Insightful Corp - Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the Quarterly Period ended June 30, 2008

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

For the transition period from to

Commission file number 000-20992

INSIGHTFUL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

04-2842217

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

1700 Westlake Avenue North, Suite 500, Seattle, Washington 98109-3044

(Address of principal executive offices) (Zip code)

(206) 283-8802

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 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant is 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.

Large accelerated filer ¨

non-accelerated filer ¨

Accelerated filer ¨

smaller reporting company x

(Do not check if a smaller

reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING

FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

YES ¨ NO ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of the issuer’s Common Stock, $0.01 par value, was 13,014,636 as of July 31, 2008.

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION		3

ITEM 1.	Consolidated Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007	3

	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2008	4

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007	5

	Notes to Condensed Consolidated Financial Statements	6

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

ITEM 4.	Controls and Procedures	29

PART II. OTHER INFORMATION		30

ITEM 1A.	Risk Factors	30

ITEM 6.	Exhibits	38

SIGNATURES		39

EXHIBIT INDEX		40

PART I. FINANCIAL INFORMATION

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

INSIGHTFUL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	June 30, 2008			December 31, 2007
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	5,530		$	6,663
Trade accounts receivable, net		3,168			4,181
Short-term investments		4,499			1,899
Other receivables		294			303
Prepaid expenses and other current assets		433			558

Total current assets		13,924			13,604
Long-term investments		1,510			2,405
Property and equipment, net		2,111			2,457
Goodwill		800			800
Other assets		111			109

Total assets	$	18,456		$	19,375

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		395			630
Accrued payroll-related liabilities		1,246			1,508
Accrued expenses and other current liabilities		935			392
Deferred revenue - short term		5,455			5,861

Total current liabilities		8,031			8,391
Deferred revenue - long term		143			152
Commitments and contingencies (see note 9)
Stockholders’ Equity:
Preferred stock, $0.01 par value:
Authorized - 1,000,000 shares
Issued and outstanding-none		—			—
Common stock, $0.01 par value:
Authorized - 30,000,000 shares
Issued and outstanding - 13,014,636 and 12,979,925 shares at June 30, 2008 and December 31, 2007		130			130
Additional paid-in capital		39,183			38,873
Accumulated deficit		(28,788	)		(27,916	)
Other accumulated comprehensive loss		(243	)		(255	)

Total stockholders’ equity		10,282			10,832

Total liabilities and stockholders’ equity	$	18,456		$	19,375

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

INSIGHTFUL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)


	Three months ended June 30,						Six months ended June 30,
	2008			2007			2008			2007
Revenues:
Software licenses	$	1,703		$	1,718		$	3,378		$	3,761
Software maintenance		2,305			2,043			4,408			4,057
Professional services and other		1,382			1,758			2,489			3,886

Total revenues		5,390			5,519			10,275			11,704

Cost of revenues:
Software related		256			242			510			604
Professional services and other		1,007			1,276			1,848			2,744

Total cost of revenues		1,263			1,518			2,358			3,348

Gross profit		4,127			4,001			7,917			8,356

Operating expenses:
Sales and marketing		1,944			2,753			3,958			5,398
Research and development		1,144			2,054			2,437			4,054
Less—Funded research		(250	)		(511	)		(611	)		(1,017	)

Research and development, net		894			1,543			1,826			3,037
General and administrative		1,929			1,123			3,256			2,550

Total operating expenses		4,767			5,419			9,040			10,985

Loss from operations		(640	)		(1,418	)		(1,123	)		(2,629	)
Other income, net		143			171			271			302

Loss before income taxes		(497	)		(1,247	)		(852	)		(2,327	)
Income tax expense		(2	)		(11	)		(20	)		(23	)

Net loss	$	(499	)	$	(1,258	)	$	(872	)	$	(2,350	)

Basic and diluted net loss per share	$	(0.04	)	$	(0.10	)	$	(0.07	)	$	(0.18	)

Basic and diluted weighted average common shares outstanding		12,983			12,886			12,981			12,858

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

INSIGHTFUL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)


	Six months ended June 30,
	2008			2007
Operating activities:
Net loss	$	(872	)	$	(2,350	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		405			546
Stock-based compensation expense		255			398
Changes in current assets and liabilities:
Trade and other accounts receivable		1,154			2,586
Prepaid expenses and other assets		126			(34	)
Accounts payable		(261	)		(209	)
Accrued payroll-related liabilities and other accrued expenses		246			(660	)
Deferred revenue		(519	)		97

Net cash provided by operating activities		534			374

Investing activities:
Purchases of short- and long-term investments		(6,009	)		(1,490	)
Proceeds from sales and maturities of short- and long-term investments		4,300			722
Purchases of property and equipment		(52	)		(370	)

Net cash used in investing activities		(1,761	)		(1,138	)

Financing activities:
Proceeds from exercise of stock options and employee stock purchase plan		54			232

Net cash provided by financing activities		54			232

Effect of exchange rate changes on cash and cash equivalents		40			(57	)

Net decrease in cash and cash equivalents		(1,133	)		(589	)

Cash and cash equivalents, beginning of period		6,663			7,320

Cash and cash equivalents, end of period	$	5,530		$	6,731

Supplemental disclosure of cash flow information:
Cash paid for:
Income taxes	$	30		$	66

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

INSIGHTFUL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

June 30, 2008

(1) DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

(a) Description of Business

Insightful Corporation and its subsidiaries (collectively, the “Company”) provide enterprises with predictive analytics products and services designed to drive better decisions faster by revealing patterns, trends and relationships in historical data in order to identify risks and opportunities. The Company is a developer and supplier of software and services that utilize statistics and data mining techniques to enable customers to gain intelligence from numerical data. The Company’s solutions include its S-PLUS ^® product family for predictive analytics, as well as customized software and consulting services and training for the design, development and deployment of customized analytical solutions. The Company sells predictive analytics solutions to a variety of industries, including financial services, life sciences, telecommunications, manufacturing, government and research, with primary focus on financial services and life sciences. Headquartered in Seattle, Washington, the Company also has offices in New York, North Carolina, the United Kingdom, Switzerland, France, and Hong Kong, with distributors around the world.

On June 18, 2008, the Company, TIBCO Software Inc. and Mineral Acquisition Corporation, a wholly owned subsidiary of TIBCO, entered into an Agreement and Plan of Merger under which the TIBCO subsidiary will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of TIBCO. See Note 10.

(b) Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to accounting principles generally accepted in the United States and the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The balance sheet at December 31, 2007 has been derived from audited financial statements at that date, but does not include all disclosures required by generally accepted accounting principles for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2007 included in the Company’s Annual Report on Form 10-KSB. The accompanying condensed consolidated financial statements reflect all adjustments (consisting solely of normal, recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of results for the interim periods presented. The results of operations for the six months ended June 30, 2008 are not necessarily indicative of the results to be expected for the entire fiscal year or future periods.

(2) SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

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

(b) Revenue Recognition

The Company offers a variety of software solutions, maintenance contracts, training and consulting services to its customers. The Company records revenue in accordance with Statement of Position No. 97-2, Software Revenue Recognition , as amended by SOP No. 98-9, Software Revenue Recognition with Respect to Certain Transactions (“SOP 98-9”), as well as related interpretations including Technical Practice Aids.

Software license revenues consist principally of fees generated from granting rights to use the Company’s software products under perpetual and fixed-term license agreements. The Company also refers to fixed-term license agreements as subscription-based license agreements.

Perpetual software license fees are generally recognized upon delivery of the software after receipt of a purchase order, if collection of the resulting receivable is probable, the fee is fixed or determinable, and vendor-specific objective evidence (“VSOE”) of fair value exists for all undelivered elements if sold in a bundled arrangement. VSOE is based on the price charged when an element is sold separately or, in case of an element not yet sold separately, the price established by authorized management, if it is probable that the price, once established, will not materially change before separate introduction into the marketplace.

Revenues under arrangements that include several different software products and services sold together are allocated based on the residual method in accordance with SOP 98-9. Under the residual method, the fair value, as determined by VSOE, of the undelivered non-essential elements is deferred and subsequently recognized when earned.

The Company has established VSOE of fair value for professional services and training services. In addition, the Company has established VSOE for maintenance related to most of its software products. For software products sold with maintenance where VSOE for the maintenance element has not been established, such as the InFact text analysis product formerly sold by the Company, all revenue under the arrangement is recognized over the initial maintenance term, provided all other revenue recognition criteria have been met.

Maintenance revenues are recognized ratably over the term of the related maintenance contracts, which generally span one year or less. The initial one-year maintenance contract is bundled into the license fees for most of the Company’s products. Maintenance services, which include unspecified product updates on a when-and-if available basis, are generally priced based on a percentage of the current list price, or net license fees paid, of the licensed software products. Maintenance renewals are optional.

Professional services and other revenues typically include providing customers assistance in developing complex software models and/or data analysis techniques, and developing consultant-configured, vertical-specific products that are designed to enable the Company to sell the same, or similar, solutions to multiple customers with reduced incremental consulting efforts incurred by the Company. In addition, professional services revenues include deployment assistance, project management, integration with existing customer applications, training services, and related services generally performed on a time-and-materials basis under separate service arrangements. Training consists of fee-based courses offered on a per-attendee or a per-group rate. Revenues from professional services and training services are generally recognized as services are performed.

Fees from licenses sold together with professional services are generally recognized upon shipment of the software, provided that the above residual method criteria are met, payment of the license fees are not dependent upon the performance of the services, and the consulting services are not essential to the functionality of the licensed software. If the services are essential to the functionality of the software, or payment of the license fees is dependent upon the performance of the services, both the software license and consulting fees are recognized under the percentage of completion method of contract accounting.

If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer. If an acceptance period is required, revenues are recognized upon the earlier of customer acceptance or the expiration of the acceptance period. An evaluation of the probability of collection is generally based upon the assessment of the customer’s financial condition. For existing customers, this evaluation generally relies on a customer’s prior payment history.

The Company has an unconditional 30-day return policy on standard software license purchases, and therefore provides for estimated returns at the time of sale based on historical experience.

Cash payments received or accounts receivable due in advance of revenue recognition are recorded as deferred revenue on the accompanying consolidated balance sheets.

(c) Stock-Based Compensation and Stockholders’ Equity

Stock-Based Compensation Expense

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), Share-Based Payment (“SFAS 123R”). SFAS 123R requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options granted under the Company’s stock plans and employee stock purchases made under the Company’s 2003 Employee Stock Purchase Plan (the “ESPP”), based on estimated fair values. SFAS 123R supersedes the Company’s previous accounting under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees , for periods beginning in fiscal 2006. In its adoption of SFAS 123R, the Company has applied the provisions of the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment .

The Company adopted SFAS 123R as of January 1, 2006, using the modified prospective transition method. The Company’s consolidated financial statements as of and for the six months ended June 30, 2008 and 2007 reflect the impact of SFAS 123R.

SFAS 123R requires the Company to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s statement of operations. The Company uses the straight-line single-option method to recognize the value of stock-based compensation expense for all share-based payment awards. Stock-based compensation expense recognized in the statement of operations for the six months ended June 30, 2008 and 2007 has been reduced for estimated forfeitures, as it is based on awards ultimately expected to vest. SFAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The following table summarizes stock-based compensation expense under SFAS 123R related to employee stock options and ESPP purchases for the six months ended June 30, 2008 and 2007, which was allocated as follows (in thousands):


	Three months ended June 30, 2008		Three months ended June 30, 2007		Six months ended June 30, 2008		Six months ended June 30, 2007
Cost of revenues	$	4	$	3	$	5	$	18
Sales and marketing		47		43		47		102
Research and development, net		22		17		36		40
General and administrative		78		117		167		238

Stock-based compensation expense included in operating expenses	$	151	$	180	$	255	$	398

The weighted average fair value of employee stock options granted in the six months ended June 30, 2008 and 2007 was $0.48 and $1.26, respectively. As of June 30, 2008, the total remaining unrecognized compensation cost related to unvested stock options was $1.0 million, which will be amortized over the weighted-average remaining requisite service period of 2.7 years.

The weighted-average estimated fair value of employee stock options granted during the periods presented below was estimated at the date of grant using the Black-Scholes option-pricing model, with the following weighted average assumptions:


	Three months ended June 30,				Six months ended June 30,
	2008		2007		2008		2007
Risk-free interest rate	2.91	%	4.89	%	1.81	%	4.57	%
Expected dividend yield	None		None		None		None
Expected life	3.75 years		3.50 years		3.73 years		3.69 years
Expected volatility	57.0	%	62.0	%	57.0	%	63.2	%

The risk-free interest rate used in the Black-Scholes valuation method is based on the implied yield currently available in U.S. Treasury securities at maturity with an equivalent term. The Company has not declared or paid any dividends and does not currently expect to do so in the future. The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on historical weighted average holding periods and projected holding periods for the remaining unexercised shares. Consideration was given to the contractual terms of the Company’s stock-based awards, vesting schedules and expectations of future employee behavior. Expected volatility is based on the annualized daily historical volatility plus implied volatility of the Company’s stock price, including consideration of the implied volatility and market prices of traded options for comparable entities within the Company’s industry.

The variables used in the determination of stock price volatility and option lives require the application of management’s best estimates. Both of these variables impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the life of the option. SFAS 123R also requires that the Company recognize compensation expense for only the portion of options expected to vest. Therefore, the Company applied an estimated forfeiture rate that the Company derived from historical employee termination behavior. If the actual number of forfeitures differs from the Company’s estimates, adjustments to compensation expense may be required in future periods.

Stockholders’ Equity and Stock Option Plans

Under the Company’s 2001 Stock Option and Incentive Plan (the “2001 Plan”), the Board of Directors may grant incentive stock options, nonqualified stock options, awards of common stock and stock appreciation rights to eligible employees and others defined in the 2001 Plan.

The 2001 Plan provides for the automatic increase in the number of shares reserved for issuance of stock options under the 2001 Plan on the first day of each fiscal year, in an amount equal to the lesser of (a) 1,000,000 shares, (b) 7% of the outstanding shares in the last day of the prior fiscal year, or (c) an amount determined by the board of directors. On January 1, 2007, 905,405 additional option shares were made available for future grant. On January 1, 2008, no additional option shares were added to the plan, in accordance with the determination of the board of directors. As of June 30, 2008, 2,117,834 option shares were available for future grant under the 2001 Plan. Option grants under the 2001 Plan are typically made at fair market value at the time of grant and vest over a four-year period. Each option expires 10 years from the date of grant, subject to earlier termination if the optionee ceases to provide services to the Company, and is not transferable.

Under the Company’s 2001 Non-Employee Director Stock Option Plan (the “2001 Directors’ Plan”), non-employee directors are eligible to receive annual grants of options to purchase shares of Company common stock. As of June 30, 2008, 473,083 option shares were available for future grant under the 2001 Directors’ Plan. All grants under the 2001 Directors’ Plan are made at fair market value at the time of grant and, for grants prior to March 16, 2007, were fully vested upon grant. On March 16, 2007, the 2001 Directors’ Plan was amended to provide for a one-year vesting period for all future grants made under the plan. Each option expires 10 years from the date of grant, subject to earlier termination if the optionee ceases to provide services to the Company, and is not transferable.

Under the Company’s Non-Qualified, Non-Officer Stock Option Plan (the “1996 Non-Officer Plan”), Company employees and consultants were eligible to receive nonqualified options to purchase shares of Company common stock. Option grants under the 1996 Non-Officer Plan were typically made at fair market value at the time of grant, with vesting schedules determined at the date of grant. Each option expires 10 years from the date of grant, subject to earlier termination if the optionee ceases to serve the Company other than by reason of death or disability, and is not transferable. This plan expired in November 2006, and as a result no option shares are available for future grant under the 1996 Non-Officer Plan.

(d) Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with original maturities of less than three months at the time of purchase. As of December 31, 2007, cash and cash equivalents amounted to $6.7 million, and marketable securities classified as cash equivalents amounted to $4.1 million. As of June 30, 2008, cash and cash equivalents amounted to $5.5 million, and marketable securities classified as cash equivalents amounted to $2.0 million.

(e) Marketable Securities

The Company’s marketable securities are accounted for under the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities (“SFAS 115”). Under SFAS 115, all of the Company’s marketable securities are defined as available-for-sale securities and, accordingly, are accounted for at fair value with any unrealized gains and losses reported in stockholders’ equity as other comprehensive income. Realized net gains and losses on sales and maturities of marketable securities are included in the consolidated statement of income as other income. Marketable securities having maturities of 90 days or less are classified as cash and cash equivalents, those having maturities greater than 90 days and less than or equal to one year are classified as short-term investments, and those with maturities exceeding one year are classified as long-term investments.

As of December 31, 2007, the Company’s total marketable securities were $8.4 million, of which $4.1 million were classified as cash equivalents, $1.9 million were classified as short-term investments and $2.4 million were classified as long-term investments. Of this $8.4 million in marketable securities, $6.4 million were corporate debt securities and $1.5 million were government and agency obligations, and $0.5 million were money market funds. As of December 31, 2007, marketable securities had an unrealized gain of $3,400 and realized gains and losses of zero.

As of June 30, 2008, the Company’s total marketable securities were $8.0 million, of which $2.0 million were classified as cash equivalents, $4.5 million were classified as short-term investments, and $1.5 million were classified as long-term investments. Of this $8.0 million in marketable securities, $3.5 million were corporate debt securities and $4.0 million were government and agency obligations, and $0.5 million were money market funds. As of June 30, 2008, marketable securities had an unrealized gain of $350 and realized gains and losses of zero.

(f) Fair Value Measurements

On January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements , which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. SFAS No. 157 clarifies that fair value is an exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS No. 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•

Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

•

Level 2 . Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

•

Level 3 . Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and Liabilities Measured at Fair Value on a Recurring Basis (in millions)


	As of June 30, 2008		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	2.0	$	2.0	$	—	$	—
Short-term investments		4.5		4.5		—		—
Long-term investments		1.5		1.5		—		—

(g) Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation and amortization. Equipment and furniture is depreciated using the straight-line method over estimated useful lives ranging from three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life.

(h) Research and Development

The Company accounts for its software research and development costs in accordance with SFAS No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed (“SFAS 86”). Under SFAS 86, all such costs incurred up to the point of ‘technological feasibility’ (defined as a working model) are expensed as incurred, and costs incurred up to the point when the software is available for general release to customers are capitalized. During the six months ended June 30, 2008 and 2007, the Company expensed all research and development costs, as the costs incurred from the date of ‘technological feasibility’ to the general release date were not significant.

(i) Funded Research

The Company has a funded research group that receives funding from U.S. federal agencies for research work performed under government grants. Research projects are and have been focused primarily on extending the frontiers of data analysis and statistics. In most cases, research projects are performed under cost reimbursement arrangements, which provide funding on a time-and-materials basis based on agency-approved labor, overhead and profit rates, subject to a cap on total fees allowable under the applicable grant. In some cases, grant contracts are paid on a fixed fee (payment) basis, regardless of the number of hours and costs incurred. Grant contracts generally require the submission of periodic progress and final finding reports. Funding is generally received through cash requests or installment payments. Grant fees are generally recognized as the work is performed and/or the fees become billable. Because the grants received are generally aligned with the Company’s existing research activities, commercial initiatives, and product lines, the amounts earned from grants are recorded as an offset against total research and development costs. Receivables resulting from this activity are included in other receivables on the balance sheets. Funding received under these grants is subject to audits for several years after the funding is received and, depending on the results of those audits, the Company could be obligated to repay a portion of the funding. A liability for such potential repayment has not been recorded.

(j) Foreign Currency Accounting

The functional currency of the Company’s foreign subsidiaries is the local currency in the country in which the subsidiary is located. Assets and liabilities of foreign locations are translated to U.S. dollars using the exchange rate at each balance sheet date. Income and expense accounts are translated using an average rate of exchange during the period. Foreign currency translation adjustments are accumulated as a separate component of stockholders’ equity. The Company is subject to transaction gains and losses from period to period due to exchange rate fluctuations. The effect of aggregate foreign currency transaction gains and losses is included in other income. For the three-month periods ended June 30, 2008 and 2007, the aggregate foreign currency transaction gains were $9,000 and $40,000, respectively. For the six month periods ended June 30, 2008 and 2007, the aggregate foreign currency transaction gains were $41,000 and $43,000, respectively.

(k) Goodwill and Other Long-Lived Assets

Goodwill represents the excess of the purchase price over the fair value of net assets obtained in business acquisitions accounted for under the purchase method of accounting. The Company currently distinguishes three reporting units that have goodwill, as follows: U.S. Data Analysis, Insightful United Kingdom, and Insightful Switzerland.

In accordance with SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), goodwill and other indefinite-lived intangibles are tested for impairment at least annually and written down and charged to results of operations only in periods in which the recorded value of those assets exceeds their fair value. SFAS 142 prescribes the use of the two-phase approach for testing goodwill for impairment. The first phase screens for potential impairment, while the second phase (if necessary) measures the amount of impairment, if any. Current technology and other separable intangible assets that do not have indefinite lives are continued to be amortized over their useful lives.

The Company performs a goodwill impairment test annually, using a measurement basis date of October 1. Additional tests are performed when events occur or circumstances change that would give reason to suspect or indicate that such events will more likely than not reduce the fair value of a reporting unit below its carrying amount. No impairment was determined in the annual impairment test for 2007, nor did any such events occur or circumstances exist during the six months ended June 30, 2008 that would indicate that impairment existed as of June 30, 2008.

(l) Long-Lived Assets

Other intangibles with definite lives are stated at cost less accumulated amortization and are amortized on a straight-line basis over a time frame that approximates the pattern in which the economic benefits of the intangible asset are consumed. The Company’s purchased technology was ratably amortized to expense over three years ending January 31, 2007. See Note 3.

In accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets , the Company considers the existence of facts or circumstances, both internal and external, that may suggest that the carrying amount of long-lived assets may not be recoverable. If such facts and circumstances were to exist, recoverability of assets held and used would be measured by comparing the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount were higher, the impairment loss would be measured by the amount, if any, by which the carrying amount of the assets exceeds their fair value based on the present value of estimated expected future cash flows.

(m) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates used in preparing the financial statements relate to areas that include, but are not limited to, (i) revenue recognition, (ii) allowance for doubtful accounts, (iii) useful lives for property and equipment and intangibles, (iv) fair values and impairment analysis of goodwill and intangible assets with definite lives, (v) tax assets and liabilities and other tax exposure items, and (vi) valuation of stock options using the Black-Scholes option pricing model.

(n) Financial Instruments

At June 30, 2008, the Company had the following financial instruments: cash and cash equivalents, short and long-term investments, accounts receivable, other receivables, accounts payable, and accrued liabilities. The carrying value of cash and cash equivalents, short-term investments, receivables, payables and accrued liabilities approximates fair value based on the liquidity of these financial instruments or based on their short-term nature.

(o) Taxes

Income Taxes

The Company follows the asset and liability method of accounting for income taxes as set forth by SFAS No. 109, Accounting for Income Taxes (“SFAS 109”), and the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting and disclosure for uncertainty in income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition, and clearly scopes income taxes out of FASB Statement No. 5, Accounting for Contingencies .

Under SFAS 109 and FIN 48, certain assumptions are made that represent significant estimates. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis, net of operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. FIN 48 requires a company to recognize the impact of a tax position in its financial statements if that position is more likely than not to be sustained upon audit, based on the technical merits of the position. The provisions of FIN 48 are effective for fiscal years beginning after December 31, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The adoption of FIN 48 did not have a material effect on the Company’s results of operations or financial condition.

The Company has adopted a policy of classifying interest and penalties associated with income tax matters as general and administrative expense (rather than to income tax expense) when incurred.

The Company has incurred net operating losses. The Company continues to maintain a valuation allowance for the full amount of the net deferred tax asset balance associated with its net operating losses because sufficient uncertainty exists regarding its ability to realize such tax assets in the future. There were no unrecognized tax benefits as of June 30, 2008 or June 30, 2007.

The Company’s tax returns for U.S. tax years 2004, 2005, 2006 and 2007 are subject to potential examination by the Internal Revenue Service. In addition, the Company’s tax returns for U.S. tax years 1993 to 2000 and tax year 2002 may be subject to examination by the Internal Revenue Service to the extent that the Company utilizes the net operating loss carryforward from those years in its current or future year tax returns. In the United Kingdom and France, the Company’s tax returns for tax years 2006 and 2007 are subject to potential examination, while in Switzerland, the Company’s tax returns for tax years from 1998 to 2007 are subject to potential examination. The Company is not currently under income tax examination by any tax jurisdiction.

Sales Taxes

During the ordinary course of business, there are many transactions for which the ultimate sales tax determination is uncertain. If necessary, the Company establishes accruals for sales tax-related uncertainties based on estimates of whether, and to the extent which, additional sales taxes, interest, and penalties will be due. These accruals are adjusted in light of changing facts and circumstances, such as the closing of a sales tax audit, a change in the determination of whether the Company has a sufficient presence in a particular state such that it is required to register and collect and pay sales taxes in that jurisdiction, or the expiration of a relevant statute of limitations.

The Company sells to customers in almost every state in the United States. There is a great variation in the tax rules from state to state, including the rules that determine whether a company has a sufficient presence in a particular jurisdiction such that it is required to register, collect, and pay taxes in that jurisdiction. The Company is registered in multiple states and local jurisdictions and the Company remits required state and local taxes on related business operations in those states.

In addition to the Company’s judgments and use of estimates, there are inherent uncertainties surrounding taxes that could result in actual amounts that differ materially from the Company’s estimates. Accordingly, the Company’s actual sales tax obligation may exceed the estimate established at any point in time. Any changes in circumstances related to these contingencies could have a material effect on the Company’s financial condition, results of operations and cash flows.

(p) Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 provides guidance for using fair value to measure assets and liabilities. The standard expands required disclosures about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. SFAS 157 is effective for financial assets and liabilities in financial statements issued for fiscal years beginning after November 15, 2007, and effective for non-financial assets and liabilities in financial statements issued for fiscal years beginning after November 15, 2008. Accordingly, the adoption of SFAS 157 on January 1, 2008 was limited to financial assets and liabilities. The initial adoption did not have a material impact on the Company’s financial position or results of operations. The Company is evaluating this standard with respect to its effect on non-financial assets and liabilities and has not determined the impact that it will have, if any, on the Company’s financial position or results of operations upon full adoption.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. Accordingly, the Company adopted this standard on January 1, 2008. The implementation of this standard did not have a material impact on the Company’s financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company is currently evaluating the potential impact of adoption of SFAS 141R on the Company’s financial position or results of operations. However, the Company does not expect the adoption of SFAS 141R to have a material effect on its financial position or results of operations.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an Amendment of ARB No. 51 (“SFAS 160”). SFAS 160 establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. This statement also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. The Company is currently evaluating the potential impact of adoption of SFAS 160 on its consolidated financial statements. However, the Company does not expect the adoption of SFAS 160 to have a material effect on its financial position or results of operations.

(3) PURCHASED TECHNOLOGY

In January 2004, the Company acquired title to the software code underlying the S programming language from Lucent Technologies Inc. The $2.0 million purchase price included settlement in full for all royalties owed by the Company to Lucent at the date of the acquisition, in the amount of $235,000. Under the agreement, $1.5 million of the purchase price was paid in the first quarter of 2004 and the remaining $0.5 million was paid in the first quarter of 2005.

As a result of this transaction, the Company capitalized $1,765,000 as purchased technology. This amount was ratably amortized to software-related cost of revenues over a three-year estimated life. Accordingly, the Company recorded the remaining $49,000 in amortization expense related to this technology as of January 31, 2007.

(4) FINANCING ARRANGEMENTS

In May 2007, the Company renewed a working capital revolving line of credit and security agreement with Silicon Valley Bank, which expired on May 30, 2008. The terms provided for up to $3.0 million in borrowing availability through May 30, 2008. This facility was secured by the Company’s accounts receivable and allowed the Company to borrow up to the lesser of 75% of the Company’s eligible accounts receivable or $3.0 million. The interest rate on related borrowings was at prime rate, which at May 30, 2008 was 5.0%. No amounts under this line of credit facility or the Company’s previous line of credit facility with Silicon Valley Bank were ever borrowed, and hence, no amounts were outstanding at December 31, 2007 or June 30, 2008.

In May 2007, the Company entered into a new equipment loan facility with Silicon Valley Bank, secured by the underlying assets. This facility allowed for a maximum of $750,000 to be borrowed through December 31, 2007, allowing the Company to take up to six advances through December 31, 2007 for qualifying equipment purchased in the 90 days preceding the advance request (or 180 days for the initial advance), with each advance having a minimum borrowing amount of $75,000. No amounts were ever borrowed against this loan facility, and hence, no amounts were outstanding under this equipment loan facility or any previous equipment loan facility with Silicon Valley Bank at December 31, 2007 or June 30, 2008.

These credit facilities contained covenants that limited the Company’s net losses and required certain minimum liquidity. In addition, the terms of these facilities prohibited the Company from paying dividends. The Company was in compliance with all covenants and terms of these credit and loan facilities as of December 31, 2007 and May 30, 2008 (the expiration date of these credit facilities).

(5) NET LOSS PER SHARE

The dilutive effect of the Company’s stock options is calculated using the treasury stock method, based on the average share price of the Company’s common stock. Under the treasury stock method, the proceeds that would be hypothetically received from the exercise of all stock options with exercise prices below the average share price of the Company’s common stock are assumed to be used to repurchase shares of the Company’s common stock. The following is a reconciliation of the number of shares used in the basic and diluted net loss per share computations for the periods presented:

Shares used in basic and diluted net loss per share computations (in thousands, except footnote data) :


	Three months ended June 30,		Six months ended June 30,
	2008	2007	2008	2007
Shares used in basic net loss per share computation	12,983	12,886	12,981	12,858
Effect of dilutive common stock equivalents(1)	—	—	—	—

Shares used in diluted net loss per share computation	12,983	12,886	12,981	12,858

(1)

The Company excludes all potentially dilutive securities from its diluted net loss per share computation when their effect would be anti-dilutive. For the three months ended June 30, 2008 and 2007, approximately 231,634 and 352,005, and for the six months ended June 30, 2008 and 2007, approximately 129,408 and 423,118 common stock equivalents calculated using the treasury stock method have been excluded from the computation of diluted net loss per share on the basis that their inclusion would have been anti-dilutive because the Company incurred a net loss in the period. These dilutive common stock equivalents have been included in the table below.

Dilutive common stock equivalents excluded from the computation of basic and diluted net loss per share (in thousands):


	Three months ended June 30,		Six months ended June 30,
	2008	2007	2008	2007
Stock options, calculated using the treasury stock method, excluded from the computation of diluted net loss per share on the basis that their inclusion would have been anti-dilutive because the Company incurred a net loss in the period	232	352	129	423
Stock options excluded from the computation of diluted net loss per share on the basis that their exercise prices were greater than or equal to the average price of the common shares	2,242	1,513	2,313	1,187

Total common stock equivalents excluded from the computation of diluted loss per share	2,474	1,865	2,442	1,610

(6) OTHER COMPREHENSIVE LOSS

SFAS No. 130, Reporting Comprehensive Income , establishes standards for reporting and display of comprehensive income and its components in the financial statements. As of June 30, 2008 and 2007, comprehensive loss consisted of net loss, foreign currency translation adjustments, and unrealized gains on short-term investments in marketable securities. Total comprehensive loss for the six months ended June 30, 2008 and 2007 is as follows (in thousands):


	Three months ended June 30,						Six months ended June 30,
	2008			2007			2008			2007
Net loss	$	(499	)	$	(1,258	)	$	(872	)	$	(2,350	)
Unrealized loss on investments		(11	)		(3	)		(3	)		(4	)
Change in cumulative translation adjustment		(11	)		(61	)		15			(63	)

Comprehensive loss	$	(521	)	$	(1,322	)	$	(860	)	$	(2,417	)

At June 30, 2008, total cumulative translation loss was $243,000 and total cumulative unrealized gain (loss) on investments was approximately zero. At June 30, 2007, total cumulative translation loss was $383,000, and total cumulative unrealized gain (loss) on investments was approximately zero.

(7) SEGMENT REPORTING

SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information , establishes standards for reporting information about operating segments in annual financial statements. It also establishes standards for related disclosures about products, services, geographical areas and major customers. The Company has two business segments: Domestic and International. The Company measures segment performance based on revenues and contribution margin, which is a measure of profitability that allocates only direct and controllable costs to a segment. Assets are not allocated to segments for internal reporting presentations. Intercompany transactions have been eliminated from the segment information. Non-operating income and expenses are not tracked by segment. Segment information is provided below (in thousands):


	Domestic (1)		International		Total
Three months ended June 30, 2008
Revenues	$	2,517	$	2,873	$	5,390
Contribution margin		1,042		1,161		2,203
Unallocated costs and expenses						(2,843	)

Loss from operations					$	(640	)

Six months ended June 30, 2008
Revenues	$	4,766	$	5,509	$	10,275
Contribution margin		1,763		2,239		4,002
Unallocated costs and expenses						(5,125	)

Loss from operations					$	(1,123	)


	Domestic (1)		International		Total
Three months ended June 30, 2007
Revenues	$	2,899	$	2,620	$	5,519
Contribution margin		697		739		1,436
Unallocated costs and expenses						(2,854	)

Loss from operations					$	(1,418	)

Six months ended June 30, 2007
Revenues	$	5,992	$	5,712	$	11,704
Contribution margin		1,485		1,795		3,280
Unallocated costs and expenses						(5,909	)

Loss from operations					$	(2,629	)

(1)	The Domestic operations segment includes all U.S. and Canadian transactions.

(8) REVENUE CONCENTRATION

One customer accounted for more than 10% of the Company’s total consolidated revenues for the three and six months ended June 30, 2008 and 2007. This customer accounted for 15% ($0.8 million) and 16% ($1.6 million) of total consolidated revenues for the three and six months ended June 30, 2008, respectively. This same customer accounted for 18% ($1.0 million) and 18% ($2.3 million) of total consolidated revenues for the three and six months ended June 30, 2007, respectively.

This same customer accounted for 15% of the Company’s total consolidated accounts receivable balance as of June 30, 2008, and 7% as of June 30, 2007. No other customers accounted for 10% or more of the company’s total consolidated accounts receivable balance as of June 30, 2008 and 2007.

(9) COMMITMENTS AND CONTINGENCIES

In certain of its licensing agreements, the Company provides intellectual property infringement indemnifications. These indemnifications are excluded from the initial recognition and measurement requirements of FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. The Company’s policy is to record any obligation under such indemnification when a required payment under such indemnification is probable and the amount of the future loss is estimable. At June 30, 2008, there were no such indemnifications for which a required payment was deemed to be probable or estimable; therefore, no accrual has been made for potential losses associated with these indemnifications.

(10) ENTRY INTO A MATERIAL DEFINITIVE MERGER AGREEMENT

On June 18, 2008, the Company, TIBCO Software Inc. (“TIBCO”) and Mineral Acquisition Corporation, a wholly owned subsidiary of TIBCO (“Acquisition Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) under which Acquisition Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of TIBCO (the “Merger”). The consummation of the Merger is subject to the conditions set forth in the Merger Agreement, including approval of the Merger Agreement by the Company’s stockholders, the requirement that less than 10% of the Company’s issued and outstanding shares exercise their appraisal rights under the Delaware General Corporation Law and other customary closing conditions.

At the effective time of the Merger, each outstanding share of Company common stock will be converted into the right to receive an amount in cash equal to $1.87 per share (the “Price-Per-Share”). In connection with the Merger, TIBCO will assume all issued and outstanding options to purchase Company common stock granted pursuant to the Company’s Amended and Restated 2001 Stock Option and Incentive Plan, and each other outstanding option to purchase shares of the Company’s common stock shall be (a) cancelled at the time of the Merger if such option has an exercise price equal to or greater than the Price-Per-Share or (b) exchanged for a cash payment equal to (i) the amount by which the Price-Per-Share exceeds the per share exercise price for the option multiplied by (ii) the number of shares subject to such option if such option has an exercise price less than the Price-Per-Share.

The Merger Agreement contains customary representations, warranties and covenants, including covenants relating to obtaining the requisite approvals of the Company’s stockholders, restricting the solicitation of competing acquisition proposals by the Company and the Company’s conduct of its business between the date of the signing of the Merger Agreement and the closing of the Merger. The Merger Agreement also provides for the payment of a termination fee of $1.25 million to TIBCO in specified circumstances in connection with the termination of the Merger Agreement.

As of June 30, 2008, the Company has incurred approximately $1.0 million in acquisition-related costs and has recorded these costs to general and administrative expenses as incurred. Of these expenses, $0.1 million of investment banking fees were incurred and recorded in the fourth quarter of 2007, $0.1 million of investment banking fees were incurred and recorded in the first quarter of 2008, and $0.3 million of investment banking fees and $0.5 million in legal fees were incurred and recorded in the second quarter of 2008. Under the agreement with the Company’s investment banking firm, if and when the Merger is consummated, the Company will owe an additional $0.5 million in investment banking fees. Such additional fees, if paid, will be recorded to general and administrative expense when incurred. Since June 30, 2008, the Company has incurred, and continues to incur, legal costs related to the Merger, and will record these costs to general and administrative expense as incurred.

(11) SUBSEQUENT EVENTS

On July 24, 2008, the Company filed a definitive proxy statement related to the proposed Merger with the Securities and Exchange Commission. The Company will hold a special meeting of stockholders to vote on the proposed Merger at 9:00 a.m. Seattle time on August 29, 2008, at the offices of RR Donnelly, 999 Third Avenue, Suite 3201, Seattle, Washington 98104. The Company’s stockholders at the close of business on July 8, 2008, the record date, will be entitled to vote on the Merger.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements included in Part 1, Item 1 of this report and the information provided in the section entitled “Risk Factors” in Part II, Item 1A of this report.

Our disclosure and analysis in this report contain forward-looking statements, which provide our current expectations or forecasts of future events. Forward-looking statements in this report include, without limitation:

•

statements about the expected closing of the acquisition by TIBCO Software Inc.;

•

information concerning possible or assumed future results of operations, trends in financial results and business plans, including those relating to earnings or loss, revenue and expenses;

•

statements about the level of our costs and operating expenses relative to our revenues, and about the expected composition of our revenues;

•

information about the anticipated release dates of new products;

•

statements about expected future trends for development and sales of our products and services, including the long-term potential of the data analysis market;

•

statements about our future capital requirements and the sufficiency of our cash, cash equivalents, investments and available credit to meet these requirements;

•

statements about our anticipated use of cash and cash equivalents;

•

other statements about our plans, objectives, expectations and intentions; and

•

other statements that are not historical facts.

Words such as “will,” “plan,” “believe,” “anticipate,” “expect” and “intend” and similar expressions are intended to identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are based on the judgment and opinions of management at the time the statements are made. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could affect their accuracy. Our actual results could differ materially from those expressed or implied in the forward-looking statements for many reasons, including the factors described in the section entitled “Risk Factors” in Part II, Item 1A of this report. Other factors besides those described in this report could also affect actual results.

You should not unduly rely on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this report, or to reflect the occurrence of unanticipated events.

Description of Our Business

Formerly Mathsoft, Inc., we reincorporated as Insightful Corporation in Delaware in 2001.

We provide enterprises with predictive analytic solutions designed to drive better decisions faster by revealing patterns, trends and relationships. We are a developer and supplier of software and services that utilize a variety of statistics and data mining techniques to analyze historical data, enabling our customers to understand relationships among and otherwise gain intelligence from that data, make predictions about future events and identify risks and opportunities associated with particular conditions.

Our predictive analytic software and services solve a broad range of problems across multiple industries. For example:

•

Financial services customers use our solutions to adjust for risk and perform portfolio optimization in stock portfolios, and to manage their risk by estimating risk and risk-adjusted returns for a wide variety of investment vehicles as well as their overall businesses;

•

Pharmaceutical companies utilize our analytic reports and graphics to discern safety and efficacy signals earlier in the drug development/clinical trials process, which helps to decrease their product development costs and time to market; and

•

Retailers use our customer analytics solutions to help determine marketing promotions and pricing, reduce customer churn and increase customer retention and lifetime customer value.

Headquartered in Seattle, Washington, we also have offices in North Carolina, New York, the United Kingdom, Switzerland, France and Hong Kong, with distributors around the world. As of June 30, 2008, we employed 103 employees worldwide, of which 98 were full-time employees.

Our products include S-PLUS ^® and S-PLUS ^® Enterprise Server, Insightful Miner™ and various S-PLUS ^® solutions and toolkits for vertical market categories, such as Insightful Clinical Graphics and S+ArrayAnalyzer ^® for the life sciences sector and S+FinMetrics ^® for the financial services sector. Our consulting services and training provide specialized expertise and processes for the design, development and deployment of customized analytical solutions. We have customers in a broad range of industries, with a concentration in life sciences and financial services.

We report results in two business segments: Domestic and International. The Domestic segment includes the operations of the United States and Canada, and the International segment includes the operations of all other countries and regions.

Entry into a Material Definitive Merger Agreement

On June 18, 2008, we, TIBCO Software Inc., or TIBCO, and Mineral Acquisition Corporation, a wholly owned subsidiary of TIBCO, or Acquisition Sub, entered into an Agreement and Plan of Merger, or the Merger Agreement, under which Acquisition Sub will be merged with and into Insightful, with Insightful surviving the merger as a wholly owned subsidiary of TIBCO, or the Merger. The consummation of the Merger is subject to the conditions set forth in the Merger Agreement, including approval of the Merger Agreement by our stockholders, the requirement that less than 10% of our issued and outstanding shares exercise their appraisal rights under the Delaware General Corporation Law and other customary closing conditions.

At the effective time of the Merger, each outstanding share of our common stock will be converted into the right to receive an amount in cash equal to $1.87 per share, or the “Price-Per-Share.” In connection with the Merger, TIBCO will assume all issued and outstanding options to purchase our common stock granted pursuant to our Amended and Restated 2001 Stock Option and Incentive Plan, and each other outstanding option to purchase shares of our common stock shall be (a) cancelled at the time of the Merger if such option has an exercise price equal to or greater than the Price-Per-Share or (b) exchanged for a cash payment equal to (i) the amount by which the Price-Per-Share exceeds the per share exercise price for the option multiplied by (ii) the number of shares subject to such option if such option has an exercise price less than the Price-Per-Share.

The Merger Agreement contains customary representations, warranties and covenants, including covenants relating to obtaining the requisite approvals of our stockholders, restricting our solicitation of competing acquisition proposals and the conduct of our business between the date of the signing of the Merger Agreement and the closing of the Merger. The Merger Agreement also provides for the payment of a termination fee of $1.25 million to TIBCO in specified circumstances in connection with the termination of the Merger Agreement.

As of June 30, 2008, we have incurred approximately $1.0 million in acquisition-related costs and have recorded these costs to general and administrative expenses as incurred. Of these expenses, $0.1 million of investment banking fees were incurred and recorded in the fourth quarter of 2007, $0.1 million of investment banking fees were incurred and recorded in the first quarter of 2008, and $0.3 million of investment banking fees and $0.5 million in legal fees were incurred and recorded in the second quarter of 2008. Under the agreement with our investment banking firm, if and when the Merger is consummated, we will owe an additional $0.5 million in investment banking fees. Such additional fees, if paid, will be recorded to general and administrative expense when incurred. Since June 30, 2008, we have incurred, and continue to incur, legal costs related to the Merger, and will record these costs to general and administrative expense as incurred.

On July 24, 2008, we filed a definitive proxy statement related to the proposed Merger with the Securities and Exchange Commission. We will hold a special meeting of stockholders to vote on the proposed Merger at 9:00 a.m. Seattle time on August 29, 2008, at the offices of RR Donnelly, 999 Third Avenue, Suite 3201, Seattle, Washington 98104. Stockholders at the close of business on July 8, 2008, the record date, will be entitled to vote on the Merger.

Critical Accounting Policies and Estimates

We have based our discussion and analysis on our condensed and consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our critical accounting policies and estimates, including those related to revenue recognition, bad debts, intangible assets, restructuring, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

We derive our revenues primarily from three sources:

•

License revenues, which consist of perpetual and fixed term software license fees;

•

Maintenance revenues, which consist of fees for maintenance and support; and

•

Professional services revenues, which consist of fees for consulting and training.

We follow very specific and detailed guidelines, discussed in Note 2 of our condensed and consolidated financial statements, in recognizing and measuring revenues. The revenue recognition rules for software companies are complex and require our management to exercise judgment and make a number of estimates. For example, many of our contracts contain multiple element arrangements, which require us to make assumptions and judgments in order to allocate the total price among the various elements we must deliver, to determine whether vendor specific objective evidence of fair value exists for each element, to determine if undelivered elements are deemed essential, and to determine whether and when each element has been delivered. We also evaluate whether there is any material risk of customer non-payment or product returns. Deferred revenues are recognized over time as the applicable revenue recognition criteria are satisfied.

A change in any of these assumptions or judgments, which are made based upon all of the information available to us at the time, could cause a material increase or decrease in the amount of revenue that we report in a particular period.

Stock-Based Compensation Expense

On January 1, 2006, we adopted Statement of Financial Accounting Standards, or SFAS, No. 123 (revised 2004), Share-Based Payment , or SFAS 123R. SFAS 123R requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases under our employee stock purchase plan, based on estimated fair values. SFAS 123R supersedes our previous accounting under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees , for periods beginning in fiscal 2006. We have applied the provisions of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107, Share-Based Payment , in our adoption of SFAS 123R.

We adopted SFAS 123R using the modified prospective transition method, which requires the application of the accounting standard as of January 1, 2006, the first day of our fiscal year 2006. Accordingly, our consolidated financial statements reflect the impact of SFAS 123R as of and beginning on January 1, 2006.

Under the provisions of SFAS 123R, stock-based compensation cost is estimated at the grant date based on the fair-value of the award and is recognized as expense ratably over the requisite service period of the award. Determining the appropriate fair-value model and calculating the fair value of stock-based awards at the grant date requires considerable judgment, including estimating stock price volatility, expected option life and forfeiture rates. We develop our estimates based on historical data and market information, which can change significantly over time. A small change in the estimates used can have a relatively large change in the estimated valuation, and consequently, a material effect of the results of operations.

We calculate the fair value of our stock options granted to employees using the Black-Scholes valuation method, which requires us to make assumptions about risk-free interest rate, expected dividend, expected term (in years), expected volatility and weighted-average fair value. The risk-free interest rate used is based on the implied yield currently available in U.S. Treasury securities at maturity with an equivalent term. We have not declared or paid any dividends and do not currently expect to do so in the future. The expected term of options represents the period that our stock-based awards are expected to be outstanding and is determined based on historical weighted average holding periods and projected holding periods for the remaining unexercised shares. In determining the expected term of options, we consider the vesting schedules and other contractual terms of the awards and expectations of future employee behavior. Expected volatility is based on the annualized daily historical volatility plus implied volatility of our stock price, including consideration of the implied volatility and market prices of traded options for comparable entities within our industry.

Our determination of stock price volatility and option lives, both of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the life of the option, involve management’s best estimates. SFAS 123R also requires that we recognize compensation expense for only the portion of options expected to vest. Therefore, we applied an estimated forfeiture rate that we derived from historical employee termination behavior. If the actual number of forfeitures differs from our estimates, adjustments to compensation expense may be required in future periods.


	Three months ended June 30,				Six months ended June 30,
	2008		2007		2008		2007
Risk-free interest rate	2.91	%	4.89	%	1.81	%	4.57	%
Expected dividend yield	None		None		None		None
Expected life	3.75 years		3.50 years		3.73 years		3.69 years
Expected volatility	57.0	%	62.0	%	57.0	%	63.2	%

Income Taxes

We follow the asset and liability method of accounting for income taxes as set forth by SFAS No. 109, Accounting for Income Taxes , or SFAS 109, and the provisions of Financial Accounting Standards Board, or FASB, Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 , or FIN 48 . FIN 48 clarifies the accounting and disclosure for uncertainty in income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition, and clearly excludes income taxes from the scope of FASB Statement No. 5, Accounting for Contingencies .

We have adopted a policy of classifying interest and penalties associated with income tax matters as general and administrative expense (rather than to income tax expense) when incurred.

We have incurred net operating losses. We continue to maintain a valuation allowance for the full amount of the net deferred tax asset balance associated with our net operating losses because sufficient uncertainty exists regarding our ability to realize such tax assets in the future. There were no unrecognized tax benefits as June 30, 2008 or December 31, 2007.

Our tax returns for U.S. tax years 2004, 2005, 2006 and 2007 are subject to potential examination by the Internal Revenue Service. In addition, our tax returns for U.S. tax years 1993 to 2000 and tax year 2002 may be subject to examination by the Internal Revenue Service to the extent that we utilize the net operating loss carryforward from those years in our current or future year tax returns. In the United Kingdom and France, our tax returns for tax years 2006 and 2007 are subject to potential examination, while in Switzerland our returns for tax years from 1998 through 2007 are subject to potential examination. We are not currently under income tax examination by any tax jurisdiction.

Sales Taxes

During the ordinary course of business, there are many transactions for which the ultimate sales tax determination is uncertain. If necessary, we establish accruals for sales tax-related uncertainties based on estimates of whether, and to the extent which, additional sales taxes, interest, and penalties will be due. These accruals are adjusted in light of changing facts and circumstances, such as the closing of a sales tax audit, a change in the determination of whether we have a sufficient presence in a particular state such that we are required to register and collect and pay sales taxes in that jurisdiction, or the expiration of a relevant statute of limitations.

In addition to our judgments and use of estimates, there are inherent uncertainties surrounding taxes that could result in actual amounts that differ materially from our estimates. Accordingly, our actual sales tax obligation may exceed the estimate established at any point in time. Any changes in circumstances related to these contingencies could have a material effect on our financial condition, results of operations and cash flows.

Sales Returns

We provide an estimated reserve for return rights at the time of sale. We offer our customers a 30-day return policy on all of our products. Generally, refunds are provided to customers upon return to us of the complete product package, including all original materials and the CD-ROM or other media. Our provision for sales returns is estimated based on historical returns experience and our judgment of the likelihood of future returns.

Bad Debts

A considerable amount of judgment is required when we assess the ultimate realization of receivables, including assessing the aging of the amounts and reviewing the current creditworthiness of our customers. Customer creditworthiness is subject to many business and finance risks facing each customer and is subject to sudden changes.

Impairment of Goodwill and Other Long-Lived Assets

We evaluate goodwill arising from acquired businesses for potential impairment on an annual basis, using an October 1 measurement date. This evaluation requires significant judgment and estimation. In addition, throughout the year we consider whether there are impairment indicators that would require an immediate evaluation of impairment. Our judgments regarding the existence of impairment indicators are based on market conditions, operational performance of our acquired businesses, and various other factors. Future events could cause us to conclude that impairment indicators exist and that goodwill associated with our acquired business is impaired. Impairment losses, if any, will be charged to earnings in the period in which they are identified.

Contingencies

We are periodically engaged in various claims, legal proceedings or other circumstances arising in the ordinary course of business for which the outcome is not currently known. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of possible losses. A determination of the amount of reserves required, if any, for these contingencies are made after analysis of each individual matter. The required reserves, if any, may change in the future due to new developments in each matter or changes in approach.

Results of Operations

Revenues by Type

We have three classifications of revenue on our statement of income: software licenses, maintenance, and professional services and other. Revenues by type are as follows:


	Three Months Ended June 30,						Percent Increase (Decrease)		Six Months Ended June 30,						Percent Increase (Decrease)
	2008			2007			Percent Increase (Decrease)		2008			2007			Percent Increase (Decrease)
Revenues (in thousands):
Software licenses	$	1,703		$	1,718		(1	)%	$	3,378		$	3,761		(10	)%
Software maintenance		2,305			2,043		13	%		4,408			4,057		9	%
Professional services and other		1,382			1,758		(21	)%		2,489			3,886		(36	)%

Total	$	5,390		$	5,519		(2	)%	$	10,275		$	11,704		(12	)%

Revenues by type (as % of total revenues):
Software licenses		32	%		31	%				33	%		32	%
Software maintenance		43	%		37	%				43	%		35	%
Professional services and other		25	%		32	%				24	%		33	%

Total		100	%		100	%				100	%		100	%

Total Revenues

Total revenues for the three months ended June 30, 2008 were $5.4 million, representing a decrease of 2%, or $0.1 million, compared to the corresponding period of 2007. Total revenues for the six months ended June 30, 2008 were $10.3 million, representing a decrease of 12%, or $1.4 million, compared to the corresponding period of 2007. We believe this decrease resulted from the following factors:

•

We experienced significant turnover in our sales force in the third and fourth quarters of 2007, continuing into the first and second quarters of 2008. Two sales vice presidents, one for North America and one for Europe, resigned in the fourth quarter of 2007 and were replaced by one worldwide vice president of field operations in the first quarter of 2008. This transition and significant turnover at the sales representative level over the past four quarters harmed, and continues to harm, our ability to generate sales.

•

Our business in the financial services market has declined, especially in the United States. In addition to being affected by the sales turnover described above, we believe our ability to sell to financial services customers continued to be harmed by the sub-prime mortgage crisis and other turmoil in the financial services market, especially in the United States. We continued to do strong business with our large European financial services customer, but we did not generate the revenue from new financial services customers that we had anticipated.

•

The sales cycles for transactions that involve large scale deployments have been taking 6 to 12 months, and shifting our focus to larger, more complex enterprise sales is lengthening our sales cycles even further. We closed fewer large solutions deals in the first and second quarters of 2008, compared to the first and second quarters of 2007, and as a result generated $1.4 million less in professional services revenue for the six months ended June 30, 2008 as compared to the corresponding period of 2007.

•

Our business of selling desktop S-PLUS software for use by individual statisticians continued to decline, impacted by the soft economy and increased competition from R. We believe that R has made, and will continue to make, inroads in many organizations, especially at the desktop level.

Software License Revenues

Software license revenues consist principally of fees generated from granting rights to use our software products under both perpetual and fixed-term license agreements.

Total software license revenues decreased by 1%, or $15,000, during the three months ended June 30, 2008, and by 10% or $0.4 million, during the six months ended June 30, 2008, as compared to the corresponding periods of 2007. These decreases were driven by decreases in our Domestic license revenues, which decreased by 6%, or $0.1 million, during the three months ended June 30, 2008, and by 19%, or $0.4 million, during the six months ended June 30, 2008, as compared to the corresponding periods of 2007. These decreases were a result of the factors described in Total Revenues above.

Software Maintenance Revenue

We provide product updates and customer support services under maintenance agreements. Maintenance and support is included as part of our annual subscription-based licenses. For products under perpetual licenses, software maintenance is generally included in the initial purchase and the related revenue is typically recognized as maintenance revenue ratably over the initial contractual maintenance period, which is generally one year following the initial product sale. Maintenance renewals are optional, and are also recognized ratably over the contractual maintenance renewal period, which is generally one year following the renewal sale. Maintenance services are generally priced based on a percentage of the current list price, or net license fees paid, of the related licensed software products.

Software maintenance revenues increased by 13%, or $0.3 million, during the three months ended June 30, 2008, and by 9%, or $0.4 million, during the six months ended June 30, 2008, as compared to the corresponding periods in 2007. These increases reflect increases in both our Domestic and International maintenance revenues during the corresponding periods, and were driven by increases in our maintenance renewal rates during the first six months of 2008 as compared to the corresponding period of 2007 as well as successful efforts to bring back customers who had previously allowed their maintenance to lapse.

Professional Services and Other Revenues

Professional services and other revenues are generated from performing consulting and training activities.

Professional services and other revenues decreased by 21%, or $0.4 million, during the three months ended June 30, 2008, and by 36%, or $1.4 million, during the six months ended June 30, 2008, as compared to the corresponding periods of 2007. The decrease during the three months ended June 30, 2008 reflects a decrease in our Domestic segment of 63%, or $0.4 million, as compared to the corresponding period of 2007. The decrease during the six months ended June 30, 2008 reflects a

decrease in our Domestic segment of 66%, or $0.8 million, and a decrease in our International segment of 21%, or $0.6 million, as compared to the corresponding period of 2007. These decreases in our professional services and other revenues were a result of the factors described in Total Revenues above, as well as a decrease in the amount of consulting work performed for our largest customer, an international financial services firm.

Professional services revenues from this international financial services firm accounted for 55% and 62% of our total professional services revenues during the three and six months ended June, 2008, compared to 45% and 46% for the corresponding periods of 2007. Although professional services revenues from this customer made up a larger percentage of our total professional services revenues during the first two quarters of 2008 as compared to 2007, the actual dollar amount generated in professional services revenues from this customer remained flat at $0.8 million during the three months ended June 30, 2008 and decreased from $1.8 million to $1.5 million during the six months ended June 30, 2008, compared to the corresponding periods of 2007. This decrease resulted from the fact that we have substantially completed delivering the initial custom software platforms to this customer, and are now providing more consulting services support and developing and delivering add-on functionality as needed. We expect this customer to continue to account for a substantial proportion of our professional services and other revenues for the remainder of 2008.

Revenues by Segment and Geography

We report results in two segments: Domestic and International. Our Domestic segment includes the United States and Canada. We have international business operations primarily in Europe and sales activities in other parts of the world. Revenues by segment and geography are as follows:


	Three Months Ended June 30,						Percent Increase (Decrease)		Six Months Ended June 30,						Percent Increase (Decrease)
	2008			2007			Percent Increase (Decrease)		2008			2007			Percent Increase (Decrease)
Revenues (in thousands):
Domestic	$	2,517		$	2,899		(13	)%	$	4,766		$	5,992		(20	)%
International		2,873			2,620		10	%		5,509			5,712		(4	)%

Total	$	5,390		$	5,519		(2	%)	$	10,275		$	11,704		(12	)%

Revenues (as % of total revenues):
Domestic		47	%		53	%				46	%		51	%
International		53	%		47	%				54	%		49	%

Total		100	%		100	%				100	%		100	%

Domestic Revenues

Domestic revenues decreased by 13%, or $0.4 million, during the three months ended June 30, 2008, and by 20%, or $1.2 million, in the six months ended June 30, 2008, as compared to the corresponding periods of 2007. The decrease in the three months ended June 30, 2008 reflects a decrease of 6%, or $0.5 million, in Domestic software license revenues, and a decrease of 63%, or $0.4 million, in Domestic professional services revenues, offset by an increase of 4%, or $0.1 million, in Domestic maintenance revenues. The decrease in the six months ended June 30, 2008 reflects a decrease of 19%, or $0.4 million, in Domestic software license revenues, a decrease of 66%, or $0.8 million, in Domestic professional services revenues, and an increase of $10,000, in Domestic maintenance revenues. These decreases in Domestic software license and professional services revenues during the three and six months ended 2008, as compared to the corresponding periods in 2007, were a result of the factors described in Total Revenues above.

International Revenues

International revenues increased by 10%, or $0.3 million, during the three months ended June 30, 2008, as compared to the corresponding period of 2007. The increase reflects an increase of 5%, or $38,000, in International software license revenues, an increase of 29%, or $0.2 million in International maintenance revenues, and an increase of 1%, or $8,000, in International professional services revenues. The significant increase in International maintenance revenues resulted from an increase in our International maintenance renewal rates over the corresponding period in 2007 as well as successful efforts to bring back customers who had previously allowed their maintenance to lapse.

International revenues decreased by 4%, or $0.2 million, during the six months ended June 30, 2008, as compared to the corresponding period of 2007. The decrease reflects a decrease of 21%, or $0.6 million, in International professional services revenues, offset by increases of 24%, or $0.3 million, in International maintenance revenues and 1%, or $13,000, in

International software license revenues. The significant decrease in our International professional services revenues resulted from the factors described in Total Revenues above, as well as performing less consulting work for the international financial services customer as described in Total Professional Services and Other Revenues above. The significant increase in International maintenance revenues resulted from an increase in our International maintenance renewal rates over the corresponding period of 2007 as well as successful efforts to bring back customers who had previously allowed their maintenance to lapse.

Cost of Revenues


	Three Months Ended June 30,						Increase (Decrease)		Six Months Ended June 30,						Increase (Decrease)
	2008			2007			Increase (Decrease)		2008			2007			Increase (Decrease)
Cost of revenues (in thousands):
Software-related	$	256		$	242		6	%	$	510		$	604		(16	)%
Professional services and other		1,007			1,276		(21	)%		1,848			2,744		(33	)%

Total	$	1,263		$	1,518		(17	)%	$	2,358		$	3,348		(30	)%

Cost of software-related revenues as a % of software-related revenues		6	%		6	%				7	%		8	%
Cost of professional services and other revenues as a % of professional services and other revenues		73	%		73	%				74	%		71	%

Total cost of revenues as a percentage of total revenues		23	%		27	%				23	%		29	%

Cost of Software-Related Revenues

Cost of software-related revenues consists of royalties for third-party software, product media, product duplication, manuals, amortization of certain acquired technology costs, and maintenance and technical support costs. Technical support costs consist primarily of the following:

•

Direct headcount-related costs, such as salaries, stock-based compensation expense and direct employee benefits;

•

Indirect headcount-related costs, such as recruiting fees, employee travel costs, office supplies, and headcount-based allocation of facilities, information technology, and human resource costs; and

•

Temporary labor and consulting costs.

During the three months ended June 30, 2008, as compared to the corresponding period of 2007, the cost of software-related revenues increased in absolute dollars by 6%, or $15,000, and remained flat as a percentage of software-related revenues. During the six months ended June 30, 2008, as compared to the corresponding period of 2007, the cost of software-related revenues decreased in absolute dollars by 16%, or $94,000, and decreased as a percentage of software-related revenues by one percentage point. These decreases were due to a decrease in direct materials costs resulting from a corresponding decrease in sales and a decrease in amortization expense related to the final amortization in January 2007 of the S programming language purchased from Lucent Technologies Inc. in January 2004.

Cost of software-related revenues fluctuates from period to period depending on the mix and level of revenues, and depending on whether a particular quarter includes the costs, such as materials and distribution costs, of a license upgrade to existing maintenance customers. Significant components of software-related costs of revenues are fixed, such as the costs associated with providing technical support.

Cost of Professional Services and Other Revenues

Cost of professional services and other revenues consist primarily of the following:

•

Direct headcount-related costs, such as salaries and variable pay, stock-based compensation expense and direct employee benefits;

•

Indirect headcount-related costs, such as recruiting fees, employee travel costs, office supplies, and headcount-based allocation of facilities, information technology, and human resource costs; and

•

Temporary labor and consulting costs, including costs related to training.

The cost of professional services and other revenues decreased in absolute dollars by 21%, or $0.3 million, during the three months ended June 30, 2008, and by 33%, or $0.9 million, during the six months ended June 30, 2008, as compared to the corresponding periods of 2007. The decrease in absolute dollars reflects a reduction in the headcount in our European consulting organization during the third quarter of 2007 and reduction in the headcount in our Domestic consulting organization during the fourth quarter of 2007. These headcount reductions were made in order to bring our consulting capacity in line with our revenue levels.

The cost of professional services and other revenues as a percentage of total professional services and other revenues remained flat during the three months ended June 30, 2008, and increased by three percentage points during the six months ended June 30, 2008, as compared to the corresponding periods of 2007. The increase in the cost of professional services and other revenues as a percentage of professional services and other revenues resulted from the fact that a portion of our costs of professional services and other revenues are relatively fixed in the short term. As a result, the decrease in those costs was not as great or as rapid as the decrease in revenues. In addition, because of our reduced professional services engagements, utilization of our consulting staff was lower in the six months ended June 30, 2008 than in the corresponding period of 2007.

The costs of professional services and other revenues as a percent of revenues, and gross margins, can fluctuate from quarter to quarter and year to year, based primarily on the utilization levels of our consultants, the profitability of our consulting contracts, and our consulting revenue levels.

Operating Expenses

Through the first half of 2007, we hired personnel in all areas of our business, as well as domestically and internationally. This hiring was predicated on the belief that, as we invested in our business, we would generate enough revenues to maintain an appropriate level of operating income or loss. The expected revenue levels did not materialize and our loss levels became too great. Consequently, during the fourth quarter of 2007, we enacted a plan to decrease our ongoing cost structure. The plan included an immediate workforce reduction, with the largest reductions in research and development. Headcount reductions as part of this initiative, together with other voluntary and involuntary employee terminations throughout the company, resulted in a decrease in total worldwide employee headcount from 152 employees at September 30, 2007 to 103 employees at June 30, 2008. In addition to lower personnel-related costs going forward, the reduced headcount enabled us to partially consolidate leased space and decrease our ongoing rent expense.

Sales and Marketing


	Three months ended June 30,						Percent Increase (Decrease)		Six months ended June 30,						Percent Increase (Decrease)
	2008			2007			Percent Increase (Decrease)		2008			2007			Percent Increase (Decrease)
Sales and marketing expenses (in thousands)	$	1,944		$	2,753		(29	)%	$	3,958		$	5,398		(27	)%
Sales and marketing expenses (as percentage of total revenues)		36	%		50	%				39	%		46	%

Sales and marketing expenses consist primarily of the following:

•

Direct headcount-related costs, such as salaries and variable pay, stock-based compensation expense, and direct employee benefits;

•

Indirect headcount-related costs, such as recruiting fees, employee travel costs, office supplies, and headcount-based allocation of facilities, information technology, and human resource costs;

•

Temporary labor and consulting costs; and

•

Promotional activities, such as the costs of advertising and trade shows.

Total sales and marketing expenses decreased in absolute dollars by 29%, or $0.8 million, during the three months ended June 30, 2008, and by 27%, or $1.4 million, during the six months ended June 30, 2008, as compared to the corresponding periods of 2007. Total sales and marketing expenses decreased as a percentage of total revenues by four and seven percentage points during the three and six months ended June 30, 2008, as compared to the corresponding periods of 2007. These decreases were primarily due to decreases in direct and indirect headcount-related costs resulting from the headcount reductions discussed in Operating Expenses above, and to a smaller degree, to a reduction in costs associated with promotional activities, such as the costs of advertising and trade shows.

Research and Development, Net


	Three Months Ended June 30,						Percent Increase (Decrease)		Six Months Ended June 30,						Percent Increase (Decrease)
	2008			2007			Percent Increase (Decrease)		2008			2007			Percent Increase (Decrease)
Research and development (in thousands):
Research and development	$	1,144		$	2,054		(44	)%	$	2,437		$	4,054		(40	)%
Less - funded research		(250	)		(511	)	(51	)%		(611	)		(1,017	)	(40	)%

Research and development, net	$	894		$	1,543		(42	)%	$	1,826		$	3,037		(40	)%

Research and development (as percentage of total revenues):
Research and development		21	%		37	%				24	%		35	%
Less - funded research		(5	)%		(9	)%				(6	)%		(9	)%

Research and development, net		17	%		28	%				18	%		26	%

Research and development expenses consist primarily of the following:

•

Direct headcount-related costs, such as salaries and variable pay, stock-based compensation expense and direct employee benefits;

•

Indirect headcount-related costs, such as recruiting fees, employee travel costs, office supplies, and headcount-based allocation of facilities, information technology, and human resource costs; and

•

Temporary labor and consulting costs.

Our research and development is split into two teams: Research and Development. The Research team is generally focused on performing work relating to government research grants and contracts, which in the longer term may result in intellectual property that could have commercial application and be deployed into future commercial software products. The Development team is generally focused on developing software that is intended to be deployed in the near future. Funded research amounts result from fees generated from research work performed under government grants and contracts, which fees are netted against total research and development costs.

Gross research and development expenses.

Gross research and development expenses decreased in absolute dollars by 44%, or $0.9 million, during the three months ended June 30, 2008, and by 40%, or $1.6 million, during the six months ended June 30, 2008, as compared to the corresponding periods of 2007. Gross research and development expenses decreased as a percentage of total revenues by sixteen and eleven percentage points during the three and six months ended June 30, 2008, as compared to the corresponding periods of 2007. These decreases were primarily due to decreases in direct and indirect headcount-related costs resulting from the headcount reductions discussed in Operating Expenses above, as well as a reduction of R&D headcount and related costs resulting from the sale of our InFact technology in the third quarter of 2007. We also had a reduction in the use of outsourced development contractors.

Funded research.

Funded research is recorded as an offset to research and development expense in our income statement. Funded research decreased in absolute dollars by 51%, or $0.3 million, during the three months ended June 30, 2008, and by 40%, or $0.4 million, during the six months ended June 30, 2008, as compared to the corresponding periods of 2007. Funded research decreased as a percentage of total revenues by four and three percentage points during the three and six months ended June 30, 2008, as compared to the corresponding periods of 2007. These decreases were a result of a fewer personnel available to perform funded research activities, as a result of several billable research employees moving to our data analysis product group in 2007 and several others leaving the company in 2007 and 2008.

Research and development, net.

Total net research and development expenses decreased in absolute dollars by 42%, or $0.6 million, during the three months ended June 30, 2008, and by 40%, or $1.2 million, during the six months ended June 30, 2008, as compared to the corresponding periods of 2007. These decreases occurred for the reasons described above.

General and Administrative


	Three Months Ended June 30,						Percent Increase		Six Months Ended June 30,						Percent Increase
	2008			2007			Percent Increase		2008			2007			Percent Increase
General and administrative (in thousands)	$	1,929		$	1,123		72	%	$	3,256		$	2,550		28	%
General and administrative (as percentage of revenues)		36	%		20	%	—			32	%		22	%	2	%

General and administrative expenses consist primarily of the following costs associated with finance, accounting, legal, corporate governance, investor relations and administration, including the office of the chief executive officer and the board of directors:

•

Direct headcount-related costs, such as salaries and variable pay, stock-based compensation expense and direct employee benefits;

•

General corporate costs, such as audit fees, legal fees, operating taxes and licenses, and fees associated with compliance with various government regulations;

•

Indirect headcount-related costs, such as recruiting fees, employee travel costs, office supplies, and headcount-based allocation of facilities, information technology, and human resource costs; and

•

Temporary labor and consulting costs.

General and administrative expenses increased in absolute dollars by 72%, or $0.8 million, during the three months ended June 30, 2008, and by 28%, or $0.7 million, during the six months ended June 30, 2008, as compared to the corresponding periods of 2007. General and administrative expenses increased as a percentage of total revenues by sixteen and ten percentage points during the three and six months ended June 30, 2008, as compared to the corresponding periods of 2007. These increases were a result of costs incurred related to the planned Merger described above in “Description of Our Business.” For the three months ended June 30, 2008, these Merger-related costs were approximately $0.8 million, which consisted of $0.3 million in investment banking fees and $0.5 million in legal related fees. For the six months ended June 30, 2008, these Merger-related costs were approximately $0.9 million, which consisted of the $0.8 million incurred in the second quarter of 2008 and an additional in $0.1 million in investment banking fees incurred in the first quarter of 2008.

Total to date as of June 30, 2008, we have incurred approximately $1.0 million in Merger-related costs and have recorded these costs to general and administrative expenses as incurred. The $1.0 million includes the $0.9 million described above, and $0.1 million of initial investment banker fees that were incurred and recorded in the fourth quarter of 2007.

As a result of an agreement previously executed with our investment banking firm related to the planned Merger, if and when the Merger is consummated we will owe an additional $0.5 million in investment banking fees. Such additional fees, if paid, will be recorded to general and administrative expense when incurred. Since June 30, 2008, we have incurred, and will continue to incur, legal costs related to the planned Merger, and we will record these costs to general and administrative expense as incurred.

Other Income (Expense)

Other income (expense) consists of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Interest income	$	74	$	131	$	170	$	259
Trademark royalty fees		60		—		60		—
Foreign exchange transaction gains (losses)		9		40		41		43

	$	143	$	171	$	271	$	302

Interest income. The decrease in interest income during the three and six months ended June 30, 2008, as compared to the corresponding period of 2007, resulted from a general decline in market returns for short- to medium-term investments and from investing a smaller portion of our cash reserves into higher-yielding instruments.

Trademark royalty fees. In March 2008, we entered into an agreement with a third party granting it an exclusive license right to use one of our trademarks in return for annual fees of $200,000, paid in advance, for a minimum of three years, renewable each year thereafter for additional annual fees of $200,000 paid in advance. As part of the agreement, we maintained our rights to continue using this trademark. We are ratably amortizing to other income the annual fees over each 12 month period of the term.

Foreign exchange transaction gains (losses). Foreign exchange transaction gains and losses result from changes in exchange rates on transactions denominated and/or settled in currencies other than that of an entity’s functional currency. This includes the effect that foreign exchange rate fluctuations have on intercompany amounts due from one of our international subsidiaries to our U.S. parent company, or to our other international subsidiaries, that are expected to be settled within the foreseeable future. Foreign currency gains or losses resulting from intercompany amounts due from one of our international subsidiaries to the U.S. parent company, or to our other international subsidiaries, that are not expected to be settled within the foreseeable future are included in stockholders’ equity in Other Comprehensive Income (Loss) during the period in which the exchange rates fluctuate.

We incurred foreign exchange transaction gains of $9,000 and $41,000 during the three and six months ended June 30, 2008, respectively, and $40,000 and $43,000 during the three and six months ended June 30, 2007, respectively. These gains were due to changes in foreign currency exchange rates and changes in the relative strength of the U.S. dollar and the effect these changes have on the carrying amounts of U.S. dollar-denominated intercompany operating loans due from our international subsidiaries to the U.S. parent company that are expected to be settled within the foreseeable future, the U.S. dollar-denominated cash equivalents held by an international subsidiary, and the relative balance between the U.S. dollar-denominated intercompany loans and cash equivalents.

Because we are subject to foreign currency exchange rate fluctuations, and because such fluctuations are part of the global economic environment, we expect foreign currency gains and losses to continue to fluctuate in future quarters and years.

Income Tax Benefit (Expense)

Income tax expense for the six months ended June 30, 2008 was minor and changed only slightly as compared to the corresponding period of 2007. Changes in income tax expense and benefit from period to period are attributed primarily to relative changes in the mix of operating income and loss generated in the various tax jurisdictions in which we operate.

Liquidity and Capital Resources

Cash, cash equivalents, and short and long-term investments increased from $11.0 million at December 31, 2007 to $11.5 million at June 30, 2008. This increase was due to collections made on our accounts receivables balances, which were $1.0 million greater at December 31, 2007 than they were at June 30, 2008. This increase in collections and the related decrease in our accounts receivables balance reflect the fact that our software maintenance renewals are typically greatest in the fourth quarter, and the bulk of the subsequent collections (receivables) on these fourth quarter renewals occur from January through March.

Our working capital increased from $5.2 million at December 31, 2007 to $6.0 million at June 30, 2008. This increase was primarily due to $0.9 million in maturities on our long-term investments being invested into short-term investments.

Cash Flows

We generated $0.5 million in cash from operating activities during the six months ended June 30, 2008, compared to generating $0.4 million during the corresponding period in 2007. The increase of $0.1 million in operating cash inflows is primarily due to a decrease in the net loss incurred over the same comparable periods, offset by the $0.4 million in investment banking fees paid during the six months ended June 30, 2008 relating to the planned Merger.

The difference between our net loss and our operating cash inflow or outflow is attributable to non-cash expenses included in net loss and changes in operating assets and liabilities, as presented below (in thousands):


	Six months ended June 30,
	2008			2007
Net loss	$	(872	)	$	(2,350	)
Add: non-cash expenses		660			944
Adjust for: changes in operating assets and liabilities		746			1,780

Net cash provided by operating activities	$	534		$	374

Non-cash expenses consist of the amortization of intangible assets, depreciation and amortization of property and equipment, and stock-based compensation charges.

Investing activities resulted in a net cash outflow of $1.8 million for the six months ended June 30, 2008, compared to an outflow of $1.1 million for the corresponding period of 2007. This increase of $0.7 million in cash used by investing activities was due primarily to an increase in the portion of our cash reserves that were invested in short- and long-term investments during the six months ended June 30, 2008, as compared to the corresponding period of 2007.

Cash generated from financing activities decreased from $0.2 million during the six months ended June 30, 2007 to $0.1 million during the corresponding period of 2008. This decrease resulted from fewer proceeds received from the exercise of employee stock options during the six months ended June 30, 2008, as compared to the corresponding period of 2007.

Sources of Liquidity

At June 30, 2008, our principal sources of liquidity consisted of cash, cash equivalents, and short and long-term investments totaling $11.5 million in the aggregate. Our principal liquidity needs are financing of accounts receivable, capital assets, strategic investments, and operations, as well as flexibility in a dynamic and competitive operating environment.

We believe that our existing cash and cash equivalents will be sufficient to meet our financial obligations for the foreseeable future. However, if for whatever reason we were to need to raise additional funds through public or private equity financing or from other sources in order to fund our operations, we may be unable to obtain it on favorable terms, if at all. If the proposed Merger is not completed, our ability to obtain such funding may be negatively affected if sources of financing believe that the failure of the Merger to be completed affects our business prospects.

Commitments

As of June 30, 2008, our contractual commitments associated with operating leases, primarily for our office space in Seattle, Washington and other domestic and international locations, as well as equipment leases and financing, are as follows (in thousands):


	2008		2009		2010		2011		Total
Operating lease obligations	$	555	$	1,036	$	664	$	17	$	2,272
Third party consulting support agreements		130		163		—		—	$	293

Total commitments	$	685	$	1,199	$	664	$	17	$	2,565

Rent expense under our operating leases was $289,000 and $245,000 for the three months ended June 30, 2008 and 2007, and $572,000 and $481,000 for the six months ended June 30, 2008, respectively.

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the Exchange Act. These rules refer to the controls and other procedures of a company that are designed to ensure that the information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our Exchange Act reports is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and our chief financial officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and they have concluded that, as of that date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. These rules refer to the controls and other procedures of a company that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There were no changes in our internal control over financial reporting during the three and six months ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A.

RISK FACTORS

In addition to the other information contained in this report, you should carefully read and consider the following risk factors. If any of these risks is actually realized, our business, financial condition or operating results could be adversely affected and the trading price of our common stock could decline.

Our business and results of operations are likely to be affected by our proposed acquisition by TIBCO Software, Inc.

On June 19, 2008, we, TIBCO Software Inc., or TIBCO, and Mineral Acquisition Corporation, a wholly owned subsidiary of TIBCO, entered into an Agreement and Plan of Merger, or the Merger Agreement, under which Insightful will become a wholly owned subsidiary of TIBCO, or the Merger. Activities relating to the proposed Merger and related uncertainties could divert our management’s and our employees’ attention from our day-to-day business, cause disruptions among our relationships with customers and business partners, cause employees to seek alternative employment, all of which could detract from our ability to grow revenue and minimize costs. In addition, the announcement of the proposed Merger and related uncertainties may cause prospective customers to delay or forego entering into software or services engagements with us, and we may be disadvantaged in our attempts to attract and retain personnel. We will also pay significant costs related to the Merger, including the fees and expenses of our legal and financial advisors, even if the Merger is not completed.

If the conditions to the proposed Merger set forth in the merger agreement are not met, the Merger may not occur.

The consummation of the Merger is subject to the conditions set forth in the Merger Agreement, including approval of the Merger Agreement by our stockholders, the requirement that less than 10% of our issued and outstanding shares exercise their appraisal rights under the Delaware General Corporation Law, and other customary closing conditions. These conditions are set forth in detail in the merger agreement, which was attached as an exhibit to our current report on Form 8-K filed with the Securities and Exchange Commission, or SEC, on June 19, 2008. We cannot assure you that each of the conditions will be satisfied. If the conditions are not satisfied or waived, the proposed Merger will not occur or will be delayed, and we may lose some or all of the benefits of the proposed Merger.

If we fail to complete the Merger, our future business and operations would be harmed.

If the proposed merger with TIBCO is not completed, we could suffer a number of consequences that could harm our business, operating results of operations and stock price, and could potentially cause our business to fail, including the following:

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activities relating to the proposed Merger and related uncertainties may lead to a loss of revenue and progress with existing and potential customers and corporate partners that we may not be able to regain if the proposed Merger does not occur;

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the market price of our common stock could significantly decline following an announcement that the proposed Merger has been abandoned;

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we may be required in specific circumstances to pay a termination fee of up to $1.25 million to TIBCO;

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we would remain liable for our costs related to the proposed Merger;

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we may be unable to continue our present level of operations and therefore would have to scale back our present level of business and consider additional reductions in force;

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if we were to need to raise additional funds in order to fund our operations, our ability to obtain such funding may be negatively affected if potential sources of financing believe that the failure of the Merger to be completed affects our business prospects;

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we may be unable to take advantage of alternative business opportunities or effectively respond to competitive pressures; and

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our board of directors may not be able to find another partner willing to pay an equivalent or more attractive price for another merger or business combination than that which would have been paid by TIBCO.

In connection with the proposed Merger, we filed a definitive proxy statement with the SEC in connection with the special meeting of stockholders that we will hold on August 29, 2008 for the stockholders to vote on and adopt the Merger Agreement. We urge all of our stockholders to read this proxy statement and any other relevant documents filed with the SEC because they contain important information about us, TIBCO and the proposed Merger, risks relating to the proposed Merger and related matters.

We have incurred losses in past periods and have incurred losses in recent periods, and may not achieve or sustain profitability.

We posted net losses for each fiscal quarter from the fourth quarter of 2001 through the third quarter of 2003, for the first and second quarters of 2006, for the first, second and fourth quarters of 2007, and for the first two quarters of 2008. We achieved only small profits for the third and fourth quarters of 2006, and we achieved a profit for the third quarter of 2007 only because we recorded a $3.5 million gain on the sale of our InFact technology and related intellectual property. As of June 30, 2008, we had an accumulated deficit of $28.8 million. We may experience additional losses and negative cash flows in the near term, even if revenues from our products and services grow. Our revenues declined significantly during the six months ended June 30, 2008, as compared to the corresponding period in the prior year, and they may not stabilize or grow in the future. Regardless of our revenues, we may not achieve or sustain profitability in future periods.

Our operating results fluctuate and could fall below our expectations and those of securities analysts and investors, resulting in a decrease in our stock price.

Our operating results have varied widely in the past, and we expect that they could continue to fluctuate in the future. Our stock price could decrease if our operating results for a particular quarter or year fall below our expectations or those of securities analysts and investors. Because we cannot predict our revenues and expenses with certainty, our expectations of future profits or losses may differ from actual results. It is particularly difficult to predict the timing or amount of our license revenues because:

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our sales cycles are variable and growing longer, typically ranging between one and twelve months (or even longer for large transactions) from our initial contact with a current or potential customer;

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a substantial portion of our sales are completed at the end of the quarter and, as a result, a substantial portion of our license revenues are recognized in the last days of a quarter;

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the amount of unfulfilled orders for our products is typically small; and

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delay of new product releases can result in a customer’s decision to delay execution of a contract or, for contracts that include the new release as an element of the contract, will result in deferral of revenue recognition until such release.

Even though our revenues are difficult to predict with certainty, we base our decisions regarding many of our operating expenses on anticipated revenue trends. Many of our expenses are relatively fixed, and we cannot quickly reduce spending if our revenues are lower than expected. As a result, revenue shortfalls could result in significantly lower income or greater loss than anticipated for any given period, which could result in a decrease in our stock price.

The revenue recognition rules for software companies are complex and require us to exercise judgment and make a number of estimates. If we were to change any of these assumptions or judgments, which are made based on the information available to us at the time, the amount of revenue that we report in a particular period could materially increase or decrease.

One large customer accounts for a significant proportion of our revenues. The unexpected loss of this customer or one or more significant projects for this customer would affect our operating results and could cause a decline in our stock price.

We perform consulting projects primarily on a time-and-materials basis, under which a customer may order us to cease work at any time. When the magnitude of any such project or a number of projects for a particular customer requires us to allocate a significant portion of our consulting time to the customer during a reporting period, the unplanned or untimely cessation of the project(s), or the failure of the customer to engage us for additional anticipated projects, would create a shortfall in revenues that would result in a negative impact on operating results. We are currently engaged with one international financial services customer that accounted for 11% of total revenues during 2006, 15% during 2007, and 16% during the six months ended June 30, 2008, and we expect this customer to continue to account for a substantial proportion of our revenues during the reminder of 2008. We have allocated resources to this customer that have limited, and may continue to limit, our ability to pursue other opportunities. If we cease work on this customer (or other significant customers) earlier than planned, or if they engage us for fewer consulting projects than we anticipate, we would suffer significant reductions in our expected level of revenue and profit margins, and we would continue to bear the generally fixed costs associated with our professional services staff. This would have a negative impact on our operating results.

Market acceptance of R, the open source alternative to our proprietary S-PLUS software, poses a threat to our future operating results.

Our business model has been based upon customers agreeing to pay a fee to license software that we develop and distribute. In recent years, the open-source, non-commercial software model has presented a growing challenge to the commercial software model. Under this non-commercial software model, open source software is produced by loosely associated groups of unpaid programmers and made available for license to end users without charge. Some open source software is distributed at nominal cost by companies that earn revenue on complementary services and products, without having to bear the full costs of research and development for the open-source software. The most notable example of open source software is the Linux operating system, which has presented a competitive challenge to leading vendors of proprietary operating systems such as Windows. In the predictive analytics market, we face similar challenges because of the availability of R, an open source implementation of the S language that forms the core of our S-PLUS product. The information technology departments of some of our potential customers are developing data analysis solutions using R, and some companies are distributing R and offering complementary products and services for R. While we believe our products provide customers with significant advantages, the popularization of R continues to pose a significant challenge to our business model. To the extent that products utilizing the R language gain increasing market acceptance, sales of our S-PLUS products may decline, we may have to reduce the prices we charge for our products, and revenues and operating margins may consequently decline.

We rely primarily on a single product family, and if customers do not purchase the S-PLUS product family and continue to renew maintenance or license subscriptions, our revenues and operating results will be adversely affected.

Our S-PLUS product and add-on modules account for the substantial majority of our license revenues. Other products have not contributed consistently to our revenues. We expect license and maintenance revenues from the S-PLUS product family to continue to account for the substantial majority of our revenues in the near future. As a result, factors adversely affecting the pricing of or demand for the S-PLUS product family, such as competition or technological change, could dramatically affect our operating results. If we are unable to successfully deploy current versions of the S-PLUS product family and to develop, introduce and establish customer acceptance of new and enhanced versions of S-PLUS products, our revenues and operating results will be adversely affected. For example, if our recently released S-PLUS 8.0 Enterprise Developer, S-PLUS 8.0 Enterprise Server or Insightful Clinical Graphics products fail to meet customer expectations, our revenues would be lower than expected and our operating results would be harmed. In addition, if we are unable to maintain the expected level of renewals for maintenance or license subscriptions on our S-PLUS products or if we are unable to generate new license revenue bookings to make up for the maintenance customers that do not renew their maintenance contracts with us each quarter, then we may be unable to maintain or increase our future maintenance revenue streams generated by our products.

If we do not attract and retain key employees and management, our ability to execute our business strategy will be limited.

Our future performance will depend largely on the efforts and abilities of our key personnel, including but not limited to technical and sales personnel. Our ability to execute our business strategy will depend on our ability to recruit personnel and retain our existing personnel, including executive management. Because our key employees are not obligated to continue their employment with us, they could leave at any time. Departures of, or failure to recruit and retain replacements of, key executives and other employees could harm our reputation and our ability to execute our business strategy and generate revenues. We have recently experienced the loss of key employees and management. For example, in the second half of 2007 and into the first quarter of 2008 we experienced significant turnover and disruption in our sales organization, including the

loss of our vice president of Europe and our vice president of North American sales. The loss of these employees, many of whom have not been replaced, harmed our ability to generate revenues in the third and fourth quarters of 2007 and the first two quarters of 2008. We expect these losses to continue to harm our operating results throughout 2008, as we hire, train and integrate our new management and new personnel. In addition, we have recently experienced significant turnover in our research and development organization, from both the reduction in personnel that we implemented in the fourth quarter of 2007 and from subsequent voluntary departures. These reductions in research and development personnel, and any failure to attract and retain additional personnel when needed, could harm our ability to develop and introduce new products and enhancements successfully or in a timely manner. Due to competition for qualified employees, we may have difficulty recruiting personnel with appropriate skills, and we may be required to increase the level of compensation paid to existing and new employees, which could materially increase our operating expenses.

In addition, our ability to attract and retain employees may be adversely affected by the market price of our common stock, which has fluctuated widely in the past and has trended generally downwards over the last two years. Consequently, potential employees may perceive our equity incentives, such as stock options, as less attractive, and current employees whose options are no longer priced below market value may choose not to remain employed by us.

Our reduction in force may harm our business.

In order to decrease our ongoing cost structure, we have decreased our headcount through voluntary and involuntary employee terminations throughout the company. Our employee headcount decreased from 152 employees at September 30, 2007 103 employees at June 30, 2008. These headcount reductions have occurred in all areas and regions of our business. This reduction in work force may impact our ability to generate revenues. For example, if the anticipated negative effects of headcount reductions on our research and development programs are greater than or different than we anticipated, our ability to timely and successfully develop new products or product enhancements could be harmed. In addition, our reduction in force may yield unanticipated consequences, such as attrition beyond our planned reductions, and we may encounter difficulty in managing our business as a result.

If we are unable to introduce new products and services successfully and in a timely and cost-effective manner, our operating results will be harmed.

The business software market is characterized by rapid change due to changing customer needs, rapid technological developments and advances introduced by competitors. Changing business needs of current and potential customers create opportunities for new product and service offerings from us and our competitors. Existing products can become obsolete and unmarketable when products using new technologies are introduced and new industry standards emerge. New technologies, including the rapid growth of the Internet and commercial acceptance of open source software such as R, could result in changes in the way software is sold or delivered. In addition, we may need to modify our products when third parties change software that we integrate into our products. As a result, the life cycles of our products are difficult to estimate.

To be successful, we must continue to enhance our current product line for both desktop and enterprise products and timely develop new products that successfully respond to changing customer needs, technological developments and competitive product offerings. Over the last several years we have been transitioning from focusing primarily on desktop products to developing and selling more complex product and service offerings oriented towards enterprises and particular industries. As a result, among other investments, we are currently focusing research and development efforts on developing industry-oriented solutions and enhancing the scalability and deployability of our current product offerings. These investments may strain our financial resources and diffuse management’s time and attention. We ultimately may be unable to successfully and efficiently enhance key features of our products and develop new industry-oriented solutions to the extent necessary to achieve market acceptance. To the extent any enhancements or solutions require us to license third party technology, we may be unable to do so on acceptable terms or to integrate such technology with our existing products. Headcount has been significantly reduced in our research and development organization and other parts of our business and the anticipated negative effects of this reduction on our research and development programs may be greater than or different than what we anticipated. If we are unable to develop new products or product enhancements cost-effectively, we may be unable to realize all or a portion of our research and development investments and sales of our products could decline.

We may be unable to introduce new products or enhancements successfully or in a timely manner in the future. If we delay release of our desktop, server and vertical-oriented products, product enhancements and solutions, or if they fail to achieve market acceptance when released, it could harm our reputation and our ability to attract and retain customers, and our revenues may decline. S-PLUS and related products are computationally intensive and used for a wide variety of analyses and visualizations. If customers deploy our software on insufficient hardware, it can negatively affect their perception of its performance and value. In addition, customers may defer or forego purchases of our products if we, our competitors or our major hardware, systems or software vendors introduce or announce new products or product enhancements. Finally, delays in any new research or development efforts could cause delays in our general product development schedule, including causing delays in the release of new product versions, which could materially harm our maintenance revenues.

If we are unable to compete successfully in the predictive analytics market, our business will fail.

Our S-PLUS product suite targets the predictive analytics market. This market is highly competitive, fragmented and mature. We face competition in the predictive analytics market primarily from large enterprise software vendors and from our potential customers’ information technology departments, which may seek to develop their own solutions. The dominant competitor in our industry is SAS. Other companies with which we compete include, but are not limited to, SPSS, Inc., StatSoft Inc., The Mathworks and Minitab, Inc. In addition to competition from other statistical software companies, we compete with providers of software for specific statistical applications, such as applications for graphics and reporting. We also face competition from R, the open source alternative to S-PLUS. Many of our competitors have longer operating histories, greater name recognition, greater market share, larger customer bases and significantly greater financial, technical, marketing and other resources than we do.

In addition, as we develop other new products, or attempt to expand our sales into new vertical and end-user markets, we may begin competing with companies with whom we have not previously competed. It is also possible that new competitors will enter our markets. For example, we could also experience competition from companies in other sectors of the broader market for business intelligence software, such as providers of on-line analytical processing, business intelligence and analytical application software, as well as from companies in other sectors. If we are unable to maintain our current level of pricing or renewals for our products, future revenue streams generated by our software products may decrease.

Our sales cycle is variable and has been lengthening as we sell larger and more complex solutions, and our limited ability to predict revenues could cause our operating results to fluctuate, which could cause a decline in our stock price.

An enterprise’s decision to purchase our software and services is discretionary, involves a significant commitment of its resources and is influenced by its budget cycles. Our sales cycles are variable, typically ranging between one and twelve months from our initial contact with a potential data analysis customer to the issuance of a purchase order or signing of a license or services agreement. The amount of time varies substantially from customer to customer, making our revenues difficult to predict in the short term. Occasionally sales require substantially more time, and sales cycles have shown to be substantially longer for larger and more complex (and therefore higher-priced) orders. On the other hand, if our sales personnel focus their efforts on selling not-yet-released products in anticipation of a long sales cycle for those products, our sales of already-released products may suffer. In addition, sales delays could cause our operating results for any given period to fall below the expectations of securities analysts or investors, which could result in a decrease in our stock price.

We will be required to expend significant effort and expense in relation to our size in maintaining SOX 404 compliance, which will divert resources and management attention and may put us at a disadvantage with respect to other companies.

We were required to comply with the provisions of SOX 404 for the fiscal year ending December 31, 2007. In order to furnish the required report on management’s assessment of the design and effectiveness of our internal controls, we have expended significant effort in documenting the design of our internal controls and testing the processes that support management’s evaluation and conclusion. We will continue to incur costs for SOX 404 compliance throughout 2008 and beyond, and these costs may be significant in relation to our revenues. For example, this process has required us to engage outside contractors, which has resulted and will continue to result in additional accounting and information technology expenses. Additionally, as our business evolves, so too do our processes and the related controls. Consequently, as part of our continued and required assessment of our internal controls, certain deficiencies may be discovered that would require remediation. This remediation may require implementing additional controls, the costs of which could have a material adverse effect on our results of operations.

Continued compliance with SOX 404 may also require a significant amount of management and executive management effort and attention that could otherwise be focused on issues directly impacting our operations and business strategy that are unrelated to compliance. The requirements of SOX 404 and the effort and expense necessary to maintain compliance may put us at a disadvantage with respect to companies that are not subject to the provisions of SOX 404, such as private companies and public companies that are registered in other countries, and companies with greater resources and revenue bases for which compliance costs comprise a smaller proportion of their revenue.

We may have difficulty maintaining adequate internal controls, and our testing may not reveal all material weaknesses or significant deficiencies with our internal controls.

Notwithstanding our SOX 404 compliance efforts, our internal controls might not prove sufficient in the future, given our limited resources, or as we adjust our processes and related controls to accommodate changes in our business. In addition,

we may encounter problems and delays in continuing our ongoing monitoring and evaluation, making improvements, or both. If we are unable to maintain compliance with the requirements of SOX 404, and to do so in a timely manner, we might be subject to sanctions or investigation by regulatory authorities. Any such action could adversely affect our business and financial results.

Further, our testing may not reveal all material weaknesses or significant deficiencies in our internal controls. Material weaknesses or significant deficiencies in our internal controls could have a material adverse effect on our results of operations. If a failure to maintain effective internal control over financial reporting results in material misstatements in our financial statements that require us to restate our financial statements, investors could lose confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of stock, result in stockholder litigation, or otherwise harm our reputation.

If we do not successfully overcome the risks inherent in international business activities, our business will suffer.

In the first half of 2008, more than half of our revenues came from international business activities. Our international sales are subject to the risks inherent in international business activities, including:

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costs of customizing products for foreign countries;

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export and import restrictions, tariffs and other trade barriers;

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the need to comply with multiple, conflicting and changing laws and regulations;

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separate management information systems and control procedures;

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reduced protection of intellectual property rights and increased liability exposure; and

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regional economic, cultural and political conditions.

Our foreign subsidiaries operate primarily in local currencies, and their operating results are translated into U.S. dollars. Because the U.S. dollar is currently weak compared to the local currencies in which our foreign subsidiaries operate, our reported revenues will be negatively affected in the future if the U.S. dollar strengthens compared to these currencies. We do not currently engage in foreign currency contracts designed to hedge foreign currency risk. Future currency exchange rate fluctuations may have an adverse effect on our results of operations in future periods. Our operating results could be materially affected if we enter into license or service agreements with extended payment terms or extended implementation timeframes where the agreements are denominated in currencies other than that of the functional currency of the Insightful subsidiary engaged in such agreements or a currency other than that of the reporting currency of the parent company, if the values of the currencies fall in relation to each other over the payment period of the applicable agreement.

We may be unable to adequately protect our proprietary rights, which may limit our ability to compete effectively.

Our success depends in part on our ability to protect our proprietary rights, including our patents and our rights in the S-PLUS programming language. To protect our proprietary rights, we rely primarily on a combination of patent, copyright, trade secret and trademark laws, confidentiality agreements with employees and third parties and protective contractual provisions such as those contained in license agreements with consultants, vendors and customers, although we have not signed these agreements in every case. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our products and obtain and use information that we regard as proprietary. Historically, our products have not been physically copy-protected. In order to retain exclusive ownership rights to all software developed by us, we license that software and provide it in executable code only, with contractual restrictions on modifications, copying, disclosure and transferability. The source code for most of our products is protected as a trade secret and as unpublished copyrighted work. As is customary in the industry, we generally license our products to end-users by use of a “click-through” license. For custom software and higher-priced license sales, we may execute a signed license agreement with the customer. Other parties may breach confidentiality agreements and other protective contracts into which we have entered, and we may not become aware of, or have adequate remedies in the event of, a breach. We face additional risk when conducting business in countries that have poorly developed or inadequately enforced intellectual property laws. While we are unable to determine the extent to which piracy of our software products exists, we expect piracy to be a continuing concern, particularly in international markets and as a result of the growing use of the Internet. In any event, competitors may independently develop similar or superior technologies or duplicate the technologies we have developed, which could substantially limit the value of our intellectual property.

Intellectual property claims and litigation could be costly, divert management attention, subject us to significant liability for damages and result in invalidation of our proprietary rights.

In the future, we may have to resort to litigation to protect our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Any litigation, regardless of its success, would probably be costly and require significant time and attention of our key management and technical personnel. Although we have not been sued for intellectual property infringement, we may face infringement claims from third parties in the future. The software industry has seen frequent litigation over intellectual property rights, and we expect that participants in the industry will be increasingly subject to infringement claims as the number of products, services and competitors increases and the functionality of products and services overlap. Infringement litigation could also force us to:

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stop or delay selling, incorporating or using products that incorporate the challenged intellectual property;

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pay damages;

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enter into licensing or royalty agreements, which may be unavailable on acceptable terms; or

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redesign products or services that incorporate infringing technology, which we might not be able to do at an acceptable price, in a timely fashion or at all.

Our products may suffer from defects or errors, which could result in loss of revenues, delayed or limited market acceptance of our products, increased costs and damage to our reputation.

Software products as complex as ours frequently contain errors or defects, especially when first introduced or when new versions are released. Our customers are particularly sensitive to such defects and errors because of the importance of accuracy in software used in analyzing data. We have had to delay commercial release of past versions of our products until software problems were corrected, and in some cases have provided product updates to correct errors in released products. Our new products or releases may not be free from errors after commercial shipments have begun. Any errors that are discovered after commercial release could result in loss of revenues or delay in market acceptance, diversion of development resources, damage to our reputation, increased service and warranty costs or claims against us.

In addition, the operation of our products could be compromised as a result of errors in the third-party software we incorporate into our software. It may be difficult for us to correct errors in third-party software because that software is not in our control.

If we are unable to maintain and expand our direct sales organization and develop and maintain successful long-term relationships with channel partners, our ability to maintain our business could be limited.

We believe our future ability to generate revenues will depend in large part on recruiting, training and retaining direct sales personnel. Competition for such personnel in the software industry is intense. Our ability to generate revenues will also depend on expanding our indirect distribution channels, which are important to international sales and marketing of our products. These indirect channels include distributors, VARs, original equipment manufacturer, or OEM, partners, system integrators and consultants, many of whom have similar, and often more established, relationships with our competitors. These existing and potential channel partners may in the future market software products that compete with our solution or reduce or discontinue their relationships with us or their support of our products. If we experience difficulty in recruiting and retaining qualified direct sales personnel and in establishing and maintaining third-party relationships with VARs, distributors, OEM partners, systems integrators and consultants, our sales could be reduced or our longer-term sales growth limited. Even if we successfully expand our sales force and other distribution channels in the future, the expansion may not result in revenue growth.

Delivery of our products may be delayed if we cannot continue to license third-party technology that is important to the functionality of our solution.

We incorporate into our products software that is licensed to us by third-party software developers. The third-party software currently offered in conjunction with our products may become obsolete or incompatible with future versions of our products. Further, numerous individual and institutional licensors have contributed software code to S-PLUS in exchange for little or no consideration, and some of these third parties may choose to revise or revoke their licensing terms with us. A significant interruption in the supply of this technology could delay our sales until we can find, license and integrate equivalent technology. This could take a significant amount of time, perhaps several months, which would cause our operating results to fall below the expectations of securities analysts or investors and result in a decrease in our stock price.

Economic conditions could adversely affect our revenues.

We focus primarily on the financial services and life sciences markets and are thus sensitive to changes in the specific economic conditions that affect those markets. The financial services market in particular is currently facing great industry turmoil, with many leading financial services firms facing illiquidity crises. This turmoil and uncertainty could adversely affect the demand for our solutions by key financial services customers. Substantial changes in the economic condition of the life sciences market also would affect our ability to sell our products and services.

In addition, our revenues and potential for profitability depend on the overall demand for statistics and data analysis software and services. Because our sales are primarily to corporate customers, our business also depends on general economic and business conditions. Changes in demand for computer software caused by a weakened economy, whether domestic, international or both, may affect our sales and may result in decreased revenues. As a result of inconsistent and weakened economic conditions, we may also experience difficulties in collecting outstanding receivables from our customers.

We face potential liability with respect to sales taxes.

We sell to customers in almost every state in the United States. There is a great variation in the tax rules from state to state, including the rules that determine whether a company has established a sufficient presence (also known as nexus) in a particular jurisdiction such that it is required to register and collect and pay taxes in that jurisdiction. We have registered for sales tax purposes in a number of states and local jurisdictions, and we remit state and local taxes as may be required with respect to our business operations in those jurisdictions. Additional jurisdictions besides the ones with which we have registered may attempt to claim that we had a sufficient presence in certain time periods such that we should have registered and then levied, collected, and remitted required sales taxes on applicable sales transactions over those periods. Should we be unsuccessful in defending our current positions with respect to nexus-generating activities, we would be obligated to pay the related sales taxes, and in many states this would also include paying interest and penalties.

Our business is sensitive to the risks associated with government funding.

We regularly apply for and are granted research contracts from a variety of government agencies and funding programs. These contracts generated $2.3 million in 2006, $1.9 million in 2007, and $0.6 million during the six months ended June 30, 2008. These amounts are recorded as offsets to our research and development expenses. Reductions in these offsets would negatively affect our operating results. We may not receive new funded research contracts or any renewals of government-funded projects currently in process. The personnel and other costs associated with these programs are relatively fixed in the short term, and a sudden cancellation or non-renewal of a major funding program or multiple smaller programs, without a concomitant reduction in personnel and other costs, would be harmful to our operating results. A substantial portion of the research grant money we receive is granted to us based on our status as a small business, the definition of which varies depending on the individual contract terms. If the number of our employees or the amount of our revenues ever grows beyond the limits prescribed in any of these contracts, we will no longer be eligible for those research contracts and we will have to incur certain research and development expenses without the benefit of offsets. Funding received under government grants is subject to audits for several years after the funding is received and, depending on the audit results, we could be obligated to repay a portion of the funding.

Furthermore, a portion of our license revenues comes from U.S. government entities, as well as research institutions, healthcare organizations and private businesses that contract with or are funded by government entities. Government appropriations processes are often slow and unpredictable and may be affected by factors outside of our control. Reductions in government expenditures and termination or renegotiation of government-funded programs or contracts could adversely affect our revenues and operating results.

We may be required to raise additional funding if we continue to suffer operating losses, and this funding may be unavailable on acceptable terms, if at all.

Our future revenues may be insufficient to support the expenses of our operations and any future expansion of our business. We may therefore need additional equity or debt capital to finance our operations. If we are unable to generate sufficient cash flow from operations or to obtain funds through additional financing, we may have to reduce some or all of our development and sales and marketing efforts, forego the future expansion of our business or cease operations. If we were to need to raise additional funds through public or private equity financing or from other sources in order to fund our operations, we may be unable to obtain it on favorable terms, if at all. Any additional financing we obtain may contain covenants that restrict our freedom to operate our business or may require us to issue securities that have rights, preferences or privileges senior to our common stock and may dilute our stockholders’ ownership interest in us.

Our credit lines contain covenants that require us to keep our operating losses below a certain level. As a result, we may be unable to access these credit lines if our operating losses increase in future periods.

Our stock price may be volatile.

The price of our common stock has been volatile. In 2007, the price reached a high of $3.18 and a low of $1.02. During the six months ended June 30, 2008, the price reached a high of $2.00 and a low of $0.72. The trading price of our common stock could be subject to fluctuations for a number of reasons, including the reasons that may cause our operating results to fluctuate. In addition, stock prices for many technology companies fluctuate widely for reasons that may be unrelated to operating results of these companies. These fluctuations, as well as general economic, market and political conditions, such as national or international currency and stock market volatility, recessions or military conflicts, may materially and adversely affect the market price of our common stock, regardless of our operating performance. As a result of fluctuations in the price of our common stock, investors may be unable to sell their shares at or above the price paid for them. In addition, if the proposed Merger is not completed, the share price of our common stock may decline to the extent that the then-current market price of our common stock reflects an assumption that it will be completed or an assumption that our prospects for success will be harmed by the failure the Merger to be completed.

Volatility in our stock price may also expose us to class action securities litigation that, even if unsuccessful, would be costly to defend and distracting to management. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against these companies. Litigation brought against us could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition and operating results.

If we are unable to comply with the minimum requirements for quotation on the NASDAQ Capital Market, we could be delisted from the NASDAQ Capital Market. If that occurred, the liquidity and market price of our common stock would decline.

Our stock is listed on the NASDAQ Capital Market. In order to continue to be listed on the NASDAQ Capital Market, we must meet specific quantitative standards, including maintaining a minimum bid price of $1.00 for our common stock. During the first quarter of 2008, our stock price temporarily dipped below $1.00 per share. If we were delisted from the NASDAQ Capital Market, trading, if any, in our shares could continue to be conducted on the OTC Bulletin Board or in a non-NASDAQ over-the-counter market, such as the “pink sheets.” If our stock were to trade on an over-the-counter market, selling our common stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed and security analysts’ coverage of us could be reduced. Also, a delisting could have a material adverse effect on the price for our shares and our ability to issue additional securities or to secure additional financing. In addition, delisting from the NASDAQ Capital Market may subject our common stock to “penny stock” rules under the Securities Exchange Act of 1934, as amended, or the Exchange Act. These rules impose additional sales practice and market making requirements on broker-dealers who sell and/or make a market in securities deemed penny stocks under the rules of the Exchange Act. Such requirements could severely limit the liquidity of our securities.

ITEM 6.

EXHIBITS

(a)

See Index to Exhibits.

SIGNATURES

In accordance with the requirements of the Exchange Act the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 14, 2008


INSIGHTFUL CORPORATION

By:		/s/ Jeffrey E. Coombs
		Jeffrey E. Coombs
		President and Chief Executive Officer
		(Principal Executive Officer)

By:		/s/ Richard P. Barber
		Richard P. Barber
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX


Exhibit Number		Description

2.1		Merger Agreement by and between the registrant, TIBCO Software, Inc. and Mineral Acquisition Corporation dated June 18, 2008 (Exhibit 2.1) (A)

3.1		Amended and Restated Certificate of Incorporation of the registrant (Exhibit 3.1) (B)

3.2		Certificate of Amendment to Certificate of Incorporation of the registrant (Exhibit 3.3) (C)

3.3		Amended and Restated Bylaws of the registrant (Exhibit 3.1) (D)

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of 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 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 Sarbanes-Oxley Act of 2002

*	Filed herewith

(A)	Incorporated by reference to the designated exhibit included in the registrant’s Current Report on Form 8-K (SEC File No. 0-20992), filed June 19, 2006.

(B)	Incorporated by reference to the designated exhibit included in the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (SEC File No. 0-20992), filed on November 14, 2001.

(C)	Incorporated by reference to the designated exhibit included in the registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2005 (SEC File No. 0-20992), filed on March 31, 2006.

(D)	Incorporated by reference to the designated exhibit included in the registrant’s Current Report on Form 8-K (SEC File No. 0-20992), filed January 2, 2008.