e10vq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


þ		Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2008


o		Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001-33755

SUCCESSFACTORS, INC.

(Exact name of registrant as specified in its charter)


Delaware		94-3398453
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1500 Fashion Island Blvd., Suite 300
San Mateo, California		94404
(Address of principal executive offices)		(Zip Code)

(650) 645-2000
(Registrant’s telephone number, including area code)

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 (the “Exchange Act”) 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: þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

As of November 7, 2008, there were approximately 56,108,928 shares of the registrant’s common stock outstanding.

PART I: FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUCCESSFACTORS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)


	September 30,			December 31,
	2008			2007
	(Unaudited)			(Note 1)
ASSETS:
Current assets:
Cash and cash equivalents	$	41,492		$	82,274
Marketable securities		60,051			8,513
Accounts receivable, net of allowance for doubtful accounts of $544 and $481		40,579			42,072
Deferred commissions		5,095			4,199
Prepaid expenses and other current assets		4,234			2,347

Total current assets		151,451			139,405
Restricted cash		1,424			964
Property and equipment, net		8,118			6,532
Deferred commissions, net of current portion		6,549			7,343
Other assets		279			300

Total assets	$	167,821		$	154,544

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT):
Current liabilities:
Accounts payable	$	4,386		$	3,595
Accrued expenses and other current liabilities		10,168			7,016
Accrued employee compensation		17,261			18,265
Deferred revenue		115,626			84,624
Current portion of capital lease obligations		36			34

Total current liabilities		147,477			113,534
Capital lease obligations, net of current portion		29			56
Deferred revenue, net of current portion		20,431			16,386
Other long-term liabilities		2,814			4,625

Total liabilities		170,751			134,601
Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued or outstanding		—			—
Common stock, $0.001 par value, 200,000 shares authorized as of September 30, 2008 (unaudited) and December 31, 2007; 55,616 and 51,350 shares issued and outstanding (excluding 428 and 679 legally issued and outstanding) as of September 30, 2008 (unaudited) and December 31, 2007, respectively		56			51
Additional paid-in capital		197,356			161,150
Accumulated other comprehensive income		(56	)		55
Accumulated deficit		(200,286	)		(141,313	)

Total stockholders’ equity (deficit)		(2,930	)		19,943

Total liabilities and stockholders’ equity (deficit)	$	167,821		$	154,544

See accompanying notes to condensed consolidated financial statements.

SUCCESSFACTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)
(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Revenue	$	29,712		$	16,744		$	78,887		$	44,139
Cost of revenue (1)		10,187			6,476			28,767			17,213

Gross profit		19,525			10,268			50,120			26,926

Operating expenses: (1)
Sales and marketing		25,251			20,119			70,121			49,427
Research and development		6,516			4,192			17,975			11,413
General and administrative		8,146			5,759			22,066			13,063

Total operating expenses		39,913			30,070			110,162			73,903

Loss from operations		(20,388	)		(19,802	)		(60,042	)		(46,977	)
Interest income (expense) and other, net		256			(318	)		1,625			(2,066	)

Loss before provision for income taxes		(20,132	)		(20,120	)		(58,417	)		(49,043	)
Provision for income taxes		(256	)		(61	)		(556	)		(120	)

Net loss	$	(20,388	)	$	(20,181	)	$	(58,973	)	$	(49,163	)

Net loss per common share, basic and diluted	$	(0.37	)	$	(3.30	)	$	(1.11	)	$	(12.00	)

Shares used in computing net loss per common share, basic and diluted		55,433			6,120			53,135			4,098


(1)		Amounts include stock-based compensation expenses as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2008		2007		2008		2007
Cost of revenue	$	283	$	138	$	692	$	259
Sales and marketing		1,021		910		2,707		1,390
Research and development		311		174		790		304
General and administrative		543		391		1,718		688

Total	$	2,158	$	1,613	$	5,907	$	2,641

See accompanying notes to condensed consolidated financial statements.

SUCCESSFACTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)


	Nine Months Ended
	September 30,
	2008			2007
Cash flows from operating activities:
Net loss	$	(58,973	)	$	(49,163	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,677			1,377
Amortization of deferred commissions		4,913			2,610
Stock-based compensation expense		5,907			2,641
Amortization of debt issuance costs		—			300
Adjustment to fair value of convertible preferred stock warrants		—			1,310
Changes in assets and liabilities:
Accounts receivable		1,493			(604	)
Deferred commissions		(5,015	)		(4,835	)
Prepaid expenses and other current assets		(1,887	)		(71	)
Other assets		20			(684	)
Accounts payable		794			3,472
Other accrued expenses		3,532			3,615
Accrued other compensation		(1,004	)		224
Other liabilities		(144	)		1,463
Deferred revenue		35,047			22,132

Net cash used in operating activities		(12,640	)		(16,213	)

Cash flows from investing activities:
Restricted cash		(460	)		(337	)
Capital expenditures		(4,264	)		(3,880	)
Purchase of available-for-sale securities		(75,042	)		(2,705	)
Proceeds from maturities of available-for-sale securities		15,501			1,990
Proceeds from sales of available-for-sale securities		7,983			—

Net cash used in investing activities		(56,282	)		(4,932	)

Cash flows from financing activities:
Proceeds from exercise of stock options, net		1,208			511
Proceeds from early exercise of stock options, net		162			—
Proceeds from exercise of preferred stock warrants		—			20
Proceeds from initial public offering, net of offering costs		(545	)		—
Proceeds from follow-on public offering, net of offering costs		27,430			—
Proceeds from advance on line of credit		—			10,000
Principal payments on capital lease obligations		(25	)		(27	)

Net cash provided by financing activities		28,230			10,504

Effect of exchange rate changes on cash and cash equivalents		(90	)		27

Net decrease in cash and cash equivalents		(40,782	)		(10,614	)
Cash and cash equivalents at beginning of period		82,274			26,172

Cash and cash equivalents at end of period	$	41,492		$	15,558

Supplemental cash flow disclosure:
Cash paid during the period for:
Interest	$	223		$	9

Income taxes	$	177		$	1

See accompanying notes to condensed consolidated financial statements.

SUCCESSFACTORS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Significant Accounting Policies

Organization

Success Acquisition Corporation was incorporated in Delaware in 2001. In April 2007, the Company’s name was changed to SuccessFactors, Inc. (the Company). The Company provides on-demand performance and talent management software that enable organizations to optimize the performance of their people to drive business results. The Company’s application suite includes the following modules and capabilities; Performance Management; Goal Management; Compensation Management; Succession Management; Learning and Development; Recruiting Management; Analytics and Reporting; Employee Profile; 360-Degree Review; Employee Survey; and proprietary and third-party content. The Company’s headquarters are located in San Mateo, California. The Company conducts its business worldwide with additional locations in Europe and Asia.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008, for any other interim period or for any other future year.

The condensed consolidated balance sheet at December 31, 2007 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission (“SEC”) on March 5, 2008 and as amended on Form 10K/A on June 3, 2008. There have been no significant changes in our critical accounting policies that were disclosed in our Annual Report on Form 10-K, as amended on Form 10K/A, for the fiscal year ended December 31, 2007.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts in the financial statements and accompanying notes. These estimates form the basis for judgments the Company makes about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company bases its estimates and judgments on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. GAAP requires the Company to make estimates and judgments in several areas, including those related to revenue recognition, recoverability of accounts receivable, the determination of sales tax obligations, commission payments, fair values of marketable securities and the determination of the fair market value of stock options, including the use of forfeiture estimates. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. Actual results could differ materially from those estimates.

Revenue Recognition

Revenue consists of subscription fees for the Company’s on-demand software and the provision of other services. The Company’s customers do not have the contractual right to take possession of software in substantially all of the transactions. Instead, the software is delivered on an on-demand basis from the Company’s hosting facilities. Therefore, these arrangements are treated as service agreements and the Company follows the provisions of SEC Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition, Emerging Issues Task Force (EITF) Issue No. 00-3, Application of AICPA Statement of Position 97-2 (SOP 97-2) to Arrangements That Include the Right to Use Software Stored on Another Entity’s Hardware, and EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. The Company commences revenue recognition when all of the following conditions are met:

	•		there is persuasive evidence of an arrangement;

	•		the subscription or services have been delivered to the customer;

	•		the collection of related fees is reasonably assured; and

	•		the amount of related fees is fixed or determinable.

Signed agreements are used as evidence of an arrangement. The Company assesses cash collectability based on a number of factors such as past collection history with the customer. If the Company determines that collectability is not reasonably assured, the Company defers the revenue until collectability becomes reasonably assured, generally upon receipt of cash. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. The Company’s arrangements are noncancelable, though customers typically have the right to terminate their agreement if the Company fails to perform.

The Company’s other services include configuration assistance, including installation and training related to the application suite. These other services are generally sold in conjunction with the Company’s subscriptions. In applying the provisions of EITF Issue No. 00-21, the Company has determined that it does not have objective and reliable evidence of fair value for each element of its arrangements. As a result, these other services are not accounted for separately from the Company’s subscriptions. As these other services do not qualify for separate accounting, the Company recognizes the other services revenue together with the subscription fees ratably over the noncancelable term of the subscription agreement, generally one to three years although terms can extend to as long as five years, commencing on the later of the start date specified in the subscription arrangement, the “initial access date” of the customers’ instance in the Company’s production environment or when all of the revenue recognition criteria have been met. The Company generally considers delivery to have occurred on the initial access date, which is the point in time that a customer is provided access to use the Company’s on-demand application suite. In the infrequent circumstance in which a customer of the Company has the contractual right to take possession of the software, the Company has applied the provisions noted in EITF Issue No. 00-3 and determined that the customers would incur a significant penalty to take possession of the software. Therefore, these agreements have been accounted for as service contracts outside the scope of SOP 97-2. Sales tax amounts collected from customers have been recorded on a net basis.

Deferred Revenue

Deferred revenue consists of billings or payments received in advance of revenue recognition from the Company’s subscription and other services described above and is recognized when all of the revenue recognition criteria are met. For subscription arrangements with terms of over one year, the Company generally invoices its customers in annual installments. Accordingly, the deferred revenue balance does not represent the total contract value of these multi-year, noncancelable subscription agreements. The Company’s other services, such as configuration assistance, are generally sold in conjunction with the subscriptions. The Company recognizes revenue from these other services, together with the subscriptions, ratably over the noncancelable term of the subscription agreement which can extend to as long as five years. The portion of deferred revenue that the Company anticipates will be recognized after the succeeding 12-month period is recorded as non-current deferred revenue

and the remaining portion is recorded as current deferred revenue. Current deferred revenue also includes subscription agreements with an “initial access date” that has not yet been determined.

Cost of Revenue

Cost of revenue primarily consists of costs related to hosting the Company’s application suite, compensation and related expenses for data center, professional services staff and customer services staff, payments to outside service providers, data center and networking expenses, expenses for license royalties and partner referral fees and allocated overhead and depreciation expenses. Allocated overhead includes rent, information technology costs and employee benefits costs and is apportioned to all departments based on relative headcount.

Deferred Commissions

Deferred commissions are the incremental costs that are directly associated with noncancelable subscription agreements and consist of sales commissions paid to the Company’s direct sales force. The commissions are deferred and amortized over the noncancelable terms of the related customer contracts, typically one to three years, with some agreements having durations of up to five years. The deferred commission amounts are recoverable from the future revenue streams under the noncancelable subscription agreements. The Company believes this is the appropriate method of accounting, as the commission costs are so closely related to the revenue from the noncancelable subscription agreements that they should be recorded as an asset and charged to expense over the same period that the subscription revenue is recognized. Amortization of deferred commissions is included in sales and marketing expense in the accompanying condensed consolidated statements of operations.

During the three and nine months ended September 30, 2008, the Company capitalized $2.0 million and $5.0 million of deferred commissions, respectively, and amortized $1.7 million and $4.9 million, respectively, to sales and marketing expense. As of September 30, 2008, deferred commissions on the Company’s condensed consolidated balance sheet totaled $11.6 million.

Comprehensive Loss

Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes certain changes in equity that are excluded from net loss. Specifically, cumulative foreign currency translation adjustments, net of tax, and unrealized gain (loss) on marketable securities, net of tax, are included in accumulated other comprehensive income (loss).

Income Taxes

As part of the process of preparing the unaudited condensed consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves estimating the current tax liability under the most recent tax laws and assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the unaudited condensed consolidated balance sheets.

2. Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141 (revised 2007) (SFAS 141R), Business Combinations and SFAS No. 160 (SFAS 160), Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51. SFAS 141R will change how business acquisitions are accounted for and will impact financial statements both on the acquisition date and in subsequent periods. SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS 141R and SFAS 160 will be effective for the Company beginning in the first quarter of fiscal 2009. The adoption of SFAS 141(R) will change the Company’s accounting treatment for business combinations on a prospective basis beginning in the first quarter of fiscal year 2009 and the adoption of SFAS 160 is not expected to impact the Company’s consolidated financial statements.

In February 2008, the FASB issued Financial Staff Position (FSP) FAS 157-2, Effective Date of FASB Statement No. 157 (FSP FAS 157-2), which delays the effective date of Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements (SFAS 157), for all nonrecurring fair value measurements of nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008. SFAS 157 established a framework for measuring fair value and expands disclosures about fair value measurements. FSP FAS 157-2 partially defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. This FSP is effective for the Company beginning January 1, 2009. The adoption of SFAS 157, for which effectiveness was delayed by FSP FAS 157-2, is not expected to have a material impact on the Company’s consolidated financial statements.

In October 2008, the FASB issued FSP SFAS 157-3, Determining the Fair Value of a Financial Asset When The Market for That Asset Is Not Active (FSP FAS 157-3), to clarify how an entity would determine fair value in an inactive market. FSP FAS 157-3 is effective immediately and applies to the Company’s September 30, 2008 financial statements. The application of the provisions of FSP FAS 157-3 did not impact the Company’s consolidated financial position, results of operations and cash flows as of and for the period ended September 30, 2008.

3. Cash, Cash Equivalents and Marketable Securities

Cash, cash equivalents and marketable securities as of September 30, 2008, consisted of the following (unaudited, in thousands):


	As of September 30, 2008
			Gross		Gross			Estimated
			Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Cash	$	4,609	$	—	$	—		$	4,609
Cash equivalents:
Money market funds		22,100		—		—			22,100
Commercial paper		8,292		—		—			8,292
U.S. Treasury bill		2,999		1		—			3,000
U.S. government agency		3,493		—		(2	)		3,491

Total cash equivalents		36,884		1		(2	)		36,883

Total cash and cash equivalents		41,493		1		(2	)		41,492
Marketable securities:
U.S. Treasury bills and bonds		25,910		44					25,954
U.S. government notes and bonds		33,632				(68	)		33,564
Corporate notes		543		—		(10	)		533

Total marketable securities		60,085		44		(78	)		60,051

Total cash, cash equivalents and marketable securities	$	101,578	$	45	$	(80	)	$	101,543

All of the Company’s marketable securities as of September 30, 2008 mature within one year.

Cash, cash equivalents and marketable securities as of December 31, 2007, consisted of the following (in thousands):


	As of December 31, 2007
			Gross		Gross		Estimated
			Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Cash	$	2,904	$	—	$	—	$	2,904
Cash equivalents:
Money market funds		39,220		—		—		39,220
Commercial paper		10,276		—		—		10,276
U.S. government notes and bonds		29,865		9				29,874

Total cash equivalents		79,361		9		—		79,370

Total cash and cash equivalents		82,265		9		—		82,274
Marketable securities:
U.S. government notes and bonds		8,513		—		—		8,513

Total marketable securities		8,513		—		—		8,513

Total cash, cash equivalents and marketable securities	$	90,778	$	9	$	—	$	90,787

All of the Company’s marketable securities as of December 31, 2007 mature within one year.

4. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of September 30, 2008 and December 31, 2007 consisted of (in thousands):


	As of		As of
	September 30,		December 31,
	2008		2007
	(unaudited)
Accrued royalties	$	446	$	238
Accrued partner referral fees		236		189
Accrued other liabilities		6,116		2,930
Accrued taxes payable		1,279		613
Deferred rent		290		246
Sales and use taxes		1,801		2,800

	$	10,168	$	7,016

Based on the services provided to customers in certain states, and research of the applicable statutes, regulations and rulings, the Company determined that it is both probable and estimable that the Company owes sales and use tax in various states and local jurisdictions. Historically, the Company did not collect sales and use taxes from its customers and, accordingly, has provided for these amounts as well as any applicable penalties and interest, net of any estimable amounts that are considered recoverable from customers. During the fourth quarter of 2007, the Company began assessing sales and use taxes on its customers in certain states.

Accrued employee compensation as of September 30, 2008 and December 31, 2007 consisted of (in thousands):


	As of		As of
	September 30,		December 31,
	2008		2007
	(unaudited)
Accrued bonuses payable	$	5,846	$	7,231
Accrued commissions payable		5,792		7,249
Accrued vacation		4,896		3,229
All other accrued employee compensation payable		727		556

	$	17,261	$	18,265

5. Fair Value Measurements

On January 1, 2008, the Company adopted the methods of fair value as described in SFAS 157 to value its financial assets and liabilities. As defined in SFAS 157, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

SFAS 157 established the following fair value hierarchy that prioritizes the inputs used to measure fair value:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

As of September 30, 2008, the Company did not have any financial assets or liabilities without observable market values that would require a high level of judgment to determine fair value (Level 3).

The following table presents the cash equivalents and marketable securities carried at fair value as of September 30, 2008 (unaudited, in thousands):


	Fair Value Measurements as of
	September 30, 2008
	Total		Level 1		Level 2
Cash equivalents (1)	$	36,883	$	—	$	36,883
Marketable securities (2)		60,051		—		60,051

Total	$	96,934	$	—	$	96,934


(1)		Cash equivalents consist primarily of money market funds with original maturity dates of three months or less, for which the Company determines fair value through quoted market prices.

(2)		Marketable securities consist of corporate notes, U.S. Government notes and bonds and U.S. Treasury bills and bonds and are priced using available market information through processes such as benchmark curves, market valuations of like securities, sector groupings and matrix pricing.

As of September 30, 2008, the Company held no direct investments in auction rate securities, collateralized debt obligations, structured investment vehicles or mortgage-backed securities.

Marketable securities are considered available-for-sale and are carried in the Company’s condensed consolidated financial statements at fair market value, with changes in value recorded as unrealized gains and losses in other comprehensive income. As of September 30, 2008 the Company recorded $21,000 net of tax, as net unrealized loss in other comprehensive income. Accumulated gains and losses are reclassified to earnings when and if the securities are sold.

There were no changes in our valuation techniques used to measure fair values on a recurring basis as a result of adopting SFAS 157.

Effective January 1, 2008, the Company also adopted SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities — including an Amendment of FASB Statement No. 115 (SFAS 159), which allows an entity to choose to measure certain financial instruments and liabilities at fair value on a contract-by-contract basis. Subsequent fair value measurement for the financial instruments and liabilities an entity chooses to measure will be recognized in earnings. The Company did not elect such optional provisions of SFAS 159.

6. Commitments and Contingencies

The Company is involved in various legal proceedings arising from the normal course of its business activities. In management’s opinion, resolution of these matters is not expected to have a material adverse effect on the Company’s results of operations, cash flows or financial position. However, depending on the nature and timing of any such dispute, an unfavorable resolution of a matter could materially affect the Company’s future results of operations, cash flows or financial position in a future period.

7. Stock-Based Compensation

Common Stock Options

The Company follows the accounting provisions of SFAS No. 123R Share-Based Payment, (SFAS 123R), which establishes accounting for non-cash, stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at grant date, based on the fair value of the award, and recognized over the requisite service period, which for the Company is generally the vesting period.

The following shares of common stock are available for future issuance at September 30, 2008 (in thousands, unaudited):


	Shares Available
	for Grant
Balance at December 31, 2007		6,158
Options granted		(1,452	)
Restricted stock units granted		(260	)
Options canceled/forfeited		959

Balance at September 30, 2008		5,405

The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted in the periods presented:


	Three Months Ended
	September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
	(Unaudited)						(Unaudited)
Expected life from grant date (in years)		3.95			4.14			3.85			4.17
Risk-free interest rate		2.88	%		4.32	%		2.82	%		4.42	%
Expected volatility		49.83	%		46.51	%		50.39	%		47.00	%
Dividend yield		—			—			—			—
Weighted-average estimated fair value of options granted during the period	$	4.78		$	3.58		$	4.55		$	3.34

The following table summarizes the activity for the Company’s options for the nine months ended September 30, 2008 (unaudited):


				Weighted-
	Shares			Average
	Subject to			Exercise
	Options			Price
	Outstanding			per Share
	(Shares in thousands)
Balance at December 31, 2007		13,084		$	5.00
Granted		1,452			11.07
Exercised (1)		(1,482	)		1.96
Canceled/forfeited		(959	)		6.68

Balance at September 30, 2008		12,095		$	5.97


(1)		Includes options vested during the period that were early exercised.

As of September 30, 2008, unrecognized compensation cost under the Company’s stock option plans for employee stock options was $19.0 million. The unrecognized compensation cost is expected to be recognized over a weighted-average remaining vesting period of 2.73 years.

During the third quarter of fiscal 2008 the Company issued restricted stock units (RSUs) to certain executive employees. An RSU award is an agreement to issue shares of the Company’s stock at the time of vesting. RSUs issued to employees vest over four years with a yearly cliff contingent upon employment with the Company on the dates of vesting.

The following table summarizes the activity for the Company’s restricted stock units for the nine months ended September 30, 2008 (unaudited):


			Weighted-Average
			Grant-Date
	Outstanding		Fair Value
	(Shares in thousands)
Balance at December 31, 2007		—	$	—
Granted		260		10.84
Vested		—		—
Canceled/forfeited		—		—

Balance at September 30, 2008		260	$	10.84

As of September 30, 2008, there was $2.7 million of unrecognized compensation cost related to employee RSUs. This amount is expected to be recognized over a weighted average period of 3.8 years.

Stock Plans

In June 2001, the Company’s Board of Directors adopted and its stockholders approved the 2001 Stock Option Plan, and in November 2007, the Company’s Board of Directors adopted and its stockholders approved the 2007 Equity Incentive Plan (collectively, the “Plans”). The Plans provide for the issuance of incentive and nonstatutory stock options to employees and non-employees of the Company, and the 2007 Equity Incentive Plan additionally provides for the issuance of restricted stock awards, stock bonus awards, stock appreciation rights and restricted stock units. Options issued under the Plans are generally for periods not to exceed ten years and must be issued at prices not less than 85% of the estimated fair value of the shares of common stock on the date of grant as determined by the Board of Directors. The Plans provides for grants of immediately exercisable options. Options become vested and exercisable at such times and under such conditions as determined by the Board of Directors at the date of grant. Options, or shares issued upon early exercise of options, generally vest over four years, with 25% vesting after one year and the balance vesting monthly over the remaining period. Any shares exercised prior to vesting may be repurchased by

the Company at the original option exercise price in the event of the employee’s termination. The right to repurchase unvested shares lapses at the rate of the vesting schedule. As of September 30, 2008, there were 427,917 shares legally issued and outstanding as a result of the early exercise of stock options. 267,500 of these shares were exercised by members of the Board of Directors and 160,417 of these shares were exercised by an executive officer of the Company. Cash received for exercised and unvested shares is recorded as a liability on the accompanying condensed consolidated balance sheets and transferred to common stock and additional paid-in capital as the shares vest. As of September 30, 2008 and December 31, 2007, in accordance with SFAS 123(R), 427,917 and 679,167 shares, respectively, have been excluded from the Company’s condensed consolidated financial statements as the underlying shares of common stock are unvested. As of September 30, 2008 and December 31, 2007, the Company had recorded long-term liabilities of $2.6 million and $4.2 million, respectively, for these options under “Other long-term liabilities” account in the condensed consolidated balance sheets.

8. Comprehensive Loss


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Net loss	$	(20,388	)	$	(20,181	)	$	(58,973	)	$	(49,163	)
Change in foreign currency translation gain (loss), net		(134	)		21			(90	)		27
Change in unrealized (loss) on marketable securities, net		(4	)		—			(21	)		—

Comprehensive loss	$	(20,526	)	$	(20,160	)	$	(59,084	)	$	(49,136	)

9. Net Loss Per Common Share

Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per common share is computed by giving effect to all potentially dilutive common shares, including options and warrants. Basic and diluted net loss per common share were the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive.

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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2008			2007			2008			2007
Net loss	$	(20,388	)	$	(20,181	)	$	(58,973	)	$	(49,163	)

Shares used in computing net loss per common share, basic and diluted		55,433			6,120			53,135			4,098

Net loss per common share, basic and diluted	$	(0.37	)	$	(3.30	)	$	(1.11	)	$	(12.00	)

The following weighted-average outstanding shares subject to convertible preferred stock, options, and warrants were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an antidilutive effect (in thousands):


	Three Months				Nine Months
	Ended				Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2008		2007		2008		2007
Convertible preferred stock (as converted basis)		—		32,549		—		32,547
Options to purchase common stock and shares subject to repurchase		5,822		11,250		5,664		10,957
Warrants (as converted basis)		—		504		—		504

		5,822		44,303		5,664		44,008

10. Income Tax

Income tax expense for the three months ended September 30, 2008 was $256,000 or (1.27)% of pre-tax income, compared to $61,000 or (0.30)% of pre-tax income for the three months ended September 30, 2007. Income tax expense for the nine months ended September 30, 2008 was $556,000 or (0.95)% of pre-tax income, compared to $120,000 or (0.24)% of pre-tax income for the nine months ended September 30, 2007. The effective tax rate for the three and nine months ended September 30, 2008 differs from the U.S. federal statutory rate primarily due to foreign withholding taxes, stock based compensation and other permanent tax adjustments, partially offset with foreign operational rate benefits. The effective tax rate for the three and nine months ended September 30, 2007 differs from the U.S. federal statutory rate primarily due to stock based compensation, partially offset with foreign operational tax benefits.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of the federal securities laws, including statements referencing our expectations relating to operating expenses, including as a percentage of total revenues; the sufficiency of our cash balances and cash flows for the next 24 months; investment and potential investments of cash or stock to acquire or invest in complementary businesses, products, or technologies; the impact of recent changes in accounting standards; and assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “intends,” “plans,” “anticipates,” “estimates,” “potential,” or “continue,” or the negative thereof, or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, these expectations or any of the forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to risks and uncertainties, including but not limited to the factors set forth under Part II, Item 1A. Risk Factors. All forward-looking statements and reasons why results may differ included in this Report are made as of the date hereof, and we assume no obligation to update any such forward-looking statements or reasons why actual results may differ.

The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing elsewhere in this Report.

Overview

SuccessFactors provides on-demand performance and talent management software that enables organizations to optimize the performance of their people to drive business results. Our application suite includes the following modules and capabilities: Performance Management; Goal Management; Compensation Management; Succession Management; Learning and Development; Recruiting Management; Analytics and Reporting; Employee Profile; 360-Degree Review; Employee Survey; and proprietary and third-party content. We deliver our application suite to organizations of all sizes across all industries and geographies. Since we were formed in 2001, our customer base has grown to more than 2,360 customers, across over 60 industries with over 4.0 million end users in over 185 countries using our application suite in 31 languages.

We generate sales primarily through our global direct sales organization and, to a much lesser extent, indirectly through channel partners, with sales through channel partners constituting approximately 7% of revenue for the nine months ended September 30, 2008. For the nine months ended September 30, 2008, we did not have any single customer that accounted for more than 5% of our revenue. Initially, we primarily targeted our sales and marketing efforts at large enterprises, and later, we expanded our sales and marketing efforts to also target small and mid-sized organizations.

Historically, most of our revenue has been from sales of our application suite to organizations located in the United States. For the nine months ended September 30, 2008, 87% of our revenue was generated from customers in the United States. We continue our strategy to invest in and enter new markets. As part of our growth strategy, we expect the percentage of our revenue generated outside of the United States to continue to increase.

We have historically experienced significant seasonality in sales of subscriptions to our application suite, with a higher percentage of our customers renewing or entering into new subscription agreements in the fourth quarter of the year. Also, a significant percentage of our customer agreements within a given quarter are generally entered into during the last month of the quarter. We have derived a substantial majority of our historical revenue from sales of our Performance Management and Goal Management modules, but the percentage of revenue from these modules has decreased over time as customers have purchased additional modules that we have introduced.

Our customer base rose by approximately 220, during the current quarter ended September 30, 2008 to more than 2,360 customers as of September 30, 2008.

We believe the market for performance and talent management is large and underserved. Accordingly, we might incur additional operating expenses, particularly for sales and marketing activities, to pursue this opportunity and in research and

development, to develop new products. We expect operating losses to continue to increase but at lower rates as we intend to continue to aggressively pursue new customers for the foreseeable future.

While we have experienced strong growth in revenues and bookings in recent periods, the overall global economy has experienced a severe downturn, with the United States and many other foreign countries experiencing slow overall growth in the first three quarters of 2008, and slow or receding growth expected in the fourth quarter of 2008. Unstable or declining economic conditions make it difficult for our customers and potential customers to accurately forecast and plan future business activities, and could cause our customers and potential customers to slow or reduce spending on our application suite. Furthermore, during challenging economic times, our customers may face issues gaining timely access to sufficient credit, which could result in their unwillingness to make purchases or an impairment of their ability to make timely payments to us. If that were to occur, we may experience decreased sales and/or be required to increase our allowance for doubtful accounts, and our days sales outstanding would be negatively impacted. We cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, worldwide, in the United States, or in our industry. As a result, it is inherently difficult to predict how the current economic conditions will affect our business. These and other economic factors could have a material adverse effect on our ability to predict future operating results, on demand for our application suite, including new bookings and renewal and upsell rates, and on our financial condition and operating results.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements and the related notes included elsewhere in this Form 10-Q are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. In many instances, we could have reasonably used different accounting estimates, and in other instances changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. On an ongoing basis, we evaluate our estimates and assumptions. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

As discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2007, we consider our estimates of the following accounting policies to be the most critical in understanding the judgments that are involved in preparing our consolidated financial statements:

	•		Revenue Recognition

	•		Accounting for Commission Payments

	•		Accounting for Stock-Based Awards

	•		Sales and Use Taxes

	•		Allowance for Doubtful Accounts

There have been no changes to our critical accounting policies since December 31, 2007.

Results of Operations

The following table presents certain financial data for the three and nine month periods ended September 30, 2008 and 2007 as a percentage of revenue (unaudited):


	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2008			2007			2008			2007
Revenue		100	%		100	%		100	%		100	%
Cost of revenue		34			39			36			39

Gross margin		66			61			64			61

Operating expenses:
Sales and marketing		86			120			89			112
Research and development		22			25			23			26
General and administrative		27			34			28			30

Total operating expenses		135			180			140			167

Loss from operations		(69	)		(118	)		(76	)		(106	)
Interest and other income (expense), net		1			(2	)		2			(5	)

Loss before provision for income taxes		(68	)		(120	)		(74	)		(111	)
Provision for income taxes		(1	)		—			(1	)		—

Net loss		(69	)%		(120	)%		(75	)%		(111	)%

Due to rounding to the nearest percent, totals may not equal the sum of the line items in the table above.

Revenue

The following table presents our revenue for the periods presented (unaudited):


	Three Months Ended September 30,							Nine Months Ended September 30,
	2008		2007		Change			2008		2007		Change
	(Dollars in thousands)
Revenue	$	29,712	$	16,744		77	%	$	78,887	$	44,139		79	%

Revenue for the three months ended September 30, 2008 increased by $13.0 million, or 77%, as compared to the same period in 2007. The year-over-year increase in revenue for the three months ended September 30, 2008 was primarily due to an $8.1 million increase in revenue from existing customers, which includes renewals and subscriptions for additional modules and end users, and a $4.9 million increase in new business, which we define as revenue from new customers. As of September 30, 2008, we had more than 2,360 customers, as compared to approximately 1,400 at September 30, 2007.

Revenue from customers in the United States accounted for $25.5 million, or 86% of revenue in the three months ended September 30, 2008, compared to $14.9 million, or 89% of revenue, in the three months ended September 30, 2007.

Revenue for the nine months ended September 30, 2008 increased by $34.7 million, or 79%, as compared to the same period in 2007. Growth in our revenue for the nine months ended September 30, 2008, was primarily due to a $20.5 million increase in revenue from existing customers and a $14.2 million increase in new business.

Revenue from customers in the United States accounted for $68.3 million, or 87% of revenue in the nine months ended September 30, 2008, compared to $40.3 million, or 91% of revenue, in the nine months ended September 30, 2007.

Cost of Revenue and Gross Margin

The following table presents our revenue, cost of revenue, gross profit and gross margin for the periods presented (unaudited):


	Three Months Ended September 30,									Nine Months Ended September 30,
	2008			2007			Change			2008			2007			Change
	(Dollars in thousands)
Revenue	$	29,712		$	16,744			77	%	$	78,887		$	44,139			79	%
Cost of revenue		10,187			6,476			57	%		28,767			17,213			67	%

Gross profit	$	19,525		$	10,268			89	%	$	50,120		$	26,926			86	%

Gross margin		66	%		61	%					64	%		61	%

Cost of revenue increased by $3.7 million, or 57%, from the three months ended September 30, 2007 to the three months ended September 30, 2008, primarily due to an increase of $2.5 million in employee-related costs due to higher headcount, an increase in allocated overhead costs expense of $0.4 million, an increase in data center costs of $0.3 million and an increase in license royalties and partner referral fees of $0.2 million. In addition depreciation increased by $0.2 million. Gross margin increased from 61% for the three months ended September 30, 2007 to 66% for the three months ended September 30, 2008.

Cost of revenue increased $11.6 million, or 67%, from the nine months ended September 30, 2007 to the nine months ended September 30, 2008, primarily due to an increase of $8.3 million in employee-related costs due to higher headcount, an increase in license royalties and partner referral fees of $0.8 million, an increase in allocated overhead costs expense of $0.8 million, an increase in data center costs of $0.8 million, an increase in travel and entertainment of $0.4 million, to a lesser extent, higher costs across other areas of operations. Gross margin increased from 61% for the nine months ended September 30, 2007 to 64% for the nine months ended September 30, 2008. The increase in gross margin was primarily due to higher revenue, increased renewals period over period, which have lower cost of revenue as a percentage of revenue, more efficient utilization of professional services personnel, and a larger customer base over which to spread fixed costs.

Operating Expenses

Sales and Marketing

The following table presents our sales and marketing expenses for the periods presented (unaudited):


	Three Months Ended September 30,									Nine Months Ended September 30,
	2008			2007			Change			2008			2007			Change
	(Dollars in thousands)
Sales and marketing	$	25,251		$	20,119			26	%	$	70,121		$	49,427			42	%
Percent of revenue		86	%		120	%					89	%		112	%

Sales and marketing expenses increased by $5.1 million, or 26%, from the three months ended September 30, 2007 to the three months ended September 30, 2008, primarily due to increases of $2.5 million in marketing and promotional spending, $1.6 million in employee-related costs, primarily resulting from increased sales and marketing personnel, $1.3 million in sales commission expenses as a result of increased revenues, and $0.3 million in allocated overhead costs. These increases were offset by decrease in outside services spending of $0.6 million.

Sales and marketing expenses increased by $20.7 million, or 42%, from the nine months ended September 30, 2007 to the nine months ended September 30, 2008, primarily due to increases of $9.7 million in employee-related costs, primarily resulting from increased sales and marketing personnel, $5.2 million in commissions, $4.5 million in marketing spend to generate new business, $1.1 million in allocated overhead costs, $0.7 million in travel and entertainment spending. These increases were offset by decrease in outside services spending of $0.5 million. Sales and marketing expenses could continue to increase in the fourth quarter of 2008 as compared to our third quarter.

Research and Development

The following table presents our research and development expenses for the periods presented (unaudited):


	Three Months Ended September 30,									Nine Months Ended September 30,
	2008			2007			Change			2008			2007			Change
	(Dollars in thousands)
Research and development	$	6,516		$	4,192			55	%	$	17,975		$	11,413			57	%
Percent of revenue		22	%		25	%					23	%		26	%

Research and development expenses increased by $2.3 million, or 55%, from the three months ended September 30, 2007 to the three months ended September 30, 2008, primarily due to an increase of $1.6 million in employee-related costs as we increased our research and development headcount to support our growth, a $0.4 million increase in outside services and $0.3 million increase in allocated overhead costs expense.

Research and development expenses increased by $6.6 million, or 57%, from the nine months ended September 30, 2007 to the nine months ended September 30, 2008, primarily due to an increase of $5.1 million in employee-related costs as we increased our research and development headcount to support our growth, a $1.0 million increase in outside services and $0.5 million increase in allocated overhead costs. We plan to invest in research and development at comparable rates through the balance of 2008 and could therefore increase in absolute dollars in the fourth quarter of 2008 as compared to our third quarter.

General and Administrative

The following table presents our general and administrative expenses for the periods presented (unaudited):


	Three Months Ended September 30,									Nine Months Ended September 30,
	2008			2007			Change			2008			2007			Change
	(Dollars in thousands)
General and administrative	$	8,146		$	5,759			41	%	$	22,066		$	13,063			69	%
Percent of revenue		27	%		34	%					28	%		30	%

General and administrative expenses increased by $2.4 million, or 41%, from the three months ended September 30, 2007 to the three months ended September 30, 2008, primarily due to an increase of $1.7 million in professional and outside services and $0.6 million in employee-related costs due to increased headcount. The increase in professional and outside services is primarily related to litigation costs we have been incurring in relation to lawsuits with two competitors. In addition sales and use tax increased $0.4 million. These increases were offset by decrease in allocated overhead costs.

General and administrative expenses increased $9.0 million, or 69%, from the nine months ended September 30, 2007 to the nine months ended September 30, 2008, primarily due to an increase of $4.6 million in employee-related costs due to increased headcount an increase of $3.2 million in professional and outside service costs. In addition, sales and use tax increased by $0.6 million and depreciation increased by $0.6 million. The increase in professional and outside services is primarily related to litigation costs we have been incurring in relation to lawsuits with two competitors.

Interest Income (Expense)

The following table presents our interest and other income (expense) expenses for the periods presented (unaudited):


	Three Months Ended September 30,									Nine Months Ended September 30,
	2008			2007			Change			2008			2007			Change
	(Dollars in thousands)
Interest income	$	555		$	131			323	%	$	1,911		$	580			229	%
Interest expense		79			(470	)		(117	)		117			(1,359	)		(109	)
Other income (expense)		(378	)		21			(1,848	)		(403	)		(1,287	)		(69	)
Percent of revenue		1	%		(2	)%					2	%		(2	)%

Interest income increased by $0.4 million due to higher cash balances in the three months ended September 30, 2008 as compared to the same period in 2007. Interest expense decreased by $0.6 million from the three months ended September 30, 2007 to the three months ended September 30, 2008. The decrease in interest expense was primarily a result of a repayment of line of credit in November 2007 for which $20.0 million was outstanding during the three months ended September 30, 2007. The other income (expense) in the three months ended September 30, 2008 was primarily related to unrealized and realized losses on foreign accounts receivable balances.

Interest income increased by $1.3 million and interest expense decreased by $1.5 million from the nine months ended September 30, 2007 to the nine months ended September 30, 2008. The increase in interest income was primarily due to higher cash balances in the nine months ended September 30, 2008 as compared to the same period in 2007. The decrease in interest expense was primarily due to interest accrued on long-term debt and amortization expense related to a warrant issued to a lender in connection with a loan and security agreement entered into in June 2006 that was repaid in November 2007. The decrease in other income (expense), net was due to absence of fair value expense of convertible preferred stock warrant that was outstanding

in fiscal 2007. The other income (expense) in the nine months ended September 30, 2008 was primarily related to unrealized and realized losses on foreign accounts receivable balances.

Provision for Income Taxes

We account for income taxes using the liability method, which requires the recognition of deferred tax assets or liabilities for the tax-effected temporary differences between the financial reporting and tax bases of our assets and liabilities, and for net operating loss and tax credit carryforwards.

Further, compliance with income tax regulations requires us to make decisions relating to the transfer pricing of revenue and expenses between each of its legal entities that are located in several countries. Our determinations include many decisions based on our knowledge of the underlying assets of the business, the legal ownership of these assets, and the ultimate transactions conducted with customers and other third parties. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in multiple tax jurisdictions. We may be periodically reviewed by domestic and foreign tax authorities regarding the amount of taxes due. These reviews may include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, we record estimated reserves when it is not probable that an uncertain tax position will be sustained upon examination by a taxing authority. These estimates are subject to change.

Liquidity and Capital Resources

To date, substantially all of our operations have been financed through the sale of equity securities, including net cash proceeds in connection with our initial public offering of common stock completed in the fourth quarter of 2007 of approximately $104.6 million, after deducting underwriting discounts and commissions and offering costs. In June 2008, we completed a public offering of 8,828,691 shares of our common stock, of which, 2,500,000 shares were sold by us and 6,328,691 shares were offered by certain selling stockholders. We raised approximately $27.4 million in net proceeds after deducting underwriting discounts and commissions of $1.5 million and other offering expenses of approximately $0.6 million.

The following table sets forth a summary of our cash flows for the periods indicated (in thousands):


	Nine Months Ended September 30,
	2008			2007
	(Unaudited)
Net cash used in operating activities	$	(12,640	)	$	(16,213	)
Net cash used in investing activities		(56,282	)		(4,932	)
Net cash provided by financing activities		28,230			10,504

Net Cash Used in Operating Activities

Our cash flows from operating activities are significantly influenced by the amount of cash we invest in personnel and infrastructure to support the anticipated future growth of our business, increases in the number of customers using our subscription services and the amount and timing of customer payments. Cash used in operating activities has historically resulted from losses from operations, changes in working capital accounts, offset by the add back of non-cash expense items such as depreciation, amortization and expense associated with stock-based compensation awards.

Cash used in operating activities in the nine months ended September 30, 2008 of $12.6 million was primarily from a net loss of $59.0 million due primarily to the significant investments we have made to grow our business, offset by $13.5 million of non-cash depreciation, amortization and stock-based compensation expenses. We also used $5.0 million of cash in operations resulting from an increase in deferred commissions, a $1.9 million increase in prepaid expenses and other assets. Cash used in operations was offset primarily by a $35.0 million increase in deferred revenue as a result of amounts billed to customers in advance of when we recognize revenue, an increase in accrued compensation and other accrued expense of $2.4 million, a decrease in accounts receivable of $1.5 million, and an increase in accounts payable of $0.8 million.

Net Cash Used in Investing Activities

Historically, our primary investing activities have consisted of capital expenditures associated with our computer equipment, furniture and fixtures and our data center in support of expanding our infrastructure and work force as well as restricted cash amounts related to leased space and credit cards. During the nine months ended September 30, 2008, we also had purchases as well as sales and maturities of available-for-sale securities.

Cash used in investing activities in the nine months ended September 30, 2008 of $56.3 million primarily resulted from $75.0 million of purchases of available-for-sale securities, $4.3 million in capital expenditures related to purchases of additional equipment and leasehold improvements for our expanding infrastructure and work force and $0.5 million in restricted cash, offset by $23.5 million of the maturity and sales of available-for-sale securities.

Net Cash Provided by Financing Activities

Cash provided by financing activities in the nine months ended September 30, 2008 was $28.2 million primarily due to net proceeds from our public offering of $27.4 million and proceeds from the exercise of stock options of $1.3 million offset by payments of $0.5 million related to offering costs from our initial public offering paid during the period.

Capital Resources

We believe our existing cash, cash equivalents and marketable securities and currently available resources will be sufficient to meet our working capital and capital expenditure needs over the next 24 months. Our future capital requirements will depend on many factors, including our rate of revenue and bookings growth, the level of our sales and marketing activities, the timing and extent of spending to support product development efforts and expansion into new territories, the timing of introductions of new services and enhancements to existing services, the timing of general and administrative expenses as we grow our administrative infrastructure, and the continuing market acceptance of our application suite. Our capital expenditures in 2008 are expected to grow in line with business activities. To the extent that existing cash and cash from operations are not sufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. Although we are currently not a party to any agreement or letter of intent with respect to potential investments in, or acquisitions of, complementary businesses, services or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us or at all.

Off-Balance Sheet Arrangements

We do not have any special purpose entities and, other than operating leases for office space and computer equipment, we do not engage in off-balance sheet financing arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

As we expand internationally our results of operations and cash flows will become increasingly subject to fluctuations due to changes in foreign currency exchange rates. Our revenue is generally denominated in the local currency of the contracting party. The substantial majority of our revenue has been denominated in U.S. dollars. Our expenses are generally denominated in the currencies in which our operations are located. Our expenses are incurred primarily in the United States, with a small portion of expenses incurred where our other international sales and operations offices are located. Our results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates. Fluctuations in currency exchange rates could harm our business in the future. The effect of an immediate 10% adverse change in exchange rates on foreign denominated receivables as of September 30, 2008 would not be material. To date, we have not entered into any foreign currency hedging contracts although we may do so in the future.

Interest Rate Sensitivity

We had cash and cash equivalents of $41.5 million and marketable securities of $60.1 million as of September 30, 2008. These amounts were held primarily in cash, money market funds, commercial paper or government bills, notes and bonds and corporate notes, which are short-term in nature. Cash, cash equivalents and marketable securities are held for working capital purposes and restricted cash amounts are held as security against credit card deposits and various lease obligations. Due to the short-term nature of these investments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, will reduce future investment income. If overall interest rates had changed by 5% in the nine months ended September 30, 2008, our interest income would not have been materially affected.

Fair Value of Financial Instruments

We do not have material exposure to market risk with respect to investments, as our investments consist primarily of highly liquid investments that approximate their fair values due to their short period of time to maturity. We do not have any cash invested in auction rate securities, collateralized debt obligations, structured investment vehicles or mortgage-backed securities. We do not use derivative financial instruments for speculative or trading purposes, however, this does not preclude our adoption of specific hedging strategies in the future.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

At the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required.

(b) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

On March 11, 2008, the Company filed suit against Softscape, Inc. in the United States District Court of the Northern District of California for false advertising, trademark infringement, computer fraud and abuse, defamation, trade libel, intentional interference with prospective economic relations, and unfair competition. The Company also moved for a temporary restraining order. On March 13, 2008, the court granted the Company a temporary restraining order. On March 28, 2008, the court granted the Company a preliminary injunction. Softscape has admitted it created the presentation at issue. On June 5, 2008, Softscape filed suit against the Company in Middlesex Superior Court of Massachusetts for alleged misappropriation of trade secrets, tortious interference with contractual relations, and unfair competition. On August 27, 2008, this case was dismissed on inconvenient forum grounds. On October 7, 2008, Softscape filed counterclaims in the California action for alleged tortious interference with contractual relations, false and misleading statements under the Lanham Act, false and misleading statements under California law, and unfair competition. These actions are in the discovery stage and remain pending. We believe that we do not have any material exposure in these matters; however, the costs of litigation, regardless of outcome, can be material.

In the ordinary course of our business, we are also party to other litigation. However, we do not believe these matters, individually or in the aggregate, will have a material adverse effect on our business.

Item 1A. Risk Factors

A restated description of the risk factors associated with our business is set forth below. This description includes any material changes to and supersedes the description of the risk factors included in our Annual Report on Form 10-K, as amended on June 3, 2008, by Form 10-K/A for the year ended December 31, 2007. The risks and uncertainties described below are not the only ones facing us. Other events that we do not currently anticipate or that we currently deem immaterial also may affect our results of operations and financial condition.

We have a history of losses, we expect to continue to incur losses and we may not achieve or sustain profitability in the future.

We have incurred significant losses in each fiscal period since our inception in 2001. At September 30, 2008, we had an accumulated deficit of $200.0 million. The losses and accumulated deficit were due to the substantial investments we made to grow our business and acquire customers. We expect our operating expenses to be significant in the future due to our investment in sales and marketing expenses, research and development expenses, operations costs and therefore we expect our losses to continue for the foreseeable future. Furthermore, to the extent we are successful in increasing our customer base, we will also incur increased losses because costs associated with generating customer agreements are generally incurred up front, while revenue is generally recognized ratably over the term of the agreement. You should not consider our recent revenue growth as indicative of our future performance. Accordingly, we cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will sustain profitability.

Current uncertainty in global economic conditions makes it particularly difficult to predict demand and other related matters and makes it more likely that our actual results could differ materially from expectations.

Our operations and performance depend on worldwide economic conditions, which have recently deteriorated significantly in the United States and other countries, and may remain depressed for the foreseeable future. These conditions make it difficult for our customers and potential customers to accurately forecast and plan future business activities, and could cause our customers and potential customers to slow or reduce spending on our application suite. Furthermore, during challenging economic times, our customers may face issues gaining timely access to sufficient credit, which could result in their unwillingness to make purchases or an impairment of their ability to make timely payments to us. If that were to occur, we may experienced decreased sales, be required to increase our allowance for doubtful accounts and our days sales outstanding would be negatively impacted. We cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, worldwide, in the United States, or in our industry. These and other economic factors could have a material adverse effect on demand for our application suite, including new bookings and renewal and upsell rates, on our ability to predict future operating results, and on our financial condition and operating results.

Our independent registered public accounting firm identified numerous material audit adjustments in prior years, all of which we subsequently recorded, and noted certain material weaknesses in our internal control over financial reporting. Failure to achieve and maintain effective internal control over financial reporting could result in our failure to accurately report our financial results.

During the audit of our consolidated financial statements for the three-year period ended December 31, 2005, our independent registered public accounting firm noted in its report to our audit committee that we had several material weaknesses in our internal controls over financial reporting. In addition to these material weaknesses, our independent registered public accounting firm also commented on our lack of accounting policies and process narratives and our lack of segregation of duties.

In connection with the audit of our consolidated financial statements for the year ended December 31, 2006, our independent registered public accounting firm noted a material weakness in its report to our audit committee relating to an insufficient number of permanent and adequately-experienced accounting staff. In addition to this material weakness, our independent registered public accounting firm noted two significant deficiencies in our internal control over financial reporting related to our lack of certain formal accounting policies and process narratives and our lack of segregation of duties. This material weakness resulted in a number of audit adjustments to our consolidated financial statements for 2006 that were noted during the course of the audit.

We have now substantively completed a remediation plan which addressed the matters identified through the fiscal 2006 audit. Specifically, we have hired additional accounting and finance personnel, increased the review process in areas that had previously resulted in audit adjustments and formalized our policies and procedures in critical accounting areas. Management has completed an evaluation of the effectiveness of the additional controls and has concluded that the material weaknesses described above had been remedied as of December 31, 2007 and no longer existed as of that date. Despite the remediation of these prior material weaknesses and significant deficiencies, we could in future periods, including the current year, identify additional material weaknesses or significant deficiencies, which adversely impact our financial statements. If we experience additional material weaknesses, these could result in material audit adjustments, or cause investors to lose confidence in our ability to operate our business, any of which could negatively impact our stock price.

The rules of the Securities and Exchange Commission, or SEC, require that, as a publicly-traded company, we file periodic reports containing our financial statements within a specified time following the completion of quarterly and annual periods. Commencing with our fiscal year ending December 31, 2008, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. Prior to our initial public offering, we have never been required to test our internal controls within a specified period, and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner, particularly if a material weakness is identified. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to potential delisting by the NASDAQ Stock Market and review by the NASDAQ Stock Market, the SEC, or other regulatory authorities, which would require additional financial and management resources.

Because we recognize revenue from our customers over the term of their agreements, downturns or upturns in sales may not be immediately reflected in our operating results.

We recognize revenue over the terms of our customer agreements, which typically range from one to three years, with some up to five years. As a result, most of our quarterly revenue results from agreements entered into during previous quarters. Consequently, a shortfall in demand for our application suite in any quarter may not adversely affect our revenue for that quarter, but will negatively affect revenue in future quarters. In particular, if such a shortfall were to occur in our fourth quarter, it may be more difficult for us to increase our customer sales to recover from such a shortfall as we have historically entered into a significant portion of our customer agreements during the fourth quarter. In addition, we may be unable to adjust our cost structure to reflect this potential reduction in revenue. Accordingly, the effect of significant downturns in sales of our application suite may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term.

Because we recognize revenue from our customers over the term of their agreements but incur most costs associated with generating customer agreements upfront, rapid growth in our customer base will result in increased losses.

Because the expenses associated with generating customer agreements are generally incurred up front, but the resulting revenue is recognized over the life of the customer agreement, increased growth in the number of customers will result in our recognition of more costs than revenue in the earlier periods of the terms of our agreements even though the customer is expected to be profitable for us over the term of the agreement.

Our business depends substantially on customers renewing their agreements and purchasing additional modules or users from us. Any decline in our customer renewals would harm our future operating results.

In order for us to improve our operating results, it is important that our customers renew their agreements with us when the initial contract term expires and also purchase additional modules or additional users. Our customers have no obligation to renew their subscriptions after the initial subscription period, and we cannot assure you that customers will renew subscriptions at the same or higher level of service, if at all. Although our renewal rates have been high historically, some of our customers have elected not to renew their agreements with us. Moreover, under some circumstances, some of our customers have the right to

cancel their agreements prior to the expiration of the term. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their satisfaction or dissatisfaction with our application suite, pricing, the prices of competing products or services, mergers and acquisitions affecting our customer base, the effects of economic downturns and global economic conditions, or reductions in our customers’ spending levels. If our customers do not renew their subscriptions, renew on less favorable terms or fail to purchase additional modules or users, our revenue may decline, and we may not realize significantly improved operating results from our customer base.

We have limited experience with respect to our pricing model. If the prices we charge for our application suite are unacceptable to our customers, our revenue and operating results may be harmed.

We have limited experience with respect to determining the appropriate prices for our application suite. As the market for our solution matures, or as new competitors introduce new products or services that compete with ours, we may be unable to renew our agreements with existing customers or attract new customers at the same price or based on the same pricing model as we have used historically. In addition, we have only recently commercially introduced certain of our modules. As a result, in the future it is possible that competitive dynamics in our market may require us to change our pricing model or reduce our prices, which could have a material adverse effect on our revenue, gross margin and other operating results.

We have experienced rapid growth in recent periods. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or adequately address competitive challenges.

We have recently experienced a period of rapid growth in our headcount and operations. For example, we grew from 188 employees at December 31, 2005 to 768 employees at September 30, 2008. We have also increased the size of our customer base from 341 customers at December 31, 2005 to over 2,360 customers at September 30, 2008. We anticipate that we will further expand our operations. This growth has placed, and future growth will place, a significant strain on our management, administrative, operational and financial infrastructure. Our success will depend in part on our ability to manage this growth effectively. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. Failure to effectively manage growth could result in difficulty in implementing customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations.

Failure to adequately expand and ramp our direct sales force and develop and expand our indirect sales channel will impede our growth.

We will need to continue to expand our sales and marketing infrastructure in order to grow our customer base and our business. We plan to continue to expand and ramp our direct sales force and engage additional third-party channel partners, both domestically and internationally. Identifying and recruiting these people and entities and training them in the use of our application suite require significant time, expense and attention. This expansion will require us to invest significant financial and other resources. We typically have no long-term agreements or minimum purchase commitments with any of our channel partners, and our agreements with these channel partners do not prohibit them from offering products or services that compete with ours. Our business will be seriously harmed if our efforts to expand our direct and indirect sales channels do not generate a corresponding significant increase in revenue. In particular, if we are unable to hire, develop and retain talented sales personnel or if our new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, whether due to the global economic slowdown or for other reasons, we may not be able to significantly increase our revenue and grow our business.

If our security measures are breached or unauthorized access to customer data is otherwise obtained, our application suite may be perceived as not being secure, customers may curtail or stop using our application suite, and we may incur significant liabilities.

Our operations involve the storage and transmission of our customers’ confidential information, and security breaches could expose us to a risk of loss of this information, litigation, indemnity obligations and other liability. If our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to our customers’ data, including personally identifiable information regarding users, our reputation will be

damaged, our business may suffer and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose potential sales and existing customers.

Because our application suite collects, stores and reports personal information of job applicants and employees, privacy concerns could result in liability to us or inhibit sales of our application suite.

Many federal, state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations regarding the collection, use and disclosure of personal information. Because many of the features of our application suite collect, store and report on personal information, any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy laws, regulations and policies, could result in liability to us, damage our reputation, inhibit sales and harm our business.

Furthermore, the costs of compliance with, and other burdens imposed by, such laws, regulations and policies that are applicable to the businesses of our customers may limit the use and adoption of our application suite and reduce overall demand for it. Privacy concerns, whether or not valid, may inhibit market adoption of our application suite in certain industries.

The market for our application suite depends on widespread adoption of strategic HR software.

Widespread adoption of our solution depends on the widespread adoption of strategic HR software by organizations. Because we believe that most organizations have not adopted strategic HR functions, it is uncertain whether they will purchase software or on-demand applications for this function. Accordingly, we cannot assure you that an on-demand model for strategic HR software will achieve and sustain the high level of market acceptance that is critical for the success of our business.

We have derived a substantial majority of our subscription revenue from sales of our performance management and goal management modules. If these modules are not widely accepted by new customers, our operating results will be harmed.

We have derived a substantial majority of our historical revenue from sales of our Performance Management and Goal Management modules. If these modules do not remain competitive, or if we experience pricing pressure or reduced demand for these modules, our future revenue could be negatively affected, which would harm our future operating results.

The market for on-demand applications is at an early stage of development, and if it does not develop or develops more slowly than we expect, our business will be harmed.

The market for on-demand applications is at an early stage of development, and these applications may not achieve and sustain high levels of demand and market acceptance. Our success will depend on the willingness of organizations to increase their use of on-demand applications. Many companies have invested substantial personnel and financial resources to integrate traditional enterprise software into their businesses, and therefore may be reluctant or unwilling to migrate to on-demand applications. We have encountered customers in the past that have been unwilling to subscribe to our application suite because they could not install it on their premises. Other factors that may affect the market acceptance of on-demand applications include:

	•		perceived security capabilities and reliability;

	•		perceived concerns about ability to scale operations for large enterprise customers;

	•		concerns with entrusting a third party to store and manage critical employee data; and

	•		the level of configurability of on-demand applications.

If organizations do not perceive the benefits of on-demand applications, then the market for these applications may not develop further, or it may develop more slowly than we expect, either of which would adversely affect our business.

The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.

The market for human resources applications is fragmented, rapidly evolving and highly competitive, with relatively low barriers to entry in some segments. Many of our competitors and potential competitors are larger and have greater name recognition, much longer operating histories, larger marketing budgets and significantly greater resources than we do, and with the introduction of new technologies and market entrants, we expect competition to intensify in the future. If we fail to compete effectively, our business will be harmed. Some of our principal competitors offer their products or services at a lower price, which has resulted in pricing pressures. If we are unable to achieve our target pricing levels, our operating results would be negatively impacted. In addition, pricing pressures and increased competition generally could result in reduced sales, reduced margins, losses or the failure of our application suite to achieve or maintain more widespread market acceptance, any of which could harm our business.

We face competition from paper-based processes and desktop software tools. We also face competition from custom-built software that is designed to support the needs of a single organization, and from third-party human resources application providers. These software vendors include, without limitation, Authoria, Inc., Cornerstone OnDemand, Inc., Halogen Software Inc., Kenexa Corporation, Oracle Corporation, Plateau Systems, Ltd., Salary.com, Inc., SAP AG, Softscape, Inc., StepStone Solutions GmbH, SumTotal Systems Inc., and Taleo Corporation.

Many of our competitors are able to devote greater resources to the development, promotion and sale of their products and services. In addition, many of our competitors have established marketing relationships, access to larger customer bases and major distribution agreements with consultants, system integrators and resellers. Moreover, many software vendors could bundle human resources products or offer them at a low price as part of a larger product sale. In addition, some competitors may offer software that addresses one or a limited number of strategic human resource functions at lower prices or with greater depth than our application suite. As a result, our competitors might be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. Further, some potential customers, particularly large enterprises, may elect to develop their own internal solutions. For all of these reasons, we may not be able to compete successfully against our current and future competitors.

Our quarterly results can fluctuate and, if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.

Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control. If our quarterly financial results fall below the expectations of investors or any securities analysts who follow our stock, the price of our common stock could decline substantially. Fluctuations in our quarterly financial results may be caused by a number of factors, including, but not limited to, those listed below:

	•		our ability to attract new customers;

	•		customer renewal rates;

	•		the extent to which customers increase or decrease the number of modules or users upon any renewal of their agreements;

	•		the level of new customers as compared to renewal customers in a particular period;

	•		the addition or loss of large customers, including through acquisitions or consolidations;

	•		the mix of customers between small, mid-sized and enterprise customers;

	•		changes in our pricing policies or those of our competitors;

	•		seasonal variations in the demand for our application suite, which has historically been highest in the fourth quarter of a year;

	•		the amount and timing of operating expenses, particularly sales and marketing, related to the maintenance and expansion of our business, operations and infrastructure;

	•		the timing and success of new product and service introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;

	•		network outages or security breaches;

	•		the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; and

	•		general economic, industry and market conditions.

We believe that our quarterly results of operations, including the levels of our revenue and changes in deferred revenue, may vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful. You should not rely on the results of any one quarter as an indication of future performance.

The market for our application suite among large customers may be limited if they require customized features or functions that we do not intend to provide.

Prospective customers, especially large enterprise customers, may require customized features and functions unique to their business processes. If prospective customers require customized features or functions that we do not offer, then the market for our application suite will be more limited among these types of customers and our business could suffer.

We depend on our management team, particularly our Chief Executive Officer and our development personnel, and the loss of one or more key employees or groups could harm our business and prevent us from implementing our business plan in a timely manner.

Our success depends largely upon the continued services of our executive officers, particularly our Chief Executive Officer, and other key employees, including key development personnel. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. We are also substantially dependent on the continued service of our existing development personnel because of the complexity of our application suite and technologies.

We do not have employment agreements with any of our personnel that require these personnel to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time. We do not maintain key person life insurance policies on any of our employees. The loss of one or more of our key employees or groups could seriously harm our business.

If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.

We believe that a critical contributor to our success has been our corporate culture, which we believe fosters innovation, teamwork, passion for customers and focus on execution. As we grow and change, we may find it difficult to maintain these important aspects of our corporate culture. Any failure to preserve our culture could also negatively affect our ability to retain and recruit personnel, and otherwise adversely affect our future success.

Our growth depends in part on the success of our strategic relationships with third parties.

We anticipate that we will continue to depend on various third-party relationships in order to grow our business. In addition to growing our indirect sales channels, we intend to pursue additional relationships with other third parties, such as technology

and content providers and implementation partners. Identifying partners, negotiating and documenting relationships with them require significant time and resources as does integrating third-party content and technology. Our agreements with technology and content providers are typically non-exclusive and do not prohibit them from working with our competitors or from offering competing services. Our competitors may be effective in providing incentives to third parties to favor their products or services or to prevent or reduce subscriptions to our application suite.

If we are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results would suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our application suite or revenue.

We rely on a small number of third-party service providers to host and deliver our application suite, and any interruptions or delays in services from these third parties could impair the delivery of our application suite and harm our business.

We currently host our application suite from four data centers — two located in the United States and two in Europe. We do not control the operation of any of these facilities. These facilities are vulnerable to damage or interruption from natural disasters, fires, power loss, telecommunications failures and similar events. They are also subject to break-ins, computer viruses, sabotage, intentional acts of vandalism and other misconduct. The occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems could result in lengthy interruptions, which would have a serious adverse impact on our business. Additionally, our data center agreements are of limited duration and are subject to early termination rights in certain circumstances, and the providers of our data centers have no obligation to renew their agreements with us on commercially reasonable terms, or at all.

We also depend on access to the Internet through third-party bandwidth providers to operate our business. If we lose the services of one or more of our bandwidth providers for any reason, we could experience disruption in delivering our application suite or we could be required to retain the services of a replacement bandwidth provider.

Our operations also rely heavily on the availability of electricity, which also comes from third-party providers. If we or the third-party data center facilities that we use to deliver our services were to experience a major power outage or if the cost of electricity were to increase significantly, our operations could be harmed. If we or our third-party data centers were to experience a major power outage, we would have to rely on back-up generators, which might not work properly or might not provide an adequate supply during a major power outage. Such a power outage could result in a disruption of our business.

If our application suite becomes unavailable or otherwise fails to perform properly, our reputation will be harmed, our market share would decline and we could be subject to liability claims.

The software used in our application suite is inherently complex and may contain material defects or errors. Any defects in product functionality or that cause interruptions in the availability of our application suite could result in:

	•		lost or delayed market acceptance and sales;

	•		breach of warranty claims;

	•		sales credits or refunds to our customers;

	•		loss of customers;

	•		diversion of development and customer service resources; and

	•		injury to our reputation.

The costs incurred in correcting any material defects or errors might be substantial and could adversely affect our operating results.

Because of the large amount of data that we collect and manage, it is possible that hardware failures or errors in our systems could result in data loss or corruption, or cause the information that we collect to be incomplete or contain inaccuracies that our customers regard as significant. Furthermore, the availability of our application suite could be interrupted by a number of factors, including customers’ inability to access the Internet, the failure of our network or software systems due to human or other error, security breaches or variability in user traffic for our application suite. We may be required to issue credits or refunds or indemnify or otherwise be liable to our customers for damages they may incur resulting from certain of these events. In addition to potential liability, if we experience interruptions in the availability of our application suite, our reputation could be harmed and we could lose customers.

Our errors and omissions insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our policy may not cover any claim against us for loss of data or other indirect or consequential damages and defending a suit, regardless of its merit, could be costly and divert management’s attention.

We rely on third-party computer hardware and software that may be difficult to replace or which could cause errors or failures of our service.

We rely on computer hardware, purchased or leased, and software licensed from third parties in order to deliver our application suite. This hardware and software may not continue to be available on commercially reasonable terms, or at all. Any loss of the right to use any of this hardware or software could result in delays in our ability to provide our application suite until equivalent technology is either developed by us or, if available, identified, obtained and integrated, which could harm our business. In addition, errors or defects in third-party hardware or software used in our application suite could result in errors or a failure of our application suite, which could harm our business.

If we are not able to develop enhancements and new features that achieve market acceptance or that keep pace with technological developments, our business will be harmed.

Our ability to attract new customers and increase revenue from existing customers will depend in large part on our ability to enhance and improve our existing application suite and to introduce new features. The success of any enhancement or new product depends on several factors, including timely completion, introduction and market acceptance. Any new feature or module that we develop or acquire may not be introduced in a timely or cost-effective manner and may not achieve the broad market acceptance necessary to generate significant revenue. If we are unable to successfully develop or acquire new features or modules or to enhance our existing application suite to meet customer requirements, our business and operating results will be adversely affected.

Because we designed our application suite to operate on a variety of network, hardware and software platforms using standard Internet tools and protocols, we will need to continuously modify and enhance our application suite to keep pace with changes in Internet-related hardware, software, communication, browser and database technologies. If we are unable to respond in a timely manner to these rapid technological developments in a cost-effective manner, our application suite may become less marketable and less competitive or obsolete and our operating results may be negatively impacted.

If we fail to develop widespread brand awareness cost-effectively, our business may suffer.

We believe that developing and maintaining widespread awareness of our brand in a cost-effective manner is critical to achieving widespread acceptance of our application suite and attracting new customers. Brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses, we may fail to attract or retain customers necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our application suite.

Because our long-term success depends, in part, on our ability to expand the sales of our application suite to customers located outside of the United States, our business will be susceptible to risks associated with international operations.

A key element of our growth strategy is to expand our international operations and develop a worldwide customer base. To date, we have not realized a material portion of our revenue from customers outside the United States. Operating in international

markets requires significant resources and management attention and will subject us to regulatory, economic and political risks that are different from those in the United States. Because of our limited experience with international operations, we cannot assure you that our international expansion efforts will be successful. In addition, we will face risks in doing business internationally that could adversely affect our business, including:

	•		our ability to comply with differing technical and certification requirements outside the United States;

	•		difficulties and costs associated with staffing and managing foreign operations;

	•		greater difficulty collecting accounts receivable and longer payment cycles;

	•		unexpected changes in regulatory requirements;

	•		the need to adapt our application suite for specific countries;

	•		difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions;

	•		tariffs, export controls and other non-tariff barriers such as quotas and local content rules;

	•		more limited protection for intellectual property rights in some countries;

	•		adverse tax consequences;

	•		fluctuations in currency exchange rates;

	•		restrictions on the transfer of funds; and

	•		new and different sources of competition.

Our failure to manage any of these risks successfully could harm our existing and future international operations and seriously impair our overall business.

Because competition for our target employees is intense, we may not be able to attract and retain the quality employees we need to support our planned growth.

Our future success will depend, to a significant extent, on our ability to attract and retain high quality personnel. Competition for qualified management, technical and other personnel is intense, and we may not be successful in attracting and retaining such personnel. If we fail to attract and retain qualified employees, our ability to grow our business could be harmed.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part upon our intellectual property. We primarily rely on patent, copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate. We currently have only one issued patent.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation, such as our current litigation against Softscape, brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our failure to secure, protect and enforce our intellectual property rights could seriously harm our brand and adversely impact our business.

We may be sued by third parties for alleged infringement of their proprietary rights.

There is considerable patent and other intellectual property development activity in our industry. Our success depends upon our not infringing upon the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our industry. From time to time, third parties may claim that we are infringing upon their intellectual property rights, and we may be found to be infringing upon such rights. In the future, we may receive claims that our application suite and underlying technology infringe or violate the claimant’s intellectual property rights. However, we may be unaware of the intellectual property rights of others that may cover some or all of our technology or application suite. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or business partners in connection with any such litigation and to obtain licenses, modify products, or refund fees, which could further exhaust our resources. In addition, we may pay substantial settlement costs which could include royalty payments in connection with any such litigation and to obtain licenses, modify products, or refund fees, which could further exhaust our resources. In addition, we may pay substantial settlement costs which could include royalty payments in connection with any claim or litigation, whether or not successfully asserted against us. Even if we were to prevail, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

Our use of open source and third-party technology could impose limitations on our ability to commercialize our application suite.

We use open source software in our application suite. Although we monitor our use of open source software closely, the terms of many open source licenses have not been interpreted by United States courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our application suite. In such event, we could be required to seek licenses from third parties in order to continue offering our application suite, to re-engineer our technology or to discontinue offering our application suite in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect our business, operating results and financial condition. We also incorporate certain third-party technologies into our application suite and may desire to incorporate additional third-party technologies in the future. Licenses to new third-party technology may not be available to us on commercially reasonable terms, or at all.

Changes in laws and/or regulations related to the Internet or changes in the Internet infrastructure itself may cause our business to suffer.

The future success of our business depends upon the continued use of the Internet as a primary medium for commerce, communication and business applications. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting data privacy and the use of the Internet as a commercial medium. In addition, government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the Internet. These laws or charges could limit the growth of Internet-related commerce or communications generally, result in a decline in the use of the Internet and the viability of Internet-based applications such as ours and reduce the demand for our application suite.

The Internet has experienced, and is expected to continue to experience, significant user and traffic growth, which has, at times, caused user frustration with slow access and download times. If the Internet infrastructure is unable to support the demands placed on it, or if hosting capacity becomes scarce, our business growth may be adversely affected. If we fail to meet service level commitments, customers may be entitled to credits, refunds to the extent of cash paid for future services, or termination.

We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.

We may in the future seek to acquire or invest in businesses, products or technologies that we believe could complement or expand our application suite, enhance our technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.

In addition, we do not have any experience in acquiring other businesses. If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including:

	•		unanticipated costs or liabilities associated with the acquisition;

	•		incurrence of acquisition-related costs;

	•		diversion of management’s attention from other business concerns;

	•		harm to our existing business relationships with business partners and customers as a result of the acquisition;

	•		the potential loss of key employees;

	•		use of resources that are needed in other parts of our business; and

	•		use of substantial portions of our available cash to consummate the acquisition.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could harm our results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial condition may suffer.

We might require additional capital to support business growth, and this capital might not be available on acceptable terms, or at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to expand sales and marketing activities, develop new features and modules to enhance our existing application suite, to enhance our operating infrastructure and to acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which might make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Since late 2007, the global markets have experienced and are currently experiencing extreme turbulence. As a result, most companies have found it difficult or impossible to raise funds on acceptable terms. We can provide no assurance that sufficient financing will be available for necessary or desirable infrastructure expenditures or acquisitions and, accordingly, our ability to continue to support our business growth and to respond to business challenges could be significantly limited.

Our business is subject to changing regulations regarding corporate governance and public disclosure that will increase both our costs and the risk of noncompliance.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act, and rules subsequently implemented by the SEC and The NASDAQ Stock Market, have imposed a variety of new requirements and restrictions on public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these new

compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

The increased costs associated with operating as a public company will increase our net losses, and may cause us to reduce costs in other areas of our business or increase the prices of our application suite to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported results of operations.

A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.

If there are substantial sales of shares of our common stock, the price of our common stock could decline.

As of November 7, 2008, we had approximately 56 million shares of common stock outstanding. With the expiration of lockup provisions in early November 2008, substantially all of our outstanding shares of common stock are now freely tradable, subject to volume and other limitations under Rule 144 under the Securities Act in the case of stockholders who are our “affiliates.” The price of our common stock could decline if there are substantial sales of our common stock or if there is a large number of shares of our common stock available for sale.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Industry analysts that currently cover us may cease to do so. If industry analysts cease coverage of our company, the trading price for our stock would be negatively impacted. In the event one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

Our directors, executive officers and principal stockholders have substantial control over us and could delay or prevent a change in corporate control.

Our directors, executive officers and certain holders of more than 5% of our common stock, together with their affiliates, beneficially own, in the aggregate, approximately 55% of our outstanding common stock as of September 30, 2008. As a result, these stockholders, acting together, would have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these stockholders, acting together, would have the ability to control the management and affairs of our company. Accordingly, this concentration of ownership might harm the market price of our common stock by:

	•		delaying, deferring or preventing a change in our control;

	•		impeding a merger, consolidation, takeover or other business combination involving us; or

	•		discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

Delaware law and provisions in our restated certificate of incorporation and restated bylaws could make a merger, tender offer or proxy contest difficult, which could depress the trading price of our common stock.

We are a Delaware corporation and the anti-takeover provisions of Delaware law may discourage, delay or prevent a change of control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our restated certificate of incorporation and restated bylaws contain provisions that may make the acquisition of our company more difficult without the approval of our Board of Directors, including the following:

	•		our Board of Directors is classified into three classes of directors with staggered three-year terms;

	•		only our Chairperson of the Board of Directors, our Chief Executive Officer, our President or a majority of our Board of Directors are authorized to call a special meeting of stockholders;

	•		our stockholders can only take action at a meeting of stockholders and not by written consent;

	•		vacancies on our Board of Directors can be filled only by our Board of Directors and not by our stockholders;

	•		our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval; and

	•		advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Form S-1 Registration Statement (Registration No. 333-144758) relating to our IPO was declared effective by the SEC on November 19, 2007, and the offering commenced November 19, 2007. We used approximately $12.7 million of the proceeds from this offering for working capital during the nine months ended September 30, 2008. We expect to use the remaining net proceeds of this offering for general corporate purposes, including working capital and potential capital expenditures and acquisitions.

Our management will retain broad discretion in the allocation and use of the net proceeds of this offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds. Pending specific utilization of the net proceeds as described above, we have invested the net proceeds of the offerings in short-term, interest-bearing obligations, investment grade securities, certificates of deposit or direct or guaranteed obligations of the United States. The goal with respect to the investment of the net proceeds is capital preservation and liquidity so that such funds are readily available to fund our operations.

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None


Exhibit No.		Document

31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


	SuccessFactors, Inc.
	By:	/s/ Bruce Felt
		Bruce Felt
		Chief Financial Officer (Principal Financial and Accounting Officer)


Exhibit No.		Document

31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



	/s/ Lars Dalgaard
	Name:	Lars Dalgaard
	Title:	President and Chief Executive Officer



	/s/ Bruce Felt
	Name:	Bruce Felt
	Title:	Chief Financial Officer

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents


		Page No.
PART I. FINANCIAL INFORMATION		3
Item 1. Condensed Consolidated Financial Statements:		3
Condensed Consolidated Balance Sheets-September 30, 2008 (unaudited) and December 31, 2007		3
Condensed Consolidated Statements of Operations-Three and nine months ended September 30, 2008 and 2007 (unaudited)		4
Condensed Consolidated Statements of Cash Flows-Nine months ended September 30, 2008 and 2007 (unaudited)		5
Notes to Condensed Consolidated Financial Statements (unaudited)		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosures About Market Risk		22
Item 4. Controls and Procedures		23
PART II. OTHER INFORMATION		24
Item 1. Legal Proceedings		24
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		37
Item 3. Defaults Upon Senior Securities		37
Item 4. Submission of Matters to a Vote of Security Holders		37
Item 5. Other Information		37
Item 6. Exhibits		38
Signatures		39
EX-31.1
EX-31.2
EX-32.1
EX-32.2