8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 2, 2011

RIGHTNOW TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	000-31321	81-0503640
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

136 ENTERPRISE BOULEVARD, BOZEMAN, MT	59718
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (406) 522-4200

N/A
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     On February 2, 2011, RightNow Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) furnishing a press release announcing its financial results for the fourth quarter and the year ended December 31, 2010. This Current Report on Form 8-K/A is being filed to amend the Original 8-K solely for the purpose of correcting the number “149 million” in the fifth bullet point under the subheading “Fourth quarter 2010 financial highlights included,” contained in the Original 8-K, to read as “$134 million.” A copy of the corrected press release is furnished herewith as Exhibit 99.1. The Company also has posted on its website supplemental financial data, as of February 2, 2011, which is furnished herewith as Exhibit 99.2.

     The information contained under Item 2.02 in this report and in Exhibits 99.1 and 99.2 attached to this report is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure.

     On February 2, 2011, RightNow Technologies, Inc. (the “Company”) announced that it has completed the acquisition of

Q-go.com B.V. and its subsidiaries. A copy of the press release announcing RightNow’s financial results for the fourth quarter and the year ended December 31, 2010, which includes reference to the completed acquisition of Q-go is furnished herewith as Exhibit 99.1.

     The information contained in this report and in exhibits attached to this report is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report shall not be deemed an admission as to the materiality of any information contained herein.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial statements of business acquired.
	Not Applicable
(b)	Pro forma financial information.
	Not applicable
(c)	Shell company transactions.
	Not applicable
(d)	Exhibits.

Exhibit No.		Description of Exhibit
	99.1	Press Release dated February 2, 2011announcing RightNow Technologies, Inc.’s financial results for the fourth quarter and the year ended December 31, 2010 (furnished herewith but not filed pursuant to Item 2.02 and Item 7.01).
	99.2	Supplemental financial data of RightNow Technologies, Inc. as of February 2, 2011 (furnished herewith but not filed pursuant to Item 2.02).

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RIGHTNOW TECHNOLOGIES, INC. (Registrant)
Dated: February 2, 2011	/s/ Jeffrey C. Davison
	Jeffrey C. Davison
	Chief Financial Officer, Senior Vice President and Treasurer

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
	99.1	Press Release dated February 2, 2011announcing RightNow Technologies, Inc.’s financial results for the fourth quarter and the year ended December 31, 2010 (furnished herewith but not filed pursuant to Item 2.02 and Item 7.01).
	99.2	Supplemental financial data of RightNow Technologies, Inc. as of February 2, 2011 (furnished herewith but not filed pursuant to Item 2.02).

EX-99.1

Exhibit 99.1

For Further Information, Contact:

Investor Relations:	Corporate Communications:
Todd Friedman or Stacie Bosinoff	Jaia Zimmerman
The Blueshirt Group	RightNow Technologies
415.217.7722	650.653.4441 Office
todd@blueshirtgroup.com	650.464.8462 Cell
stacie@blueshirtgroup.com	jzimmerman@rightnow.com

CORRECTING AND REPLACING RightNow Announces Fourth Quarter and Full Year
Financial Results

RightNow Announces
Fourth Quarter and Full Year 2010 Financial Results

Annual recurring revenue growth of 28%; revenue and earnings per share ahead of guidance.

BOZEMAN, Mont. (February 2, 2011) — RightNow® (NASDAQ: RNOW) today announced results for the fourth quarter and year ended December 31, 2010.

Fourth quarter 2010 financial highlights included:

• Total revenue was $51.4 million, an increase of 24% over Q4 2009

• Recurring revenue was $41 million, an increase of 27% over Q4 2009

• Non-GAAP operating margin, which excludes the impact of stock-based compensation charges, was 14%, an increase of 600 basis points over Q4 2009

• Non-GAAP diluted earnings per share, which excludes stock-based compensation charges and a tax benefit, was $0.17

• Current software backlog was $134 million, an increase of 28% over Q4 2009

• 18 transactions greater than $1 million

Full year 2010 financial highlights included:

• Total revenue was $185.5 million, an increase of 22% over FY 2009

• Recurring revenue was $147.3 million, an increase of 28% over FY 2009

• Non-GAAP operating margin, which excludes the impact of stock-based compensation charges, was 11%, an increase of 300 basis points over FY 2009

• Non-GAAP diluted earnings per share, which excludes stock-based compensation charges and a tax benefit, was $0.49

Total revenue was $51.4 million in the fourth quarter of 2010, compared to $41.6 million in the fourth quarter of 2009, reflecting a 24% increase. Recurring revenue in the fourth quarter of 2010 increased 27% to $41 million from $32.2 million in the fourth quarter of 2009.

Net income in the fourth quarter of 2010 was $23.5 million or $0.64 per diluted share, compared to net income of $2.6 million, or $0.08 per diluted share, in the fourth quarter of 2009. Net income and net income per share in fourth quarter of 2010 were impacted by a tax benefit from a deferred tax asset

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valuation allowance reversal of $19.7 million. Non-GAAP net income in the fourth quarter of 2010 was $5.9 million, or $0.17 per diluted share, compared to non-GAAP net income of $3.3 million or $0.10 per diluted share, in the fourth quarter of 2009. Non-GAAP net income and earnings per share in the fourth quarter, excludes stock-based compensation charges of $2.1 million and a tax benefit of $19.7 million.

Total revenue was $185.5 million for the year ended December 31, 2010, compared to $152.7 million for the year ended December 31, 2009, reflecting a 22% increase. Recurring revenue in the year ended December 31, 2010 increased 28% to $147.3 million from $115.4 million in the year ended December 31, 2009.

Net income in the year ended December 31, 2010 was $28.4 million or $0.83 per diluted share, compared to net income of $5.9 million, or $0.18 per diluted share, in the year ended December 31, 2009. Net income and net income per share in year ended December 31, 2010 were impacted by a tax benefit from a deferred tax asset valuation allowance reversal of $19.7 million. Non-GAAP net income in the year ended December 31, 2010 was $16.5 million, or $0.49 per diluted share, compared to non-GAAP net income of $12.7 million or $0.39 per diluted share, in the year ended December 31, 2009. Non-GAAP net income and earnings per share in the year ended December 31, 2010, excludes stock-based compensation charges of $7.9 million and a tax benefit of $19.7 million.

New, renewed and expanded customer relationships during the fourth quarter of 2010 included Activision, Belgacom, Hunter Douglas, Mercedes-Benz Financial Services, NetGear, Ricoh, 3M, and University of Oxford.

“We had an outstanding close to 2010 with growth across all areas of our business. As demonstrated by our acquisition of Q-go, we are putting our balance sheet to work, adding incremental revenue streams and leading edge technology that give us another layer of momentum to accelerate our organic growth,” said Greg Gianforte, CEO and founder. “Our focus for 2011 is to invest in profitable growth as we take advantage of the large CX market opportunity that we believe we are squarely positioned to capture.”

Jeff Davison, CFO, said, “We are pleased to report 28% growth in annual recurring revenue and a significant increase in operating income over fiscal year 2009. We delivered tremendous results during this past year and we are excited about the opportunity that lies ahead in 2011.”

RightNow Completes Q-go Acquisition

RightNow today announced that the Company has completed the acquisition of Q-go.com B.V. The acquisition will be recorded in the Company’s March 31, 2011 quarter end financial statements.

Guidance

The annual and quarterly GAAP net income and GAAP net income per share guidance includes estimated expenses for amortization of acquired intangible assets. The amortization expense for acquired intangibles will be finalized once the Q-go purchase price accounting valuation is complete.

• For the full year 2011, the Company expects total revenue be approximately $225 million, with recurring revenue growth expected to be approximately 23%. Net income per diluted share for the full year 2011 is expected to be approximately $0.06. Non-GAAP net income per diluted share, which excludes stock-based compensation, acquisition costs and amortization of acquired intangible assets, and amortization of debt issuance costs, is expected to be approximately $0.52 for the full year 2011. The Company expects approximately 36 million diluted shares outstanding for the full year 2011.

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• For the first quarter of 2011, total revenue is expected to be approximately $52 million. First quarter net loss per diluted share is expected to be approximately $(0.04). First quarter non-GAAP net income per diluted share, which excludes stock-based compensation, acquisition costs and amortization of acquired intangible assets, and amortization of debt issuance costs, is expected to be approximately $0.08. The Company expects approximately 35.5 million diluted shares outstanding for the first quarter of 2011.

Please refer to our “Forward-Looking Guidance Reconciliation” table for complete details on adjustments between GAAP and non-GAAP guidance.

Quarterly Conference Call

RightNow Technologies will discuss its quarterly results today via teleconference at 2:30 p.m. Mountain Time (4:30 p.m. Eastern Time) today. To access the call, please dial (877) 638 — 9569, or outside the U.S. (914) 495-8536, at least five minutes prior to the 2:30 p.m. MT start time. A live webcast of the call will also be available at http://investor.rightnow.com/index.cfm under the Events & Presentations menu. An audio replay will be available between 5:30 p.m. MT February 2, 2011 and 9:59 p.m. MT February 16, 2011 by calling (800) 642-1687 or (706) 645-9291, with Conference ID 33943976. The replay will also be available on the Company’s website at http://investor.rightnow.com.

About RightNow Technologies

RightNow is helping rid the world of bad experiences one consumer interaction at a time, eight million times a day. RightNow CX, the customer experience suite, helps organizations deliver exceptional customer experiences across the web, social networks and contact centers, all delivered via the cloud. With more than ten billion customer interactions delivered, RightNow is the customer experience fabric for nearly 2,000 organizations around the globe. To learn more about RightNow, go to www.rightnow.com.

RightNow is a registered trademark of RightNow Technologies, Inc. NASDAQ is a registered trademark of The NASDAQ Stock Market LLC.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words and include, but are not limited to, statements regarding projected results of operations and management’s future strategic plans. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.

The risks and uncertainties referred to above include, but are not limited to, general economic conditions; our success in transitioning to a new President and Chief Operating Officer; the risks associated with purchasing Q-go, including our ability to retain and motivate Q-go’s employees; our ability to integrate and market Q-go’s solutions to new customers; our ability to retain Q-go’s existing customers; the speed, quality and cost of our efforts to integrate Q-go’s solutions with our solution set; the security and reliability of Q-go’s service; and the risks associated with forecasting the impact of Q-go on combined financial results; the risk that the guidance estimates in this release will differ from the final purchase price valuation of Q-go; fluctuations in foreign currency exchange; our business model; our ability to develop or acquire and gain market acceptance for new products and enhancements to existing products in a cost-effective and timely manner; fluctuations in our earnings as a result of potential changes to our valuation

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allowance(s) on our deferred tax assets; the gain or loss of key customers; competitive pressures and other similar factors such as the availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products; our ability to expand or contract operations, manage expenses and grow profitability; the rate at which our present and future customers adopt our existing and future products and services; fluctuations in our operating results including our revenue mix and our rate of growth; fluctuations in backlog; the risk that our investments in partner relationships and additional employees will not achieve expected results; interruptions or delays in our hosting operations; breaches of our security measures; our ability to protect our intellectual property from infringement, and to avoid infringing on the intellectual property rights of third parties; any unanticipated ambiguities in fair value accounting standards; the amount and timing of any stock repurchases under our stock repurchase program; fluctuations in our operating results from the impact of stock-based compensation expense; our ability to manage and expand our partner relationships; our ability to hire, retain and motivate our employees and manage our growth; the impact of potential future acquisitions, if any; and risks associated with our offering of convertible senior notes including the potential impact on earnings per share calculations; and various other factors. Further information on potential factors that could affect our financial results is included in our Annual Report on Form 10-K, quarterly reports of Form 10-Q, and in other filings with the Securities and Exchange Commission. The forward-looking statements in this release speak only as of the date they are made. We undertake no obligation to revise or update publicly any forward-looking statement for any reason.

FRNOW

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RightNow Technologies, Inc.
Consolidated Balance Sheets
(In thousands) (Unaudited)

	Dec. 31,			Dec. 31,
	2010			2009
Assets
Cash and cash equivalents	$	181,948		$	41,546
Short-term investments		94,759			54,977
Accounts receivable		39,338			34,267
Allowance for doubtful accounts		(2,021	)		(1,914	)
Net receivables		37,317			32,353
Deferred commissions		5,418			6,394
Prepaid and other current assets		4,662			2,434
Deferred tax assets		3,801			—
Total current assets		327,905			137,704
Property and equipment, net		10,702			10,122
Intangible assets, net		14,124			11,141
Deferred commissions, non-current		4,747			3,461
Other		4,921			2,007
Deferred tax assets, non-current		16,480			—
Total Assets	$	378,879		$	164,435
Liabilities and Stockholders’ Equity
Accounts payable	$	10,463		$	5,427
Commissions and bonuses payable		7,137			6,271
Other accrued liabilities		13,363			11,146
Current portion of long-term debt		—			22
Current portion of deferred revenue		90,350			88,603
Total current liabilities		121,313			111,469
Deferred revenue, net of current portion		2,969			12,724
2.50% convertible senior notes due 2030		175,000			—
Total liabilities		299,282			124,193
Stockholders’ equity:
Common stock		35			34
Additional paid-in capital		136,717			112,439
Treasury stock, at cost		(29,149	)		(15,007	)
Accumulated other comprehensive income		1,953			1,125
Accumulated deficit		(29,959	)		(58,349	)
Total stockholders’ equity		79,597			40,242
Total Liabilities and Stockholders’ Equity	$	378,879		$	164,435

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RightNow Technologies, Inc.
Consolidated Operating Statements
(In thousands, except per share amounts) (Unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2010			2009			2010		2009
Revenue:
Recurring revenue	$	40,977		$	32,172		$	147,345	$	115,395
Professional services		10,396			9,407			38,177		37,292
Total revenue		51,373			41,579			185,522		152,687
Cost of revenue:
Recurring revenue		5,855			5,813			23,609		20,948
Professional services		8,348			6,891			31,453		26,610
Total cost of revenue		14,203			12,704			55,062		47,558
Gross profit		37,170			28,875			130,460		105,129
Operating expenses:
Sales and marketing		21,888			17,705			79,395		64,751
Research and development		5,065			5,314			20,154		20,221
General and administrative		5,108			4,130			18,706		15,801
Total operating expenses		32,061			27,149			118,255		100,773
Income from operations		5,109			1,726			12,205		4,356
Interest and other income (expense), net		(311	)		1,000			345		2,094
Income before income taxes		4,798			2,726			12,550		6,450
Benefit (provision) for income taxes		18,708			(119	)		15,840		(579	)
Net income	$	23,506		$	2,607		$	28,390	$	5,871
Net income per share:
Basic	$	0.72		$	0.08		$	0.88	$	0.18
Diluted	$	0.64		$	0.08		$	0.83	$	0.18
Shares used in the computation:
Basic		32,562			31,815			32,156		31,752
Diluted		37,574			33,047			34,568		32,336
Supplemental information of stock-based compensation expense included in:
Cost of software, hosting and support	$	125		$	102		$	482	$	460
Cost of professional services		122			132			486		612
Sales and marketing		782			694			3,077		3,029
Research and development		237			254			988		1,178
General and administrative		870			500			2,821		2,507
Total stock-based compensation	$	2,136		$	1,682		$	7,854	$	7,786

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RightNow Technologies, Inc.
Consolidated Statements of Cash Flow
(In thousands) (Unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2010			2009			2010			2009
Operating activities:
Net income	$	23,506		$	2,607		$	28,390		$	5,871
Non-cash adjustments:
Depreciation and amortization		2,023			2,081			7,772			7,491
Stock-based compensation		2,136			1,682			7,854			7,786
Provision for losses on accounts receivable		60			40			191			157
Benefit for deferred tax asset valuation allowance reversal		(19,732	)		—			(19,732	)		—
Changes in operating accounts:
Receivables		(2,605	)		524			(4,029	)		11,255
Prepaid and other current assets		368			526			(948	)		(209	)
Deferred commissions		(1,040	)		(1,140	)		(314	)		(1,282	)
Accounts payable		1,287			805			4,997			238
Commissions and bonuses payable		999			1,392			877			451
Other accrued liabilities		(824	)		(839	)		2,122			(424	)
Deferred revenue		(727	)		(2,880	)		(8,388	)		(14,916	)
Other		(455	)		(576	)		(298	)		(321	)
Cash provided by operating activities		4,996			4,222			18,494			16,097
Investing activities:
Net change in investments		(63,513	)		5,558			(39,813	)		(15,833	)
Acquisition of property and equipment		(1,233	)		(1,912	)		(6,708	)		(5,577	)
Intangible asset additions		(1,101	)		(410	)		(4,560	)		(654	)
Business acquisition		—			—			—			(5,906	)
Cash provided (used) in investing activities		(65,847	)		3,236			(51,081	)		(27,970	)
Financing activities:
Convertible senior notes issuance costs		(5,036	)		—			(5,036	)		—
Proceeds from issuance of convertible senior notes		175,000			—			175,000			—
Proceeds from issuance of common stock		8,184			1,352			12,820			1,748
Excess tax benefit of stock options exercised		982			11			3,603			243
Common stock repurchased		(14,142	)		—			(14,142	)		(1,798	)
Payments on current and long-term debt		—			(12	)		(22	)		(46	)
Cash provided by financing activities		164,988			1,351			172,223			147
Effect of foreign exchange rates on cash and cash equivalents		83			349			766			1,867
Increase (decrease) in cash and cash equivalents		104,220			9,158			140,402			(9,859	)
Cash and cash equivalents at beginning of period		77,728			32,388			41,546			51,405
Cash and cash equivalents at end of period	$	181,948		$	41,546		$	181,948		$	41,546

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RightNow Technologies, Inc.
Reconciliation of Non-GAAP Measurements
(Amounts in thousands, except per share amounts) (Unaudited)

Earnings Per Share Reconciliation

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2010			2009			2010			2009
Net income as reported	$	23,506		$	2,607		$	28,390		$	5,871
Add stock-based compensation (“SBC”)		2,136			1,682			7,854			7,786
Less deferred tax asset valuation allowance reversal		(19,732	)		—			(19,732	)		—
Less non-recurring litigation settlement gain		—			(1,000	)		—			(1,000	)
Net income before reconciling items	$	5,910		$	3,289		$	16,512		$	12,657
Net income per share, as reported (basic)	$	0.72		$	0.08		$	0.88		$	0.18
Net income per share, as reported (diluted)*	$	0.64		$	0.08		$	0.83		$	0.18
Net income per share, before reconciling items (basic)	$	0.18		$	0.10		$	0.51		$	0.40
Net income per share, before reconciling items (diluted)*	$	0.17		$	0.10		$	0.49		$	0.39
Shares outstanding (basic), as reported		32,562			31,815			32,156			31,752
Shares outstanding (diluted), as reported*		37,574			33,047			34,568			32,336

* The 2010 computation of diluted net income per share was calculated using the “if converted,” methodology in accordance with FASB Accounting Standards Codification, Topic 260, Earnings Per Share. The computation assumes our convertible senior notes issued November 2010 were converted into 2,326 and 586 shares of our common stock during the fourth quarter and year ending December 31, 2010, respectively. Due to the converted share count assumption, we added back convertible note interest expense and debt amortization costs, net of tax, of $402 to GAAP and non-GAAP net income during the fourth quarter and year ending December 31, 2010 to calculate earnings per share. The convertible senior notes upon full conversion are convertible into 5,488 shares.

Forward-Looking Guidance Reconciliation

	GAAP			Adjustment								Non- GAAP
First quarter ending March 31, 2011
Net income (approximately)	$	(1,150)		[a]	2,600	[b]	300	[c]	700	[d]	250	$	2,700
Net income per share (approximately)	$	(0.04	)									$	0.08
Shares (diluted)		32,600											35,500
Year ending December 31, 2011
Net income (approximately)	$	2,000		[a]	12,000	[b]	300	[c]	3,400	[d]	1,000	$	18,700
Net income per share (approximately)	$	0.06										$	0.52
Shares (diluted)		36,000											36,000

[a] Estimated stock-based compensation expense to be recorded for the periods indicated in accordance with FASB Accounting Standards Codification, Topic 718, Compensation-Stock Compensation, which is effective for periods beginning January 1, 2006.

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[b]	Estimated acquisition costs associated with Q-go.
[c]	Estimated amortization expense of acquired intangible assets.
[d]	Estimated debt issuance amortization expenses.

About Non-GAAP Financial Measures

Non-GAAP net income and diluted net income per share are supplemental measures of our performance that are not required by, or presented in accordance with GAAP. These non-GAAP financial measures are not intended to be used in isolation and should not be considered a substitute for net income and net income per share or any other performance measure determined in accordance with GAAP. We present non-GAAP net income and net income per share because we consider each to be an important supplemental measure of our performance.

Management uses these non-GAAP financial measures to make operational decisions, evaluate the Company’s performance, prepare forecasts and determine compensation. Further, management believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing the Company’s performance when planning, forecasting and analyzing future periods.

Our stock-based compensation expenses are expected to vary depending on the number of new grants issued, changes in our stock price, stock market volatility, expected option lives and risk-free rates of return, all of which are difficult to estimate.

During the fourth quarter of 2010, we reversed $19.7 million of a deferred tax asset valuation allowance as we determined it was more likely than not that we will utilize the deferred tax assets.

During the fourth quarter of 2009, KANA Software, Inc. (KANA) paid us $1,000,000 pursuant to the terms of a General Release and Settlement Agreement. We recorded this as a non-recurring gain in other income. For further discussion related to the settlement please refer to our Form 10-Q filed on November 6, 2009 and our Form 10-K for 2009 filed on March 9, 2010.

In calculating non-GAAP net income and net income per share, management excluded stock-based compensation expenses, the deferred tax asset valuation allowance reversal, and the KANA settlement gain to facilitate its review of the comparability of the Company’s operating performance on a period-to-period basis because such expenses and gain are not, in management’s view, related to the Company’s ongoing operating performance. Management uses this view of its operating performance for purposes of comparison with its business plan and individual operating budgets and resource allocation.

Management further believes that these non-GAAP financial measures are useful to investors in providing greater transparency to the information used by management in its operational decision making. We believe that the use of non-GAAP net income and net income per share also facilitate a comparison of RightNow’s underlying operating performance with that of other companies in our industry, which use similar non-GAAP financial measures to supplement their GAAP results. Also, management excluded the deferred tax asset valuation allowance reversal and KANA settlement gain because they are considered non-recurring and therefore not helpful when comparing with our historical, current, or future operating performance.

Calculating non-GAAP net income and net income per share have limitations as an analytical tool, and readers should not consider these measures in isolation or as substitutes for GAAP net income and GAAP net income per share. In the future, we expect to incur additional stock-based compensation expenses and the exclusion of these expenses in the presentation of our non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent or non-recurring. In the future we also expect to incur additional acquisition costs and amortization associated with acquired intangible assets and we anticipate excluding these expenses in the future presentation of our non-GAAP financial measures.

-more-

These acquired intangible assets will be considered for impairment, but will be considered a static expense, one that is not typically affected by operations during any particular period. Lastly, we anticipate excluding amortization of debt issuance costs from our future presentation of our non-GAAP financial measures as these costs are non-cash expenses that are not considered part of ongoing operating results when assessing the performance of our business, and RightNow believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry.

Investors and potential investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool, which include:

• Other companies inside and outside of our industry may calculate non-GAAP net income and net income per share differently than we do, limiting their usefulness as a comparative tool; and

• The Company’s income tax expense or benefit will be ultimately based on its GAAP taxable income and actual tax rates in effect, which may differ significantly from the effective tax rate used in our non-GAAP financial measures.

In addition, the adjustments to our future GAAP financial measures reflecting the exclusion of stock-based compensation expenses, amortization of acquired intangible assets, and amortization of debt issuance costs are recurring and will be reflected in the Company’s financial results for the foreseeable future. The Company compensates for these limitations by providing specific information regarding the GAAP amount excluded from the non-GAAP financial measures. The Company further compensates for the limitations of our use of non-GAAP financial measures by presenting comparable GAAP measures more prominently. The Company evaluates the non-GAAP financial measures together with the most directly comparable GAAP financial measures.

Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures contained within this press release with our GAAP net income and net income per share. For more information, see the consolidated operating statements and reconciliation of non-GAAP measurements contained in this press release.

***

-more-

EX-99.2

Exhibit 99.2

Supplemental Data Sheet

Unaudited
Last updated February 2, 2011

	Amounts in thousands (except customers, interactions and employees)
	Q1			Q2			Q3			Q4			FY			Q1			Q2			Q3			Q4			YTD			Q1			Q2			Q3			Q4			YTD
	2008			2008			2008			2008			2008			2009			2009			2009			2009			2009			2010			2010			2010			2010			2010
Revenue
Revenue		32,898			35,221			36,237			36,079			140,435			36,037			36,340			38,731			41,579			152,687			42,102			43,454			48,593			51,373			185,522
YoY Growth		28	%		33	%		24	%		18	%		25	%		10	%		3	%		7	%		15	%		9	%		17	%		20	%		25	%		24	%		22	%
Recurring Revenue		24,412			25,459			25,917			26,476			102,264			25,955			27,393			29,741			32,161			115,250			33,025			34,730			38,613			40,977			147,345
YoY Growth		27	%		25	%		19	%		12	%		20	%		6	%		8	%		15	%		21	%		13	%		27	%		27	%		30	%		27	%		28	%
Pro Service Revenue		8,342			9,648			10,281			9,588			37,859			9,992			8,916			8,977			9,407			37,292			9,077			8,724			9,980			10,396			38,177
YoY Growth		42	%		67	%		49	%		46	%		51	%		20	%		-8	%		-13	%		-2	%		-1	%		-9	%		-2	%		11	%		11	%		2	%
North America Revenue %		67	%		67	%		70	%		74	%		69	%		75	%		72	%		72	%		71	%		72	%		71	%		70	%		69	%		66	%		69	%
EMEA Revenue %		25	%		25	%		22	%		19	%		23	%		18	%		19	%		19	%		19	%		19	%		19	%		19	%		19	%		20	%		19	%
APAC Revenue %		8	%		8	%		8	%		7	%		8	%		7	%		9	%		9	%		10	%		9	%		10	%		11	%		12	%		14	%		12	%
Bookings Metrics
Total Bookings		37,112			43,416			39,037			46,215			165,780			23,746			48,653			51,733			55,527			179,659			60,449			63,547			85,235			96,241			305,472
% of Bookings Billed in Quarter		72	%		74	%		76	%		77	%					75	%		55	%		60	%		54	%					40	%		40	%		37	%		30	%
Average Term (months)		21			20			19			21			20			19			27			21			25			23			32			31			37			32			33
Total Backlog		138,629			147,052			145,088			150,872						138,000			152,424			166,305			179,892						196,225			211,911			252,338			295,830
Current Backlog		88,419			95,498			95,044			101,995						96,546			103,984			115,944			121,275						120,606			121,011			134,174			148,619
Non-Current Backlog		50,210			51,554			50,044			48,877						41,454			48,440			50,361			58,617						75,619			90,900			118,164			147,211
Current Portion of Software Backlog		69,737			75,766			77,478			84,103						82,186			89,138			96,650			104,983						103,264			106,275			117,628			134,004
Average Selling Price (ASP)		90			107			98			96			98			74			99			112			95			102			91			95			105			126			105
Deal Size Distribution
> $1M		4			6			4			7			21			1			10			7			8			26			14			11			17			18			60
$100K-$1M		73			86			76			91			326			59			60			83			90			292			91			106			112			129			438
<$100K		464			470			528			527			1,989			443			421			388			435			1,687			423			436			436			434			1,729
Top 5 industry sales-TTM
High-Tech		18	%		21	%		22	%		23	%					21	%		21	%		22	%		20	%					22	%		22	%		22	%		21	%
Public Sector		13	%		12	%		12	%		14	%					14	%		15	%		18	%		16	%					15	%		17	%		22	%		20	%
Retail/CPG		14	%		15	%		15	%		14	%					15	%		14	%		13	%		15	%					15	%		15	%		13	%		13	%
Entertainment/Media		4	%		5	%		6	%		6	%					6	%		12	%		10	%		11	%					10	%		8	%		13	%		13	%
Telecom		19	%		15	%		13	%		13	%					12	%		10	%		13	%		16	%					15	%		15	%		12	%		10	%
All other		32	%		32	%		32	%		30	%					32	%		28	%		24	%		22	%					23	%		23	%		18	%		23	%
Margin & Earnings Metrics (Non-GAAP)*
Gross Margin %		63	%		64	%		64	%		67	%		64	%		67	%		70	%		71	%		70	%		70	%		69	%		70	%		71	%		73	%		71	%
Software Margin %		80	%		81	%		80	%		81	%		80	%		81	%		82	%		83	%		82	%		82	%		83	%		83	%		85	%		86	%		84	%
Professional Services Margin %		15	%		21	%		22	%		26	%		21	%		31	%		31	%		31	%		28	%		30	%		20	%		17	%		17	%		21	%		19	%
Operating expense as % of Revenue		72	%		69	%		65	%		63	%		67	%		60	%		63	%		61	%		62	%		62	%		63	%		61	%		58	%		59	%		60	%
Operating Margin %		-9	%		-5	%		-1	%		4	%		-3	%		7	%		7	%		10	%		8	%		8	%		6	%		9	%		13	%		14	%		11	%
Operating Margin		(2,976	)		(1,759	)		(444	)		1,267			(3,912	)		2,531			2,510			3,693			3,408			12,142			2,490			3,987			6,336		$	7,245			20,058
Non-GAAP EPS (Diluted)	$	(0.06	)	$	(0.04	)	$	—		$	0.06		$	(0.04	)	$	0.09		$	0.09		$	0.12		$	0.10		$	0.39		$	0.07		$	0.09		$	0.15		$	0.17		$	0.49
Other Metrics
Headcount		718			765			777			737			737			742			756			792			797			797			836			871			887			920			920
New Customer		64			73			68			59			264			26			53			82	**		51			212			46			38			66			53			203
Interactions (in millions)		463			477			576			583			2,099			584			586			620			704			2,494			765			801			786			811			3,163

*	Excludes stock-based compensation (sbc), Q4’10 excludes sbc and $19.73M deferred tax asset valuation allowance reversal; Q4’09 excludes sbc and $1M settlement gain
**	Q3’09 customer count includes acquired customers from HiveLive acquisition

Note: The supplemental data sheet refers to certain non-GAAP financial results. Please refer to our reconciliations of GAAP, which can be found in our Company’s earnings release(s), which is posted on the Investor Relations portion of our website.

Consolidated Balance Sheets

Unaudited
Last updated February 2, 2011

	Amounts in thousands
	Mar 31,			Jun 30,			Sep 30,			Dec 31,			Mar 31,			Jun 30,			Sep 30,			Dec 31,			Mar 31,			Jun 30,			Sep 30,			Dec 31,
	2008			2008			2008			2008			2009			2009			2009			2009			2010			2010			2010			2010
Assets
Current assets:
Cash and cash equivalents		44,591			52,781			51,145			51,405			51,462			46,987			32,388			41,546			43,114			61,212			77,728			181,948
Short-term investments		36,585			41,540			46,444			34,412			36,517			42,808			60,634			54,977			55,293			38,228			31,287			94,759
Accounts receivable		27,503			26,722			27,820			36,770			24,220			31,670			31,034			31,850			29,723			33,020			36,367			39,037
Term receivables		9,616			8,814			6,875			5,752			4,810			4,107			3,011			2,417			1,762			1,271			371			301
Less allowance for doubtful accounts		(2,056	)		(2,177	)		(2,148	)		(2,277	)		(1,901	)		(1,910	)		(1,701	)		(1,914	)		(1,794	)		(1,697	)		(1,867	)		(2,021	)
Prepaid & other current assets		6,773			7,082			7,497			7,531			7,593			7,815			8,689			8,828			9,620			9,178			8,816			10,080
Deferred tax assets		—			—			—			—			—			—			—			—			—			—			—			3,801
Total current assets		123,012			134,762			137,633			133,593			122,701			131,477			134,055			137,704			137,718			141,212			152,702			327,905
Long-term investments		17,810			11,925			4,612			4,963			4,980			4,792			—			—			—			—			—			—
Property and equipment, net		10,807			10,798			10,377			10,141			9,187			9,775			9,781			10,122			10,154			10,850			11,063			10,702
Term receivables, noncurrent		8,059			5,728			4,420			3,547			2,804			2,159			1,447			1,105			810			537			82			14
Deferred tax asset, noncurrent		—			—			—			—			—			—			—			—			—			—			—			16,480
Intangible and other assets, net		10,016			10,025			10,268			10,093			9,274			9,379			14,991			15,504			16,181			17,270			18,342			23,778
Total assets		169,704			173,238			167,310			162,337			148,946			157,582			160,274			164,435			164,863			169,869			182,189			378,879
Liabilities, Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities		18,146			17,919			17,405			16,223			14,309			17,847			16,601			16,573			19,967			22,013			23,425			23,826
Commissions and bonuses payable		3,531			4,279			4,351			5,665			3,084			4,958			4,838			6,271			4,964			4,597			6,142			7,137
Current portion of long-term debt		44			44			45			46			46			45			34			22			10			—			—			—
Deferred revenue		77,410			83,625			81,959			85,416			78,755			85,176			89,161			88,603			86,395			86,933			88,669			90,350
Total current liabilities		99,131			105,867			103,760			107,350			96,194			108,026			110,634			111,469			111,336			113,543			118,236			121,313
Deferred revenue, noncurrent		34,244			32,357			27,250			27,782			24,452			18,908			14,780			12,724			9,300			7,894			5,394			2,969
Long-term debt		57			45			34			22			10			—			—			—			—			—			—			175,000
Stockholders’ equity (deficit):
Common stock		34			34			34			34			34			34			34			34			34			34			34			35
Additional paid-in capital		97,107			99,187			101,337			102,662			104,345			107,281			109,394			112,439			115,680			118,652			125,416			136,717
Treasury stock, at cost		—			—			—			(13,209	)		(15,007	)		(15,007	)		(15,007	)		(15,007	)		(15,007	)		(15,007	)		(15,007	)		(29,149	)
Other comprehensive income (loss)		(536	)		(787	)		(193	)		1,916			1,875			1,260			1,394			1,125			1,284			1,113			1,581			1,953
Accumulated deficit		(60,333	)		(63,465	)		(64,912	)		(64,220	)		(62,957	)		(62,920	)		(60,955	)		(58,349	)		(57,764	)		(56,360	)		(53,465	)		(29,959	)
Total stockholders’ equity		36,272			34,969			36,266			27,183			28,290			30,648			34,860			40,242			44,227			48,432			58,559			79,597
Total liabilities, preferred stock and stockholders’ equity		169,704			173,238			167,310			162,337			148,946			157,582			160,274			164,435			164,863			169,869			182,189			378,879

Consolidated Statements of Operations

Unaudited
Last updated February 2, 2011

	2008															2009															2010
	Q1			Q2			Q3			Q4			YTD			Q1			Q2			Q3			Q4			YTD			Q1			Q2			Q3			Q4			YTD
Revenue:
Software, hosting and support		24,556			25,573			25,956			26,491			102,576			26,045			27,424			29,754			32,172			115,395			33,025			34,730			38,613			40,977			147,345
Professional services		8,342			9,648			10,281			9,588			37,859			9,992			8,916			8,977			9,407			37,292			9,077			8,724			9,980			10,396			38,177
Total revenue		32,898			35,221			36,237			36,079			140,435			36,037			36,340			38,731			41,579			152,687			42,102			43,454			48,593			51,373			185,522
Cost of revenue:
Software, hosting and support		5,035			5,043			5,305			5,014			20,397			4,949			4,954			5,232			5,813			20,948			5,879			5,952			5,923			5,855			23,609
Professional services		7,285			7,810			8,133			7,212			30,440			7,008			6,346			6,365			6,891			26,610			7,332			7,378			8,395			8,348			31,453
Total cost of revenue		12,320			12,853			13,438			12,226			50,837			11,957			11,300			11,597			12,704			47,558			13,211			13,330			14,318			14,203			55,062
Gross profit		20,578			22,368			22,799			23,853			89,598			24,080			25,040			27,134			28,875			105,129			28,891			30,124			34,275			37,170			130,460
Operating expenses:
Sales and marketing		16,818			17,627			16,889			16,294			67,628			14,863			16,008			16,175			17,705			64,751			18,724			18,777			20,006			21,888			79,395
Research and development		4,486			4,507			4,671			4,628			18,292			4,756			5,051			5,100			5,314			20,221			5,132			4,797			5,160			5,065			20,154
General and administrative		3,516			3,890			3,215			2,994			13,615			3,446			4,207			4,018			4,130			15,801			4,299			4,324			4,975			5,108			18,706
Total operating expenses		24,820			26,024			24,775			23,916			99,535			23,065			25,266			25,293			27,149			100,773			28,155			27,898			30,141			32,061			118,255
Operating income (loss)		(4,242	)		(3,656	)		(1,976	)		(63	)		(9,937	)		1,015			(226	)		1,841			1,726			4,356			736			2,226			4,134			5,109			12,205
Interest and other income, net		938			519			552			687			2,696			401			351			342			1,000			2,094			183			19			454			(311	)		345
Income (loss) before income taxes		(3,304	)		(3,137	)		(1,424	)		624			(7,241	)		1,416			125			2,183			2,726			6,450			919			2,245			4,588			4,798			12,550
(Provision) benefit for income taxes		(92	)		5			(23	)		68			(42	)		(153	)		(89	)		(218	)		(119	)		(579	)		(334	)		(841	)		(1,693	)		18,708			15,840
Net income (loss)		(3,396	)		(3,132	)		(1,447	)		692			(7,283	)		1,263			36			1,965			2,607			5,871			585			1,404			2,895			23,506			28,390
Net income (loss) per share:
Basic	$	(0.10	)	$	(0.09	)	$	(0.04	)	$	0.02		$	(0.22	)	$	0.04		$	0.00		$	0.06		$	0.08		$	0.18		$	0.02		$	0.04		$	0.09		$	0.72		$	0.88
Diluted	$	(0.10	)	$	(0.09	)	$	(0.04	)	$	0.02		$	(0.22	)	$	0.04		$	0.00		$	0.06		$	0.08		$	0.18		$	0.02		$	0.04		$	0.09		$	0.64		$	0.83
Shares used in the computation:
Basic		33,532			33,582			33,640			32,692			33,362			31,784			31,677			31,733			31,815			31,752			31,929			32,000			32,128			32,562			32,156
Diluted		33,532			33,582			33,640			33,204			33,362			32,249			32,160			32,424			33,047			32,336			33,431			33,427			33,659			37,574			34,568
Supplemental information of stock-based compensation expense included in:
Cost of software, hosting and support		77			79			87			80			323			96			142			120			102			460			113			117			127			125			482
Cost of professional services		153			165			158			162			638			133			209			138			132			612			114			122			128			122			486
Sales and marketing		538			595			738			583			2,454			622			952			761			694			3,029			751			726			818			782			3,077
Research and development		235			242			252			240			969			262			377			285			254			1,178			257			240			254			237			988
General and administrative		263			816			297			265			1,641			403			1,056			548			500			2,507			520			556			875			870			2,821
Total stock-based compensation		1,266			1,897			1,532			1,330			6,025			1,516			2,736			1,852			1,682			7,786			1,755			1,761			2,202			2,136			7,854

Consolidated Statements of Cash Flow

Unaudited
Last updated February 2, 2011

	2008															2009															2010
	Q1			Q2			Q3			Q4			YTD			Q1			Q2			Q3			Q4			YTD			Q1			Q2			Q3			Q4			YTD
Operating activities
Net income (loss)		(3,396	)		(3,132	)		(1,447	)		692			(7,283	)		1,263			36			1,965			2,607			5,871			585			1,404			2,895			23,506			28,390
Noncash adjustments:
Depreciation and amortization		1,954			1,956			1,956			1,905			7,771			1,887			1,726			1,797			2,081			7,491			2,065			1,872			1,812			2,023			7,772
Provision for losses on accounts receivable		89			26			64			33			212			57			30			30			40			157			50			31			50			60			191
Stock-based compensation expense		1,266			1,897			1,532			1,330			6,025			1,516			2,736			1,852			1,682			7,786			1,755			1,761			2,202			2,136			7,854
Deferred tax asset valuation allowance reversal		—			—			—			—			—			—			—			—			—			—			—			—			—			(19,732	)		(19,732	)
Changes in operating accounts:
Receivables		7,447			4,062			1,143			(7,878	)		4,774			13,569			(5,171	)		2,333			524			11,255			2,449			(2,910	)		(963	)		(2,605	)		(4,029	)
Prepaid and other current assets		(852	)		(804	)		(1,168	)		(900	)		(3,724	)		399			(583	)		(693	)		(614	)		(1,491	)		(1,054	)		175			289			(672	)		(1,262	)
Accounts payable and accrued liabilities		2,292			(257	)		42			(720	)		1,357			(1,823	)		3,099			(1,427	)		(35	)		(186	)		3,556			2,152			948			463			7,119
Commissions and bonuses payable		(1,523	)		742			166			1,545			930			(2,553	)		1,743			(132	)		1,393			451			(1,244	)		(329	)		1,451			999			877
Deferred revenue		(3,434	)		4,001			(3,566	)		7,168			4,169			(9,429	)		(2,038	)		(569	)		(2,880	)		(14,916	)		(4,614	)		(160	)		(2,887	)		(727	)		(8,388	)
Other		(173	)		83			(52	)		635			493			—			503			(247	)		(577	)		(321	)		(38	)		19			176			(455	)		(298	)
Cash provided (used) by operating activities		3,670			8,574			(1,330	)		3,810			14,724			4,886			2,081			4,909			4,221			16,097			3,510			4,015			5,973			4,996			18,494
Investing activities
Acquistion of property and equipment		(1,522	)		(1,536	)		(1,309	)		(1,425	)		(5,792	)		(584	)		(1,841	)		(1,240	)		(1,912	)		(5,577	)		(1,640	)		(2,196	)		(1,639	)		(1,233	)		(6,708	)
Business acquisitions		—			—			—			—			—			—			—			(5,906	)		—			(5,906	)		—			—			—			—			—
Intangible asset additions																	(100	)					(144	)		(410	)		(654	)		(1,034	)		(1,305	)		(1,120	)		(1,101	)		(4,560	)
Change in investments, net		(1,970	)		748			2,218			12,435			13,431			(2,251	)		(6,059	)		(13,081	)		5,558			(15,833	)		(342	)		17,107			6,935			(63,513	)		(39,813	)
Other		—			—			—			—			—			—			—			—			—			—			—			—			—			—			—
Cash provided (used) for investing activities		(3,492	)		(788	)		909			11,010			7,639			(2,935	)		(7,900	)		(20,371	)		3,236			(27,970	)		(3,016	)		13,606			4,176			(65,847	)		(51,081	)
Financing activities
Net proceeds from (payments on) long-term debt		(11	)		(11	)		(11	)		(10	)		(43	)		(12	)		(11	)		(12	)		(11	)		(46	)		(12	)		(10	)		—			175,000			174,978
Debt issuance costs		—			—			—			—			—			—			—			—			—			—			—			—			—			(5,036	)		(5,036	)
Proceeds from issuance of stock:
Common stock issued under employee benefit plans		414			234			618			130			1,396			78			151			167			1,352			1,748			1,159			409			3,068			8,184			12,820
Common stock repurchase (Treasury)		—			—			—			(13,209	)		(13,209	)		(1,798	)		—			—			—			(1,798	)		—			—			—			(14,142	)		(14,142	)
Other		51			(53	)		—			(133	)		(135	)		89			48			95			11			243			328			802			1,491			982			3,603
Cash provided (used) by financing activities		454			170			607			(13,222	)		(11,991	)		(1,643	)		188			250			1,352			147			1,475			1,201			4,559			164,988			172,223
Effect of foreign exchange rates		278			234			(1,822	)		(1,338	)		(2,648	)		(251	)		1,156			613			349			1,867			(401	)		(724	)		1,808			83			766
Net change in cash and cash equivalents		910			8,190			(1,636	)		260			7,724			57			(4,475	)		(14,599	)		9,158			(9,859	)		1,568			18,098			16,516			104,220			140,402
Cash and cash equivalents at beginning of period		43,681			44,591			52,781			51,145			43,681			51,405			51,462			46,987			32,388			51,405			41,546			43,114			61,212			77,728			41,546
Cash and cash equivalents at end of period		44,591			52,781			51,145			51,405			51,405			51,462			46,987			32,388			41,546			41,546			43,114			61,212			77,728			181,948			181,948

Currency Component Data Sheet

Unaudited
As of February 2, 2011

	Currency Component
	of Total Revenue-TTM			Currency exchange rate		Impact of 1 percent change in fx
	as of December 31,			into USD as of February 1,		exchange rate per 100M in
	2010			2011		revenue
GBP		11	%		1.6118		177,298
EUR		5	%		1.3759		68,795
AUD		8	%		1.0062		80,496
USD and other		76	%		n/a
Total		100	%				326,589

	Currency Component
	of Total Expense-TTM			Currency exchange rate		Impact of 1 percent change in fx
	as of December 31,			into USD as of February 1,		exchange rate per 100M in
	2010			2011		revenue
GBP		11	%		1.6118		177,298
EUR		1	%		1.3759		13,759
AUD		5	%		1.0062		50,310
USD and other		83	%		n/a
Total		100	%				241,367

TTM=Trailing Twelve Months