642		7.60		9.74		551,890		17.47



				Quarter Ended,

				January 31,		October 31,			July 31,			April 30,			January 31,			October 31,			July 31,			April 30,
				2003		2002			2002			2002			2002(1)			2001(1)			2001(1)			2001(1)


				(In thousands, except per share data)
Revenue				$	12,015	$	11,774		$	10,494		$	14,127		$	18,280		$	14,476		$	17,237		$	17,473
Cost of revenue					2,787		3,050			3,820			4,082			4,053			7,437			25,026			21,361

Gross Profit					9,228		8,724			6,674			10,045			14,227			7,039			(7,789	)		(3,888	)

Operating expenses:
	Sales and marketing				4,103		3,438			7,414			8,147			9,034			12,308			17,181			32,404
	Research and development				1,907		1,967			3,993			4,029			4,319			8,963			10,532			11,042
	General and administrative				1,664		2,232			2,331			2,207			1,929			3,126			4,051			6,099
	Asset impairment and other				—		75			425			—			—			—			99,832			23,185
	Amortization of goodwill and other intangible assets				—		—			—			—			—			—			11,357			9,486
	Restructuring and other				880		7,469			30,405			(838	)		9,374			4,138			7,749			3,092
	Stock-based compensation				135		165			(301	)		(3,646	)		6,395			1,134			2,188			4,685
	Merger related expenses				—		—			—			—			—			—			—			—

		Total operating expenses			8,689		15,346			44,267			9,899			31,051			29,669			152,890			89,993

		Operating loss			539		(6,622	)		(37,593	)		146			(16,824	)		(22,630	)		(160,679	)		(93,881	)
Interest and other income, net					5,120		184			312			120			3			395			1,071			999

			Net income (loss)	$	5,659	$	(6,438	)	$	(37,281	)	$	266		$	(16,821	)	$	(22,235	)	$	(159,608	)	$	(92,882	)

Basic net income (loss) per share				$	0.68	$	(0.88	)	$	(5.03	)	$	0.04		$	(2.31	)	$	(3.01	)	$	(21.19	)	$	(12.30	)

Shares used in computing basic net income (loss) per share					8,338		7,312			7,414			7,386			7,292			7,375			7,533			7,550

Diluted net income (loss) per share				$	0.63	$	(0.88	)	$	(5.03	)	$	0.03		$	(2.31	)	$	(3.01	)	$	(21.19	)	$	(12.30	)

Shares used in computing diluted net income (loss) per share					9,023		7,312			7,414			7,766			7,292			7,375			7,533			7,550


Item 9.	*Changes in and Disagreements with Accountants on Accounting and Financial Disclosure*


Item 10.	*Directors and Executive Officers of the Registrant*


Name	Age		Position

Joshua Pickus		42	President, Chief Executive Officer and Chairman of the Board
Ravi Chiruvolu(1)		34	Director
Matt Miller		40	Director
Edward F. Thompson(1)		64	Director
Peter Thompson		46	Director
Val E. Vaden(1)		43	Director


												Restricted		Securities
										Other		Stock		Underlying			LTIP		All
Name and Principal		Fiscal		Salary			Bonus			Annual		Awards		Options			Payouts		Other
Position		Year		($)			($)			Compensation		($)		(#)			($)		Compensation

Joshua Pickus			2003	$	294,946		$	250,000			—		—		150,000	(4)		—		—
	President, Chief Executive		2002		344,308			400,000			—		—		55,000	(5)		—		—
	Officer and Chairman		2001		298,077			100,000			—		—		23	(6)		—		—
	of the Board
Michael Shahbazian			2003		9,375	(1)		—			—		—		—			—		—
	Chief Financial Officer		2002		—			—			—		—		—			—		—
			2001		—			—			—		—		—			—		—
Farzad Dibachi			2003		74,572	(2)		—			—		—		—			—		—
	Former President, Chief		2002		364,508			350,000			—		—		150,000	(7)		—		—
	Executive Officer and Chairman of the Board		2001		347,756			—			—		—		20,000	(8)		—		—
Richard N. LaBarbera			2003		202,564			—			—		—		—			—		—
	Former President, Global		2002		478,846			500,000	(3)		—		—		25,000	(9)		—		—
	Operations		2001		127,566			—			—		—		100,000	(9)		—		—
Rhonda Dibachi			2003		160,844			—			—		—		—			—		—
	Former Executive Vice		2002		238,125			200,000			—		—		20,000	(7)		—		—
	President of Planning and Strategy		2001		198,718			—			—		—		10,000	(8)		—		—


			Number of Securities		Market Price		Exercise				Length of Original
			Underlying		of Stock at		Price at		New		Options Term
			Options/SARs		Time of		Time of		Exercise		Remaining at Date of
Name	Date		Repriced		Repricing		Repricing		Price		Repricing (Years)

Joshua Pickus		10/21/02		25,000	$	1.50	$	7.50	$	1.50		9.06
		10/21/02		30,000	$	1.50	$	7.50	$	1.50		8.42



							Number of Securities				Value of Unexercised
							Underlying Unexercised				In the Money Options at
	Shares Acquired						Options at Fiscal Year End				Fiscal year End($)
	on Exercise		Exercised		Value
Name	(#)		Price ($)		Realized ($)		Exercisable		Unexercisable		Exercisable		Unexercisable

Joshua Pickus		—	$	—	$	—		31,297		118,725	$	84,130	$	319,370
Farzad Dibachi		—		—		—		—		100,834		—		—
Rhonda Dibachi		—		—		—		—		18,334		—		—
Richard N. LaBarbera		13,000		7.50		173,075		—		—		—		—


			Number of			Exercise Price
Name	Grant Date		Options Granted			Per Share

Ravi Chiruvolu		10/11/02		5,000		$	1.10
		10/22/02		20,000			2.60
Edward F. Thompson		06/26/02		2,500			4.00
		11/13/02		10,000	(1)		6.40
Val E. Vaden		06/26/02		2,500			4.00
		11/13/02		20,000			6.40


(1)	Mr. Edward F. Thompson also received cash payments of $20,000.


		Nature of		Percent of
		Beneficial		Common Stock
Beneficial Owner		Ownership(1)		Outstanding

WaldenVC(1)			2,586,493		21.2	%
	750 Battery Street, 7th Floor
	San Francisco, CA 94111
Limar Realty Corp. #30(2)			1,445,000		12.1	%
	1730 South El Camino Real, Suite 400
	San Mateo, CA 94402
Vector Capital Partners II, L.L.C.(3)			1,121,859		9.4	%
	465 Montgomery Street, 19th Floor
	San Francisco, CA 94104
Farzad and Rhonda Dibachi(4)			1,012,354		8.5	%
Terence Garnett and Katrina A. Garnett(5)			802,743		6.7	%
Ravi Chiruvolu(6)			52,252		*
Matt Miller(7)			1,986,294		16.3	%
Joshua Pickus(8)			69,820		*
Michael Shahbazian(9)			19,999		*
Edward F. Thompson(10)			6,804		*
Peter Thompson(11)			6,965		*
Val E. Vaden(12)			1,130,746		9.4	%
All directors and executive officers as a group (7 persons)(13)			3,272,880		26.6	%


Number			Exhibit Title

	3.01(1)		Amended and Restated Certificate of Incorporation.
	3.02(8)		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated November 20, 2002
	3.03(10	)	Registrant’s Amended and Restated Bylaws.
	4.01(1)		Fourth Amended and Restated Investors’ Rights Agreement, dated November 18, 1999, as amended December 8, 1999.
	4.02(4)		Warrant to Purchase Common Stock of the Registrant by and between in Limar Realty Corp. #30 and the Registrant, dated October 31, 2002.
	4.03(9)		Form of Warrant to Purchase Common Stock of the Registrant, dated February 12, 2003.
	4.04(9)		Registration Rights Agreement by and between various Investors and the Registrant, dated February 12, 2003.
	10.01(1)		Form of Indemnification Agreement by and between Registrant and its directors and executive officers.
	10.02(1)		1998 Stock Plan, as amended.
	10.03(10	)	2000 Equity Incentive Plan, as amended.
	10.04(10	)	2000 Employee Stock Purchase Plan, as amended.
	10.05(2)		2000 Stock Incentive Plan.
	10.11(1)		Restricted Stock Purchase Agreement by and between Joshua Pickus and the Registrant, dated November 1, 1999.
	10.12(1)		Full Recourse Promissory Note by and between Joshua Pickus and the Registrant, dated November 11, 1999.
	10.13(3)		Office Lease by and between Brugger Corporation and the Registrant, dated May 7, 1999.
	10.14(5)		Amended and Restated Secured Full Recourse Promissory Note by and between Joshua Pickus and the Registrant, dated May 15, 2002.
	10.15(6)		Amended to the Lease by and between Brugger Corporation and the Registrant, dated July 29, 2002.
	10.16(6)		Business Loan Agreement, Commercial Security Agreement and Promissory Note by and between Mid Peninsula Bank and the Registrant, dated September 9, 2002.
	10.17(7)		Employment Agreement by and between Farzad Dibachi and the Registrant, dated October 18, 2002.
	10.18(7)		Employment Agreement by and between Rhonda Dibachi and the Registrant, dated October 18, 2002.
	10.19(4)		Voting Agreement by and between Limar Realty Corp. #30 and the Registrant, dated October 31, 2002.


Number		Exhibit Title

	10.20(8)	Voting Agreement by and between Farzad and Rhonda Dibachi and the Registrant, dated November 6, 2002.
	10.21(9)	Common Stock and Warrant Purchase Agreement by and between various Investors and the Registrant, dated February 12, 2003.
	21.01(3)	List of Subsidiaries.
	23.01	Consent of KPMG LLP
	99.01	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
	99.02	Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.



Signature		Title	Date

/s/ JOSHUA PICKUS Joshua Pickus		President, Chief Executive Officer and Chairman of the Board	August 6, 2003

/s/ MICHAEL SHAHBAZIAN Michael Shahbazian		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 6, 2003

* Ravi Chiruvolu		Director	August 6, 2003

* Matt Miller		Director	August 6, 2003

* Edward F. Thompson		Director	August 6, 2003

* Peter Thompson		Director	August 6, 2003

* Val E. Vaden		Director	August 6, 2003

*By:	/s/ JOSHUA PICKUS Joshua Pickus Attorney-in-Fact


			Balance
	Balance		Acquired		Charged to					Balance at
	Beginning of		Through		Operating					End of
	Period		Acquisition		Expenses		Write-offs			Period


	(In thousands)
Allowance for doubtful accounts:
January 31, 2000	$	—	$	1,983	$	200	$	—		$	2,183
January 31, 2001	$	2,183	$	2,734	$	2,429	$	906		$	6,440
January 31, 2002	$	6,440	$	—	$	9,010	$	12,413	(1)	$	3,037
January 31, 2003	$	3,037	$	—	$	59	$	2,097		$	999