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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

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

FOR THE QUARTERLY PERIOD ENDED ~~April~~July 3031, 2013

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

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NO. 000-25285

SERENA SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

94-2669809

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1850 GATEWAY DRIVE, SAN MATEO, CALIFORNIA 94404-4060

(Address of principal executive offices, including zip code)

650-481-3400

(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 ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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.

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

As of ~~April~~July 3031, 2013, 99,148,724 shares of the registrant’s common stock, $0.01 par value per share, were outstanding.

INDEX

		Page
PART I: FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets		3
	Condensed Consolidated Statements of Comprehensive Loss		4
	Condensed Consolidated Statements of Cash Flows		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3	Quantitative and Qualitative Disclosures About Market Risk		2624
Item 4	Controls and Procedures		2624
PART II: OTHER INFORMATION
Item 1	Legal Proceedings		2725
Item 1A	Risk Factors		2725
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		27
Item 6	Exhibits		25
Item 5	Other Information		27
SIGNATURES			26
Item 6	Exhibits		27
SIGNATURES			28

PART I—FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

SERENA SOFTWARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par values)

(Unaudited)

	April 30,2013			January 31,2013
	July 31,2013			January 31,2013
ASSETS
Current assets:
Cash and cash equivalents	$	~~103~~102,~~719~~282		$	97,315
Accounts receivable, net of allowance of $915 and $1,094 at April 30, 2013 and January 31, 2013, respectively		11,359			16,113
Accounts receivable, net of allowance of $1,094 at July 31, 2013 and January 31, 2013, respectively		12,180			16,113
Deferred tax assets, net		5,~~705~~682			5,730
Prepaid expenses and other current assets		13,~~086~~442			9,405
Total current assets		133,~~869~~586			128,563
Property and equipment, net		3,~~961~~441			4,314
Intangible assets, net		3626,~~191~~588			45,661
Goodwill		462,400			462,400
Other long-term assets		4,~~595~~071			5,089
TOTAL ASSETS	$	~~641~~630,~~016~~086		$	646,027
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	21,~~472~~294		$	2,330
Accrued expenses		1416,~~241~~090			17,507
Accrued interest payable		14,~~941~~536			4,614
Deferred revenue		7162,~~860~~727			67,056
Total current liabilities		9084,~~514~~647			91,507
Long-term debt		410,042			410,042
Long-term deferred revenue		97,~~531~~703			9,026
Deferred tax liabilities, net		51,~~608~~889			9,326
Other long-term liabilities		4,~~591~~380			4,563
Total liabilities		~~520~~508,~~286~~661			524,464
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued and outstanding		—			—
Series A Preferred stock, $0.01 par value; 1 share authorized, issued and outstanding		—			—
Series A Preferred stock, $0.01 par value; 1 share authorized; none issued and outstanding		—			—
Common stock, $0.01 par value; 200,000,000 shares authorized; 99,148,724 and 99,084,473 shares issued and outstanding at April 30, 2013 and January 31, 2013, respectively		991			991
Common stock, $0.01 par value; 200,000,000 shares authorized; 99,148,724 and 99,084,473 shares issued and outstanding at July 31, 2013 and January 31, 2013, respectively		991			991
Additional paid-in capital		~~517~~518,~~388~~226			516,986
Accumulated other comprehensive loss		(12,~~807~~002	)		(1,809	)
Accumulated deficit		(395,~~842~~790	)		(394,605	)
Total stockholders’ equity		~~120~~121,~~730~~425			121,563
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~641~~630,~~016~~086		$	646,027

See accompanying notes to condensed consolidated financial statements.

SERENA SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the Three and Six Months Ended ~~April~~July 3031, 2013 and 2012

(In thousands)

(Unaudited)

	Three Months Ended April 30,
	Three Months Ended July 31,						Six Months Ended July 31,
	2013			2012			2013			2012
Revenue:
Software licenses	$	48,~~587~~516		$	711,~~929~~590		$	13,103		$	19,519
Maintenance		33,~~193~~483			34,~~362~~575			66,676			68,937
Professional services		4,~~524~~564			56,~~628~~283			9,087			11,911
Total revenue		4246,~~304~~563			4752,~~919~~448			88,866			100,367
Cost of revenue:
Software licenses		~~246~~236			~~547~~425			481			972
Maintenance		2,~~998~~785			2,~~874~~783			5,783			5,657
Professional services		4,~~333~~434			5,~~534~~785			8,767			11,319
Amortization of technology		459			—			919			—
Total cost of revenue		87,~~036~~914			8,~~955~~993			15,950			17,948
Gross profit		3438,~~268~~649			3843,~~964~~455			72,916			82,419
Operating expenses:
Sales and marketing		1310,~~045~~493			14,~~833~~315			23,538			29,148
Research and development		6,~~732~~330			6,~~975~~735			13,062			13,710
General and administrative		34,~~120~~215			34,~~915~~352			7,335			8,267
Amortization of intangible assets		9,~~145~~154			9,~~183~~076			18,299			18,259
Restructuring, acquisition and other charges		35,~~608~~258			~~392~~1,617			8,865			2,009
Total operating expenses		35,~~650~~450			3536,~~298~~095			71,099			71,393
Operating (loss) income		(1,382	)		3,666
Operating income		3,199			7,360			1,817			11,026
Other income (expense):
Interest income		3554			5246			89			98
Interest expense		(6,~~502~~620	)		(7,~~168~~498	)		(13,122	)		(14,666	)
Amend and extend transaction fees		—			(577	)
Loss on early extinguishment of debt		—			(154	)		—			(154	)
Total other expense, net		(6,467	)		(7,693	)
Amend and extend transaction fees		—			—			—			(577	)
Loss before income taxes		(7,849	)		(4,027	)
Total other expense, net		(6,566	)		(7,606	)		(13,033	)		(15,299	)
Income tax benefit		(6,612	)		(914	)
Loss before income taxes		(3,367	)		(246	)		(11,216	)		(4,273	)
Net loss		(1,237	)		(3,113	)
Income tax (benefit) provision		(3,419	)		68			(10,031	)		(846	)
Foreign currency translation adjustments		2			(243	)
Net income (loss)		52			(314	)		(1,185	)		(3,427	)
Comprehensive loss	$	(1,235	)	$	(3,356	)
Foreign currency translation adjustments		(195	)		(142	)		(193	)		(385	)
Comprehensive loss	$	(143	)	$	(456	)	$	(1,378	)	$	(3,812	)

See accompanying notes to condensed consolidated financial statements.

SERENA SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~Three~~Six Months Ended ~~April~~July 3031, 2013 and 2012

(In thousands)

(Unaudited)

	Three Months Ended April 30,
	Six Months Ended July 31,
	2013			2012
Cash flows from operating activities:
Net loss	$	(1,~~237~~185	)	$	(3,~~113~~427	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		1020,~~064~~118			919,~~815~~565
Stock-based compensation		~~507~~1,345			~~484~~1,009
Deferred income taxes		24(7,389	)		(37,~~559~~122	)
Amortization of debt issuance costs		413			549
Loss on early extinguishment of debt		—			154
Amortization and write-off of debt issuance costs		831			1,082
Amend and extend transaction fees		—			577
Changes in operating assets and liabilities:
Accounts receivable		43,~~754~~933			64,~~696~~030
Prepaid expenses and other assets		(4,~~076~~326	)		~~(430~~396	)
Accounts payable		~~142~~(1,036	)		~~992~~447
Income taxes (receivable) payable		(~~3,711~~35	)		~~866~~358
Accrued expenses and other liabilities		~~(1,418~~536	)		(42,~~976~~341	)
Accrued interest payable		(~~2,673~~78	)		(31,~~348~~245	)
Deferred revenue		(5,~~309~~652	)		7(3,~~118~~506	)
Net cash provided by operating activities		87,~~098~~061			119,~~671~~977
Cash flows from investing activities:
Purchases of property and equipment		(79275	)		(~~438~~908	)
Purchases of intangible assets		(1,~~513~~522	)		(~~100~~4,216	)
Net cash used in investing activities		(1,~~592~~797	)		(~~538~~5,124	)
Cash flows from financing activities:
Exercise of stock options under employee stock option plan		9			67
Repurchase of common stock for taxes due from option exercises and restricted stock unit releases		(113	)		(149	)
Proceeds from borrowings		—			84,400
Payments on debt		—			(8492,~~400~~507	)
Debt issuance costs paid		—			(3,~~757~~807	)
Net cash used in financing activities		(104	)		(311,~~839~~996	)
Effect of exchange rate changes on cash		2(193	)		(~~243~~385	)
Net increase in cash and cash equivalents		6,404			7,051
Net increase (decrease) in cash and cash equivalents		4,967			(7,528	)
Cash and cash equivalents at beginning of period		97,315			109,688
Cash and cash equivalents at end of period	$	~~103~~102,~~719~~282		$	~~116~~102,~~739~~160
Supplemental disclosures of cash flow information:
Income taxes paid, net of refunds	$	~~817~~1,745		$	15,~~703~~739
Interest expense paid	$	812,~~762~~369		$	914,~~967~~816

See accompanying notes to condensed consolidated financial statements.

SERENA SOFTWARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Basis of Presentation

The unaudited condensed consolidated financial statements of Serena Software, Inc. (“Serena” or the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information as well as the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of January 31, 2013, is derived from the audited consolidated financial statements for the year ended January 31, 2013. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. The results of operations for the three and six months ended ~~April~~July 3031, 2013, are not necessarily indicative of the results that may be expected for the year ending January 31, 2014, or any future period. The information included in this Quarterly Report on Form 10-Q (“Report”) should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” “Quantitative and Qualitative Disclosures About Market Risk,” and the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2013.

Use of Estimates

The preparation of the financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operations may be affected.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies as compared to the accounting policies described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements in Item 8 of Part II of the Company’s Annual Report on Form 10-K for the year ended January 31, 2013.

Recent Accounting Pronouncements

In ~~February~~July 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2013-0211, Topic 740 ~~350~~ – ~~Comprehensive~~ Income Taxes, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists(a consensus of the FASB Emerging Issues Task Force) (“ASU 2013-0211”), ~~which~~to ~~amends~~provide ~~Topic~~explicit ~~220~~guidance toon ~~improve~~ the ~~reporting~~presentation of ~~classifications~~an ~~out~~unrecognized oftax ~~accumulated~~benefit ~~other~~on ~~comprehensive~~the ~~income~~financial tostatements ~~the~~when ~~respective~~a ~~line~~net ~~items~~operating inloss ~~net~~carryforward, ~~income~~a similar tax loss, or a tax credit carryforward exists. ASU 2013-0211 is effective for fiscal ~~reporting~~years, and interim periods within those years, beginning after December 15, ~~2012~~2014 for non-public entities. The Company ~~adopted~~intends to adopt this standard prospectively in the ~~three~~first ~~months~~quarter ~~ended~~of ~~April 30,~~fiscal ~~2013~~year 2016. The adoption ~~did~~is not expected to have an impact on the Company’s consolidated results of operations orbut ~~financial condition~~may asimpact the ~~Company~~presentation ~~does not currently have any significant reclassifications out~~ of ~~accumulated~~certain ~~other~~tax ~~comprehensive income (loss)~~items.

In February 2013, the FASB issued ASU No. 2013-02, Topic 350 – Comprehensive Income (“ASU 2013-02”), which amends Topic 220 to improve the reporting of classifications out of accumulated other comprehensive income to the respective line items in net income. ASU 2013-02 is effective for reporting periods beginning after December 15, 2012. The Company adopted this standard in the first quarter of fiscal year 2014. The adoption did not impact the Company’s consolidated results of operations or financial position as the Company does not currently have any significant reclassifications out of accumulated other comprehensive loss.

2. FAIR VALUE MEASUREMENTS

The following table represents the Company’s financial instruments measured at fair value on a recurring basis (in thousands):

	Quoted Prices inActive Marketsfor Identical Assets(Level 1)		Significant OtherObservable Inputs(Level 2)		SignificantUnobservable Inputs(Level 3)		Total
As of April 30, 2013:
As of July 31, 2013:
Money market funds (1)	$	7684,~~295~~714	$	—	$	—	$	7684,~~295~~714
As of January 31, 2013:
Money market funds (1)	$	68,971	$	—	$	—	$	68,971

(1)

Included in cash and cash equivalents on the condensed consolidated balance sheets

The carrying amount of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair values due to their short-term maturities. The estimated fair value of the Company’s long-term debt is disclosed in Note 4 herein.

3. GOODWILL AND INTANGIBLE ASSETS

Goodwill

There were no changes in the carrying amount of goodwill during the three and six months ended ~~April~~July 3031, 2013. Goodwill is not amortized, but instead tested for impairment annually during the fourth quarter. Goodwill may also be tested for impairment ~~between~~ between annual tests in the presence of impairment indicators. There were no impairments to goodwill during the three and six months ended ~~April~~July 3031, 2013 and 2012, respectively.

Intangible Assets

In May, 2012, the Company entered into an agreement with a third-party to license source code owned by the third party. As part of the agreement, the third-party was required to complete source code enhancements. The Company paid total consideration of $5.4 million, of which $4.0 million was paid in fiscal year 2013 and the remaining $1.4 million was paid in the three months ended April 30, 2013. The total consideration of $5.4 million, along with $0.1 million in internal development costs, was capitalized within intangible assets on the condensed consolidated balance sheet in fiscal 2013. The intangible asset is being amortized over its estimated useful life of 3 years on a straight-line basis with a corresponding charge to amortization of technology within costs of revenue in the consolidated statements of comprehensive loss.

The Company’s intangible assets were as follows (in thousands):

	As of April 30, 2013
	As of July 31, 2013
	Gross		AccumulatedAmortization			Net
Technology, licenses and patents	$	184,213	$	(179,597	)	$	4,616
Amortizing intangible assets:
Customer relationships		278,900		(249,294	)		29,606
Technology, licenses and patents	$	184,213	$	(180,078	)	$	4,135
Trademarks		14,300		(12,778	)		1,522
Customer relationships		278,900		(257,925	)		20,975
Internal-use software		6,827		(6,380	)		447
Trademarks		14,300		(13,222	)		1,078
Total	$	484,240	$	(448,049	)	$	36,191
Internal-use software		6,633		(6,233	)		400
Total	$	484,046	$	(457,458	)	$	26,588

	As of January 31, 2013
	Gross		AccumulatedAmortization			Net
Amortizing intangible assets:
Technology, licenses and patents	$	184,213	$	(179,159	)	$	5,054
Customer relationships		278,900		(240,663	)		38,237
Trademarks		14,300		(12,334	)		1,966
Internal-use software		6,711		(6,307	)		404
Total	$	484,124	$	(438,463	)	$	45,661

As of April 30, 2013, the estimated future amortization expense of the Company’s intangible assets is as follows (in thousands):

For the remaining nine months ending January 31, 2014	$	28,800
For year ending January 31, 2015		5,920
For year ending January 31, 2016		1,453
For year ending January 31, 2017		18
Total	$	36,191

The Company tests its long-lived assets for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. A long-lived asset is not recoverable, and therefore subject to impairment charge, if its carrying amount exceeds the undiscounted cash flows associated with it. There were no impairment charges in the three month periods ended April 30, 2013 and 2012, respectively.

As of July 31, 2013, the estimated future amortization expense of the Company’s intangible assets is as follows (in thousands):


For remaining six months of year ending January 31, 2014	$	19,198
For year ending January 31, 2015		5,923
For year ending January 31, 2016		1,456
For year ending January 31, 2017		11

Total	$	26,588

The Company tests its long-lived assets for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. A long-lived asset is not recoverable, and therefore subject to impairment charge, if its carrying amount exceeds the undiscounted cash flows associated with it. There were no impairment charges in the three and six month periods ended July 31, 2013 and 2012, respectively.

4. DEBT

The following table summarized the Company’s long-term debt (in thousands, except percentages):

	April 30,2013		January 31,2013
	July 31,2013		January 31,2013
2016 Tranche B term loans: due March 10, 2016, three-month LIBOR plus 4.00% with a 1.00% LIBOR floor	$	117,399	$	117,399
2016 Extended term loans: due March 10, 2016, three-month LIBOR plus 4.00%		191,101		191,101
Senior Subordinated Notes: due March 15, 2016, 10.375%		101,542		101,542
Total	$	410,042	$	410,042
Total long-term debt	$	410,042	$	410,042

Senior Secured Credit Agreement

On March 10, 2006, the Company entered into a senior secured credit agreement (the “senior secured credit agreement” or the “Credit Facility”). The Credit Facility originally provided for (1) a seven-year term loan in the amount of $400.0 million amortizing at a rate of 1.00% per year on a quarterly basis for the first six and three-quarters years with the balance paid at maturity and (2) a six-year revolving credit facility that permitted loans in an aggregate amount of up to $75.0 million, including a letter of credit facility and a swing-line facility. In addition, subject to certain terms and conditions, the Credit Facility provided for one or more uncommitted incremental term loan or revolving credit facilities in an aggregate amount not to exceed $150.0 million.

First Amend and Extend Transaction

On March 2, 2011, the Company entered into an amendment to its Credit Facility to extend the final maturity of the outstanding term loans, extend the commitment termination date for a portion of the revolving credit facility and amend the financial covenants (the “First Amend and Extend Transaction”). As a result of the First Amend and Extend Transaction, $191.1 million of the existing term loans were extended with a new maturity date of March 10, 2016 (the “2016 Extended Term Loans”), and $20.0 million of the existing revolving credit commitments were extended with a new maturity date of March 10, 2015 (the “Extended Revolving Credit Commitments”). The maturity date of the 2016 Extended Term Loans is subject to a springing maturity date that is the 180^th day prior to March 10, 2016, if any of the senior subordinated notes remain outstanding as of the springing maturity date. The remaining $124.9 million of the existing term loans that were not extended (the “2013 Term Loans”), and the remaining $55.0 million of the existing revolving credit commitments that were not extended, continued to mature on March 10, 2013 and March 10, 2012, respectively. As a result of the First Amend and Extend Transaction, the interest rate margins were increased by 200 basis points for the extended facilities. After giving effect to the amendment, the aggregate principal amount outstanding under the senior secured credit agreement did not change, and the principal amount of the term loans continue to amortize at a rate of 1.00% per year on a quarterly basis.

Second Amend and Extend Transaction

On April 12, 2012, the Company entered into an Extension Agreement and Amendment (the “Second Amend and Extend Transaction”) to the Credit Facility to extend the final maturity date of the 2013 Term Loans to March 2016. As a result of the Second Amend and Extend Transaction, $117.4 million of the 2013 Term Loans were extended through a combination of the establishment of a series of term loans to new and existing lenders and the repayment of certain amounts to existing and departing lenders. This resulted in $84.4 million of the 2013 Term Loans being effectively repaid or extinguished and the same amount being considered new ~~borrowings. The Company refers to the incremental term loans~~ and the newly extended term loans as the “2016 Tranche B Term Loans.” The 2016 Tranche B Term Loans have an applicable margin for London Interbank Offered Rate, or LIBOR, based loans of 4.0% (or, if the Company exceeds a specified leverage ratio, 4.25%, which was 200 basis points higher than the interest rate under the 2013 Term Loans) and a LIBOR floor of 1.0%. The other terms and conditions of the 2016 Tranche B Term Loans are the same as those for the 2016 Extended Term Loans. After giving effect to the Second Amend and Extend Transaction, all of the Company’s outstanding term loans under the Credit Facility have a final maturity date of March 10, 2016 and the aggregate principal amount of the term loans outstanding under the Credit Facility did not change. The Company paid each lender holding 2016 Tranche B Term Loans an original issue discount equal to 1.5% of the principal amount of 2016 Tranche B Term Loans held by such lender.

The Credit Facility bears an annual commitment fee on the undrawn portion of that facility commencing on the date of execution and delivery of the senior secured credit agreement. As a result of the cancellation of the non-extended 2012 revolving credit commitment totaling $55.0 million during the quarter ended October 31, 2011, the annual commitment fee is limited to the amount of undrawn Extended Revolving Credit Commitments, which was equal to $20.0 million as of April 30, 2013. Effective February 1, 2011, the annual commitment fee is 0.375% per annum.

borrowings. The Company refers to the incremental term loans and the newly extended term loans as the “2016 Tranche B Term Loans.” The 2016 Tranche B Term Loans have an applicable margin for London Interbank Offered Rate, or LIBOR, based loans of 4.0% (or, if the Company exceeds a specified leverage ratio, 4.25%, which was 200 basis points higher than the interest rate under the 2013 Term Loans) and a LIBOR floor of 1.0%. The other terms and conditions of the 2016 Tranche B Term Loans are the same as those for the 2016 Extended Term Loans. After giving effect to the Second Amend and Extend Transaction, all of the Company’s outstanding term loans under the Credit Facility have a final maturity date of March 10, 2016 and the aggregate principal amount of the term loans outstanding under the Credit Facility did not change. The Company paid each lender holding 2016 Tranche B Term Loans an original issue discount equal to 1.5% of the principal amount of 2016 Tranche B Term Loans held by such lender.

The Credit Facility bears an annual commitment fee on the undrawn portion of that facility commencing on the date of execution and delivery of the senior secured credit agreement. As a result of the cancellation of the non-extended 2012 revolving credit commitment totaling $55.0 million during the quarter ended October 31, 2011, the annual commitment fee is limited to the amount of undrawn Extended Revolving Credit Commitments, which was equal to $20.0 million as of July 31, 2013. Effective February 1, 2011, the annual commitment fee is 0.375% per annum.

Senior Subordinated Notes

The Company has outstanding $101.5 million principal amount of senior subordinated notes, which bear interest at a rate of 10.375%, payable semi-annually on March 15 and September 15, and which mature on March 15, 2016. Each of the Company’s domestic subsidiaries that guarantees the obligations under the Company’s senior secured credit agreement will jointly, severally and unconditionally guarantee the notes on an unsecured senior subordinated basis. The Company does not have any domestic subsidiaries and, accordingly, there are no guarantors. The notes are the Company’s unsecured, senior subordinated obligations, and the guarantees, if any, will be unsecured, senior subordinated obligations of the guarantors. The notes are governed by the terms and conditions of an indenture dated as of March 10, 2006 (the “Indenture”). The notes are subject to redemption at the Company’s option pursuant to the terms and conditions specified in the Indenture, and may be redeemed at the option of the holders at 101% of their face amount, plus accrued and unpaid interest, upon certain change of control events.

From fiscal year 2009 through fiscal year 2010, the Company repurchased an aggregate of $57 million of principal amount of its original outstanding $200.0 million senior subordinated notes. In fiscal year 2011, the Company repurchased an aggregate of $8.7 million of principal amount of its original outstanding $200 million senior subordinated notes. The repurchases resulted in a net loss of $0.2 million from the extinguishment of debt. In fiscal year 2013, the Company repurchased an aggregate of $32.7 million of principal amount of the senior subordinated notes in two separate privately negotiated transactions. The repurchases resulted in a net loss of $1.0 million from the extinguishment of debt. The Company may, from time to time, continue to repurchase the senior subordinated notes in open market or privately negotiated purchases or otherwise, or redeem the senior subordinated notes pursuant to the terms of the Indenture.

Debt Covenants

The Credit Facility and the Indenture contain various covenants, including, among other things, limitations on additional indebtedness, capital expenditures, restricted payments, the incurrence of liens, transactions with affiliates and sales of assets. In addition, the Credit Facility requires the Company to comply with certain financial covenants, including leverage and interest coverage ratios and capital expenditure limitations. The Company was in compliance with all of the covenants under the Credit Facility as of ~~April~~July 3031, 2013.

The estimated fair values of the Company’s long-term debt are as follows (in thousands):

	Carrying Amount		Fair Value
As of April 30, 2013:
As of July 31, 2013:
2016 Tranche B Term Loans	$	117,399	$	~~118~~115,~~432~~932
2016 Extended Term Loans		191,101		~~192~~188,~~305~~712
Senior Subordinated Notes		101,542		~~102~~101,~~943~~034
As of January 31, 2013:
2013 Tranche B Term Loans	$	117,399	$	118,432
2016 Extended Term Loans		191,101		191,827
Senior Subordinated Notes		101,542		103,959

The term loans and senior subordinated notes are measured at fair value using significant other observable inputs categorized as Level 2 within the fair value hierarchy. These measurements consider inputs such as observable prices for similar instruments, quoted prices in markets that are not active, or other inputs that are observable, either directly or indirectly, including price quotes from independent pricing vendors and broker-dealers and available trade, bid and other market information.

5. RESTRUCTURING, ACQUISITION AND OTHER CHARGES

The agreements underlying the Company’s debt include financial covenants based on Adjusted EBITDA. Restructuring, acquisition and other charges are a component of the Adjusted EBITDA and are recorded as a separate line within the condensed consolidated statements of comprehensive loss.

5. RESTRUCTURING, ACQUISITION AND OTHER CHARGES

Restructuring, acquisition and other charges consisted of the following (in thousands):

	Three Months Ended April 30,
	Three Months Ended July 31,					Six Months Ended July 31,
	2013			2012		2013		2012
Restructuring	$	35,~~132~~205		$	—480	$	8,337	$	480
Acquisition and Other Charges:
Acquisitions and costs related to issuance of debt		1746			3830		63		122
Sponsor and administration fees paid to Silver Lake		~~198~~(66	)		281		131		500
Severance, facility and other charges not part of restructuring and not part of ongoing operations		~~261~~73			73826		334		907
Total	$	35,~~608~~258		$	~~392~~1,617	$	8,865	$	2,009

In February, 2013, the Company initiated a restructuring plan ~~(the “February 2013 Restructuring Plan”)~~ in response to a decline in license revenues and to better align its business operations to market opportunities. AsIn ~~part~~June, ~~of the February~~ 2013 ~~Restructuring Plan~~, the Company ~~reduced~~initiated ~~its~~a ~~workforce~~significant byrestructuring ~~approximately~~plan 8%to ~~(55~~re-focus ~~employees) in~~ the ~~three~~Company’s ~~months~~strategy ~~ended~~on ~~April 30, 2013~~its ~~affecting~~core ~~all~~mainframe ~~parts of the organization. The February 2013 Restructuring Plan consisted of certain workforce reductions world-wide,~~ and ~~facility~~distributed ~~closures~~system inproducts ~~the North America~~ and ~~Europe~~new ~~regions.~~release ~~During~~management ~~the three months ended April 30~~products, ~~2013,~~re-organize ~~the~~and ~~Company~~enhance ~~recorded~~the ~~net~~geographical ~~restructuring~~focus ~~charges~~ of ~~$3.1 million. Restructuring charges were based on~~ the Company’s ~~restructuring~~sales ~~plans~~organization ~~that~~and ~~were~~re-align ~~committed by management. Any changes in~~ the ~~estimates~~cost structure of ~~executing~~ the ~~approved plans are reflected in the~~ Company’s ~~results~~based ofon ~~operations.~~these ~~Restructuring liabilities are reported within other accrued expenses in the condensed consolidated balance sheets~~actions.

~~The~~As ~~following~~part ~~table~~of ~~summarizes~~these restructuring ~~charges~~plans, onthe Company reduced its workforce by approximately 8% (55 employees) in the ~~February~~three months ended April 30, 2013 ~~Restructuring~~and ~~Plan~~approximately 24% (120 employees) in the three ~~thousands):~~months ended July 31, 2013. These actions affected all parts of the organization through workforce reductions worldwide and facility closures and reductions in North America, Europe and Asia. Additional facility reductions are currently in process and are expected to be completed during the quarter ending October 31, 2013.

	Severance, payroll taxesemployee benefits andother miscellaneous			Facilities closures			Total restructuringcharges and accruals
Accrued	$	3,038		$	94		$	3,132
Paid/Written-off		(2,267	)		(89	)		(2,356	)
Balances as of April 30, 2013	$	771		$	5		$	776

The Company has realized, and expects to continue to realize, cost savings going forward as a result of these restructurings. In connection with these actions, the Company recorded net restructuring charges of $8.3 million during the six months ended July 31, 2013 consisting principally of severance, payroll taxes, employee benefits, facilities and related restructuring charges. Restructuring charges were based on the Company’s restructuring plans that were committed to by management. Any changes in the cost estimates of executing the approved plans are reflected in the Company’s results of operations. Restructuring liabilities are reported within other accrued expenses in the condensed consolidated balance sheets.

The following table summarizes restructuring charges accrued and paid/written-off as of July 31, 2013 by category (in thousands):


	Severance, payroll taxes and other employee benefits			Facilities closures, legal and other miscellaneous			Total restructuring charges and accruals
Balances as of January 31, 2013	$	—		$	—		$	—
Activity during the six months ended July 31, 2013:
Accrued	$	6,935		$	1,402		$	8,337
Paid/written-off		(5,506	)		(381	)		(5,887	)

Balances as of July 31, 2013	$	1,429		$	1,021		$	2,450

6. STOCK-BASED COMPENSATION

Stock-Based Compensation Plans

In March 2006, the Company established the 2006 Stock Incentive Plan (the “2006 Plan”) governing, among other things, the grant of stock options, restricted stock units (“RSUs”), and other forms of share-based incentives to its employees, directors and consultants. In the quarter ended October 31, 2009, the Company completed a tender offer permitting all eligible employees and its independent directors to exchange, on a one-for-one basis, stock options granted under the 2006 Plan for new stock options granted under Serena’s Amended and Restated 2006 Stock Incentive Plan (the “Amended 2006 Plan”) having a lower exercise price and different vesting terms. In addition, as part of the Company’s merger in March 2006, the Company assumed certain stock options that were held by management participants immediately prior to the merger.

Stock Option Activities

The stock option grants generally vest either over a three-year period (“time-based options”) or based on the achievement of certain performance targets over a three fiscal year period (“performance-based options”). All options granted have a maximum contractual life of ten years from the date of grant. For performance-based options, the actual number of option grants eligible to vest during a fiscal year range from 50% to 150% of the number of options initially granted, and is dependent upon levels of achievement of certain performance targets if baseline performance conditions are met. Based upon current expectations of performance targets achievement, approximately $0.1 million of expense is expected to be recognized over the remaining future vesting periods of approximately 3 years.

Stock Option Activities

The following table sets forth a summary of stock option activity:

	OptionsAvailable forGrant			Number ofOptionsOutstanding			WeightedAverageExercise Price(Per share)		WeightedAverageGrant DateFair Value(Per share)		WeightedAverageRemainingContractual Term(In years)		AggregateIntrinsicValue(In thousands)
Balances as of January 31, 2013		47,~~112~~612,156			7,799,011		$	3.02				5.75	$	1,091
Granted		(3,~~055~~345,000	)		3,~~055~~345,000			2.50	$	0.84
Exercised		—			(13,167	)		1.25					$	16
Expired (1)		—			(~~115~~122,~~516~~889	)		—1.25
Cancelled		12,~~585~~992,~~191~~626			(12,~~585~~992,~~191~~626	)		3.1127
Restricted stock units granted, net of cancellations (2)		(23,~~187~~939,~~100~~350	)		—			—
Balances as of April 30, 2013		455,247			9,140,137		$	2.85				7.13	$	930
Balances as of July 31, 2013		3,320,432			8,015,329		$	2.73				7.32	$	847
As of April 30, 2013:
As of July 31, 2013:
Vested and expected to vest					87,701,~~743~~046		$	2.8573				7.0717	$	~~930~~847
Vested and exercisable					3,~~176~~114,~~656~~577		$	2.6970				54.0746	$	~~930~~847

(1)	Represents cancelled options which are not returned to the available-for-grant stock option pool.

(2) RSUs are granted from the available-for-grant stock option pool. In the ~~three~~six months ended ~~April~~July 3031, 2013, a total of 24.27 million units were granted with no0.8 million units cancelled and returned to the available-for-grant stock option pool.

The pre-tax intrinsic value of options exercised represents the difference between the fair value of the Company’s common stock on the date of exercise and the exercise price of each option.

Aggregated intrinsic value represents the difference between the fair value of the Company’s stock on the date of grant and the exercise price multiplied by the number of related options. To assist management in determining the estimated fair value of the Company’s common stock, the Company ~~engages~~previously aengaged a third-party valuation specialist to perform a valuation on a semi-annual basis as of January 31 and July 31. For purposes of determining the estimated common stock fair value as of July 31, 2013, management performed the valuation based on the approach previously used by its third-party valuation specialist. In estimating the fair value of the Company’s common stock, both the external valuation firm ~~employs~~and management employed a two-step approach that first estimates ~~the~~ the fair value of the Company as a whole, and then ~~allocates~~allocated the adjusted value of ~~shareholders~~stockholders’ equity to the Company’s common stock.

Restricted Stock Unit Activities

Restricted Stock Units (“RSUs”) generally vest on the third anniversary of the date of grant.

The following table sets forth a summary of RSU activity:

	Shares			WeightedAverageGrant DateFair Value		WeightedAverageRemainingContractual Term(In ~~years~~Years)		AggregateIntrinsicValue(In thousands)
Balances as of January 31, 2013		445,000		$	3.42		1.71	$	1,113
Granted		24,~~187~~728,100			2.5045
Cancelled		(788,750	)		2.75
Vested		(100,000	)		3.08
Cancelled		—			—
Balances as of July 31, 2013		4,284,350		$	2.48		2.75	$	10,282
Balances as of April 30, 2013		2,532,100		$	2.64		2.76	$	6,330
As of July 31, 2013:
As of April 30, 2013:
Vested and expected-to-vest RSUs		3,721,755					2.74	$	8,932
Vested and expected-to-vest RSUs		2,198,215					2.75	$	5,496

Stock-Based Compensation Expense

The Company determines the fair value of its stock options utilizing the Black-Scholes option pricing model, which incorporates various assumptions including volatility, risk-free interest rate, expected term, and dividend yield. The Company determines the fair value of its RSUs based upon the fair value of the shares of its common stock at the date of grant.

The Company utilizes the graded-vesting attribution method for recognizing stock-based compensation expense. Compensation expense is only recorded for those awards that are expected to vest. Compensation expense for awards with performance-based vesting is recognized only for awards that are deemed probable of achieving the performance condition over the performance-based vesting period.

As of ~~April~~July 3031, 2013, total unrecognized compensation costs related to unvested stock options and RSUs were $32.35 million and $69.17 million, respectively. Costs related to unvested stock options are expected to be recognized over a period ranging from approximately 2 to 3 years and costs related to the RSUs are expected to be recognized over a period of 3 years from the grant date.

Stock-based compensation expense for the three and six months ended ~~April~~July 3031, 2013 and 2012 is categorized as follows (in thousands):

	Three Months Ended April 30,
	Three Months Ended July 31,						Six Months Ended July 31,
	2013			2012			2013			2012
Cost of revenue - maintenance	$	1633		$	1614		$	49		$	30
Cost of revenue - professional services		~~(28~~12	)		9(3	)		(16	)		6
Sales and marketing		~~173~~122			~~137~~75			295			212
Research and development		~~107~~208			6460			315			124
General and administrative		~~239~~463			~~258~~379			702			637
Total stock-based compensation expense		~~507~~838			~~484~~525			1,345			1,009
Income tax benefit		(~~193~~319	)		(~~188~~204	)		(512	)		(392	)
Total stock-based compensation expense, net of tax	$	~~314~~519		$	~~296~~321		$	833		$	617

7. SEGMENT

The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented on an entity-level basis accompanied by disaggregated information about revenues by product type and information about geographic regions for purposes of making operating decisions and assessing financial performance. The entity level financial information is identical to the information presented in the accompanying consolidated statements of comprehensive loss. Accordingly, the Company has determined that it operates in a single operating and reportable segment: enterprise change management software.

The Company attributes revenues to geographic region generally based on the country to which the products are shipped. The following table shows net revenues by geographic region (in thousands):

	For the Three Months Ended April 30,
	For the Three Months Ended July 31,				For the Six Months Ended July 31,
	2013		2012		2013		2012
North America:
Software licenses	$	16,~~973~~039	$	56,~~442~~279	$	8,012	$	11,721
Maintenance and professional services		25,~~104~~112		2627,~~940~~535		50,216		54,475
		27,077		32,382
		31,151		33,814		58,228		66,196
Europe, Asia and South America:
Software licenses		2,~~615~~477		25,~~487~~311		5,091		7,798
Maintenance and professional services		12,~~612~~935		13,~~050~~323		25,547		26,373
		15,227		15,537
		15,412		18,634		30,638		34,171
Total	$	4246,~~304~~563	$	4752,~~919~~448	$	88,866	$	100,367

No customer accounted for 10% or more of consolidated revenues for the three and six months ended ~~April~~July 3031, 2013 and 2012, respectively.

8. INCOME TAXES

Income tax benefit was $63.64 million and $10.0 million in the three and six months ended ~~April~~July 3031, 2013, as compared to income tax expense of $0.1 million and income tax benefit of $0.98 million in the three and six months ended ~~April~~July 3031, 2012. The Company’s effective income tax rate for the three and six months ended ~~April~~July 3031, 2013, differs from the federal statutory rate of 35% primarily due to the impacts of permanently reinvested foreign earnings, the domestic production deduction, research and development credits, and state taxes. During periods where the Company experiences pre-tax losses, these items will generally increase the effective income tax rate above the statutory rate, whereas during periods where the Company experiences pre-tax profits, they will reduce the effective income tax rate below the statutory rate. Accordingly, the effective tax rate was higher in the three and six months ended ~~April~~July 3031, 2013, as compared to the three and six months ended ~~April~~July 3031, 2012, due to larger pre-tax losses.

At January 31, 2013, the Company had total federal, state and foreign unrecognized tax benefits of $3.5 million, including interest of $0.8 million. During the three and six months ended ~~April~~ July 3031, 2013, there were no material changes to the total unrecognized tax benefit, and the Company accrued immaterial amounts in interest.

The Company files tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. The statute of limitations on the Company’s federal tax return filings remains open for the years ended January 31, 2010 through January 31, 2012. The statute of limitations on the Company’s major state tax return filings remains open for the years ended January 31, 2009 through January 31, 2012. The statute of limitations on the Company’s U.K. income tax filings remains open for the years ended January 31, 1999 through January 31, 2012. Over the next twelve months, the Company expects a decrease of $0.5 million in its unrecognized tax benefits primarily as a result of expiring statutes of limitation and settlements with certain state taxing authorities.

9. COMMITMENTS AND CONTINGENCIES

Commitments

The following table summarizes the Company’s future principal contractual obligations as of ~~April~~July 3031, 2013 (in thousands):

			Payments Due by Period (1)
			Remainder of		Fiscal year ended January 31,
	Total		2014		2015		2016		2017			2018		Thereafter
Operating leases	$	1413,~~448~~458	$	21,~~587~~731	$	2,~~842~~794	$	2,~~300~~271	$	2,~~188~~168		$	1,~~996~~987	$	2,~~535~~507
Credit Facility:
2016 Tranche B Term Loans: due March 10, 2016		117,399		—		—				117,399	(3)		—		—
2016 Extended Term Loans: due March 10, 2016		191,101		—		—				191,101	(3)		—		—
Senior Subordinated Notes: due March 15, 2016		101,542		—		—				101,542			—		—
Interest payments on long-term debt (2)		7165,~~438~~236		1812,~~403~~246		24,~~481~~492		24,~~481~~429		4,~~073~~069			—		—
	$	~~495~~488,~~928~~736	$	2013,~~990~~977	$	27,~~323~~286	$	26,~~781~~700	$	416,~~303~~279		$	1,~~996~~987	$	2,~~535~~507

(1) This table excludes the Company’s unrecognized tax benefits totaling $3.5 million as of ~~April~~July 3031, 2013, since the Company has determined that the timing of payments with respect to these liabilities cannot be reasonably estimated.

(2) Scheduled interest payments are calculated through the instrument’s due date and assume no principal pay-downs, borrowings or early repayments triggered by the occurrence of certain events. Scheduled interest payments on debt include the 2016 extended term loans due March 10, 2016, at an assumed annual rate of 4.2019%, which is the rate in effect as of ~~April~~July 3031, 2013, the 2016 Tranche B Term Loans due March 10, 2016, at an assumed annual rate of 5.00%, which is the rate in effect as of ~~April~~July 3031, 2013, the commitment fee on the unutilized amount of the 2015 extended revolving credit facility due March 10, 2015, at an assumed annual rate of 0.375%, which is the rate in effect as of April 30, 2013, and the ten year senior subordinated notes due March 15, 2016, at the stated annual rate of 10.375%.

~~(3)~~13 ~~Subject to springing maturity that is the 180th day prior to March 10, 2016 if the Senior Subordinated Notes remain outstanding as of such springing maturity date.~~

2013, the commitment fee on the unutilized amount of the 2015 extended revolving credit facility due March 10, 2015, at an assumed annual rate of 0.375%, which is the rate in effect as of July 31, 2013, and the ten year senior subordinated notes due March 15, 2016, at the stated annual rate of 10.375%.

(3)	Subject to a springing maturity that is the 180th day prior to March 10, 2016 if the Senior Subordinated Notes remain outstanding as of such springing maturity date.

Office Facility Leases

The Company leases its office facilities under operating lease agreements that expire from 2013 to 2022. The terms of the lease agreements provide for rental payments on a ~~gradual~~graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period.

Long-Term Debt

As of ~~April~~July 3031, 2013, the Company had total outstanding debt of $410.0 million. All of this debt matures in March 2016, subject, in the case of the Credit Facility, to the springing maturity date describe above. Details of long-term debt are disclosed in Note 4 herein.

Customer Indemnification

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of agreements with such parties, services to be provided by the Company or from intellectual property infringement claims made by third parties.

Legal Proceedings

The Company is involved in various legal proceedings that have arisen during the ordinary course of its business. The reasonably possible or probable range of loss from the final resolution of these matters, individually or in the aggregate, is not expected to be material.

10. SUBSEQUENT EVENTS

In June 2013, the Company initiated a restructuring plan (the “June 2013 Restructuring Plan”) to eliminate certain management layers and reduce redundant personnel across the Company. The Company expects to eliminate approximately 22% of its workforce (137 employees and contractors) affecting all parts of the organization. The Company expects to record restructuring charges related to severance, payroll taxes and employee benefits within a range of $4.1 million to $4.6 million in fiscal year 2014. The Company may also restructure facilities and terminate certain contracts which could lead to additional charges. The June 2013 Restructuring Plan is expected to be completed in fiscal year 2014, with the majority of payments made in the same period.

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Report”), including the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto included elsewhere in this Report, and contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to safe harbors under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements about financial projections, operational plans and objectives, future economic performance and other projections and estimates contained in this Report. When used in this Report, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions identify forward-looking statements. Because these forward-looking statements involve risks and uncertainties, they are subject to important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including those risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2013, Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2013, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in, ~~or incorporated by reference into,~~ this Report. We assume no obligation to update the forward-looking information contained in this Report. It is important that the discussion below be read together with the unaudited condensed consolidated financial statements and notes thereto in this Report and the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2013, ~~and in~~ Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2013, and elsewhere in this Report.

Business and Market Environment

At Serena Software, we design, develop, and sell ~~“orchestrated”~~ application lifecycle management (“ALM”), application release management, and information technology (“IT”) software and solutions~~, which we refer to collectively as our “Orchestrated IT” management solutions~~. ~~Our primary goal is to provide Orchestrated IT solutions that advance the business value of IT.~~ We are a leading ALM software vendor and a leader in orchestrating the convergence of application development and IT operations, which we refer to as “DevOps.” Our ~~Orchestrated~~ALM and IT management solutions simplify and automate the transition of new versions of applications into production by managing request, development, release, change and support processes across heterogeneous environments, including mainframe and non-mainframe environments.

Our expenses have historically been driven by personnel-related costs, including wages, commissions, bonuses, vacation, employee benefits, stock-based compensation, and travel, and we expect this trend to continue. During the first ~~quarter~~half of fiscal year 2014, we have continued to experience a global macroeconomic environment in which our customers exercised care and conservatism in their investment prioritization and project deployments. We expect that our customers will continue to remain cautious with their IT spending in the near term, particularly within Europe.

In June 2013, we initiated a significant restructuring plan to re-focus our strategy on our core mainframe and distributed system products and new release management products, re-organize and enhance the geographical focus of our sales organization and re-align the cost structure of our company based on these actions. We have reduced our workforce by 120 employees or approximately 24% of our workforce throughout all parts of the organization. We have recorded restructuring charges related to severance, payroll taxes and employee benefits of $3.9 million and related to facilities of $1.3 million, with the majority of the payments made and written-off in the fiscal quarter ended July 31, 2013. The June 2013 Restructuring Plan is expected to be completed in the third quarter of fiscal year 2014. We expect to reduce our operating expenses (exclusive of amortization of intangible assets and restructuring, acquisition and other charges) for fiscal year 2014 by approximately 17% to 19% when compared to similar operating expenses for fiscal year 2013.

Executive Summary

Our financial highlights for the three and six months ended July 31, 2013 and 2012, respectively were as follows (in thousands, except percentages):


	Three Months Ended July 31,												Six Months Ended July 31,
	2013			2012			$ Change			% Change			2013			2012			$ Change			% Change
Revenue	$	46,563		$	52,448		$	(5,885	)		(11	%)	$	88,866		$	100,367		$	(11,501	)		(11	%)
Operating income		3,199			7,360			(4,161	)		(57	%)		1,817			11,026			(9,209	)		(84	%)
Percentage of revenue		7	%		14	%								2	%		11	%
Net income (loss)		52			(314	)		366			N/M			(1,185	)		(3,427	)		2,242			(65	%)
Percentage of revenue		0	%		N/M									N/M			N/M

*	“N/M” means not meaningful

•

Revenue: During the three and six months ended July 31, 2013, we experienced declines in software licenses, maintenance contracts and professional services, compared to the same prior year periods. The declines were due primarily to lower software license sales.

In• ~~June~~Operating ~~2013,~~Income: ~~our~~Operating ~~board~~income ofdeclined ~~directors~~for ~~approved~~the athree ~~plan to focus our strategy on our key product lines. We intend to focus our Go-To-Market strategy on our core mainframe~~ and ~~distributed~~six ~~system~~months ~~products~~ended ~~and~~July ~~release management product line~~31, ~~and streamline and simplify our organizational structure. We initiated the June~~ 2013 ~~Restructuring~~compared ~~Plan~~ to ~~eliminate certain~~the ~~management~~same ~~layers~~prior ~~and~~year ~~reduce~~periods ~~redundant~~primarily ~~personnel~~due ~~across the Company. We expect~~ to ~~eliminate~~lower ~~approximately~~revenue ~~22% of our workforce (137 employees~~ and ~~contractors)~~increased ~~affecting all parts of the organization. We expect to record~~ restructuring ~~charges related to severance, payroll taxes~~ and ~~employee~~other ~~benefits within a range of $4.1 million to $4.6 million in fiscal year 2014. We may also restructure facilities and terminate certain contracts which could lead to additional~~ charges~~. The June 2013 Restructuring Plan is expected to be completed in fiscal year 2014~~, ~~with~~partially ~~the~~offset ~~majority~~by ofdeclines ~~payments to be made~~ in ~~the same period. We expect to reduce our operating expenses (exclusive of amortization of intangible assets and restructuring, acquisition and~~ other ~~charges) for fiscal year 2014 by approximately 17% to 19% when compared to similar~~ operating expenses ~~for fiscal year 2013~~.

~~Executive~~• ~~Summary~~Net Income: We reported net income for the three months ended July 31, 2013 and a smaller net loss for the six months ended July 31, 2013 when compared to the prior year periods. The increases were primarily due to an increase in the income tax benefit for fiscal year 2014.

Our financial highlights for the three months ended April 30, 2013 and 2012, respectively were as follows (in thousands, except percentages):

	Three Months Ended April 30,
	2013			2012			$ Change			% Change
Revenue	$	42,304		$	47,919		$	(5,615	)		(12	%)
Operating (loss) income		(1,382	)		3,666			(5,048	)		(138	%)
Percentage of revenue		(3	%)		8	%
Net loss		(1,237	)		(3,113	)		1,876			(60	%)
Percentage of revenue		(3	%)		(6	%)
Operating cash flows		8,098			11,671			(3,573	)		(31	%)

• Revenue: During the three months ended April 30, 2013, we experienced net revenue declines in software licenses, maintenance contracts and professional services, compared to the prior year period. The declines were led by, on a percentage basis, software licenses and professional services and to a lesser extent maintenance contracts.

• Operating (Loss) Income: We incurred an operating loss for the three months ended April 30, 2013, compared to operating income in the prior year period, primarily due to lower revenue and increased restructuring and other charges, partially offset by declines in other operating expenses.

• Net Loss: Net loss increased for the three months ended April 30, 2013, compared to the prior year period, primarily due to lower revenue and higher restructuring and other charges partially offset by declines in other operating expenses, lower interest and other debt-related expense, and higher income tax benefit.

• Operating Cash Flows: Operating cash flows decreased during the three months ended April 30, 2013, compared to the prior year period, primarily due to net loss incurred during the quarter, lower receipts from customers as a result of lower sales, higher payments made to vendors due to timing and higher severance and related payments made from the implementation of the February 2013 Restructuring Plan.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. We base our estimates and assumptions on current facts, historical experience, and various other factors that we believe are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, trade accounts receivable and allowance for doubtful accounts, impairment or disposal of long-lived assets, accounting for income taxes, impairment of goodwill, valuation of our common stock, and accounting for options and RSUs, among other things. In many instances, we could have reasonably used different accounting estimates. In addition, changes in accounting estimates are reasonably likely to occur from period to period. Thus, actual results could differ significantly from the estimates made by us. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation of our financial condition or results of operations could be affected.

An accounting policy is considered to be critical if the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the effect of the estimates and assumptions on financial condition or operating performance is material. The accounting policies we believe to reflect our more significant estimates, judgments and assumptions and are most critical to understanding and evaluating our reported financial results are as follows:

•

Revenue recognition,

•

Stock-based compensation,

•

Valuation of long-lived assets, including goodwill, and

•

Accounting for income taxes.

In the three months ended ~~April~~July 3031, 2013, there was no significant change in the above critical accounting policies or the underlying assumptions and estimates used in their application. See our Annual Report on Form 10-K for the fiscal year ended January 31, 2013, filed with the SEC on March 29, 2013, for further information regarding our critical accounting policies and estimates.

Recent Accounting Pronouncements

See Recent Accounting Pronouncements in the condensed consolidated financial statements in Item 1 of Part I of this Report for a full description of recent accounting pronouncements, including the actual and expected dates of adoption and estimated effects on our consolidated results of operations and financial condition.

Results of Operations

Revenue

The following table summarizes software licenses, maintenance and professional services revenues for the periods indicated (in thousands, except percentages):

	Three Months Ended April 30,
	Three Months Ended July 31,												Six Months Ended July 31,
	2013			2012			$ Change			% Change			2013			2012			$ Change			% Change
Software licenses	$	48,~~587~~516		$	711,~~929~~590		$	(3,~~342~~074	)		(4227	%)	$	13,103		$	19,519		$	(6,416	)		(33	%)
Percentage of revenue		1118	%		1622	%								15	%		19	%
Maintenance		33,~~193~~483			34,~~362~~575			(1,~~169~~092	)		(3	%)		66,676			68,937			(2,261	)		(3	%)
Percentage of revenue		7872	%		7266	%								75	%		69	%
Professional services		4,~~524~~564			56,~~628~~283			(1,~~104~~719	)		(2027	%)		9,087			11,911			(2,824	)		(24	%)
Percentage of revenue		1110	%		12	%								10	%		12	%
Total revenue	$	4246,~~304~~563		$	4752,~~919~~448		$	(5,~~615~~885	)		(1211	%)	$	88,866		$	100,367		$	(11,501	)		(11	%)

~~The~~Software ~~decrease~~license revenue decreased in ~~software~~the ~~license~~three ~~revenue~~and insix ~~2013~~months ended July 31, 2013 compared to ~~2012~~the same prior year periods, ~~was~~primarily due to a decline in sales offrom our ~~mainframe and~~ distributed system products, most predominantly Serena Development Manager, Serena Release Manager and Serena Business Manager partially offset by growth in sales of our ~~release~~mainframe products ~~management~~in ~~products~~the fiscal quarter ended July 31, 2013. The decline in sales was due, in part, to ~~sales~~recent ~~management~~transitions ~~and execution issues, particularly~~ within ~~our~~sales ~~North~~management ~~America~~ and ~~Asia Pacific Regions, and higher employee~~ turnover ~~within~~of ~~our North America~~ sales ~~organization~~representatives. We expect software license revenue for ~~our~~the remaining fiscal ~~quarter~~year 2014 ~~ending July 31, 2013~~ to increase over the ~~current~~first two quarters of fiscal ~~quarter~~year ~~and~~2014 but decline when compared to the same ~~quarter~~periods last year.

17Maintenance revenue decreased in the three and six months ended July 31, 2013 compared to the same prior year periods, primarily due to declines in total license revenue and to a lesser extent, maintenance contract renewals. We expect maintenance revenue to remain generally flat for the remaining fiscal year 2014 as we continue to sell new software licenses and maintenance contracts continue to renew at consistent rates.

~~Table~~Professional services revenue decreased in the three and six months ended July 31, 2013 compared to the same prior year periods, primarily due to a decline in consulting engagements as a result of lower ~~Contents~~software license sales.

Maintenance revenue declined in 2013, compared to 2012, primarily due to recent declines in total license revenues and maintenance contract renewals. We expect maintenance revenue to remain generally flat in the near term as maintenance contracts continue to renew at consistent rates and we continue to sell software licenses.

Professional services revenue declined in 2013, compared to 2012, primarily due to a decline in consulting engagements as a result of lower software license sales and the loss of a long standing engagement with a customer in the United States.

Gross Profit

The following table summarizes gross profit for the periods indicated (in thousands, except percentages):

	Three Months Ended April 30,
	Three Months Ended July 31,												Six Months Ended July 31,
	2013			2012			$ Change			% Change			2013			2012			$ Change			% Change
Software licenses gross profit	$	48,~~341~~280		$	711,~~382~~165		$	(32,~~041~~885	)		(4126	%)	$	12,622		$	18,547		$	(5,925	)		(32	%)
Percentage of software licenses revenue		9597	%		9396	%								96	%		95	%
Maintenance gross profit		30,~~195~~698			31,~~488~~792			(1,~~293~~094	)		(43	%)		60,893			63,280			(2,387	)		(4	%)
Percentage of maintenance revenue		9192	%		92	%								91	%		92	%
Professional services gross profit		~~191~~130			94498			97(368	)		~~103~~(74	%)		320			592			(272	)		(46	%)
Percentage of professional services revenue		43	%		28	%								4	%		5	%
Amortization of technology		459			0—			459			~~100~~—	%		919			—			919			—
Percentage of total revenue		1	%		0	%								1	%		0	%
Total gross profit	$	3438,~~268~~649		$	3843,~~964~~455		$	(4,~~696~~806	)		(1211	%)	$	72,916		$	82,419		$	(9,503	)		(12	%)
Percentage of total revenue		81	%		81	%
Percentage of revenue		83	%		83	%								82	%		82	%

Software licenses gross profit as a percentage of software licenses revenue increased in ~~2013~~the three and six months ended July 31, 2013 compared to ~~2012~~the same prior year periods, primarily due to lower royalties and sales commission earned by third parties.

Maintenance gross profit as a percentage of maintenance revenue ~~decreased~~ in ~~2013~~the three months ended July 31, 2013 was unchanged compared to ~~2012,~~the ~~mainly~~prior ~~due~~year period. toMaintenance ~~declines~~gross profit decreased in ~~revenue~~the ~~partially~~six ~~offset~~months byended ~~reductions~~July 31, in2013 ~~costs~~compared asto athe ~~result~~prior ofyear ~~our~~period ~~effort~~primarily due to ~~maintain~~lower ~~operational~~revenue ~~efficiencies~~and higher royalties and sales commissions earned by third parties partially offset by cost reductions from the ~~impact~~implementation of ~~variable~~restructuring ~~compensation~~plans during fiscal year 2014.

Professional services gross profit as a percentage of professional services revenue ~~increased~~decreased ~~during~~in ~~2013~~the three and six months ended July 31, 2013 compared to ~~2012,~~the same prior year periods primarily due to ~~reductions~~lower revenue from the North America region partially offset by reduction in costs as a result of ~~lower headcount and~~ the ~~impact~~implementation of ~~variable~~restructuring ~~compensation~~plans ~~partially~~during ~~offset~~fiscal byyear ~~lower revenue~~2014.

Amortization of technology increased in the three and six months ended July 31, 2013, compared to ~~2012~~the same prior year periods, primarily due to the addition of new intangibles in late fiscal year 2013. We expect amortization of intangibles to increase due to the impact of a full year of expensing of the assets added in late 2012.

We17 ~~expect our gross profit as a percentage of revenue for the quarter ending July 31, 2013 to remain relatively flat compared to the quarter ended April 30, 2013.~~

We expect our gross profit as a percentage of revenue for the remaining fiscal year 2014 to remain relatively flat compared to the first two quarters of the fiscal year.

Operating Expenses

The following table summarizes operating expenses for the periods indicated (in thousands, except percentages):

	Three Months Ended April 30,
	Three Months Ended July 31,												Six Months Ended July 31,
	2013			2012			$ Change			% Change			2013			2012			$ Change			% Change
Sales and marketing	$	1310,~~045~~493		$	14,~~833~~315		$	(13,~~788~~822	)		(1227	%)	$	23,538		$	29,148		$	(5,610	)		(19	%)
Percentage of revenue		3123	%		3128	%								26	%		29	%
Research and development		6,~~732~~330			6,~~975~~735			(~~243~~405	)		(36	%)		13,062			13,710			(648	)		(5	%)
Percentage of revenue		1614	%		1412	%								15	%		13	%
General and administrative		34,~~120~~215			34,~~915~~352			(~~795~~137	)		(203	%)		7,335			8,267			(932	)		(11	%)
Percentage of revenue		79	%		8	%								8	%		8	%
Amortization of intangible assets		9,~~145~~154			9,~~183~~076			~~(38~~78	)		(01	%)		18,299			18,259			40			0	%
Percentage of revenue		2220	%		1917	%								21	%		18	%
Restructuring, acquisition and other charges		3,608			392			3,216			820	%
Restructuring, acquisition & other charges		5,258			1,617			3,641			225	%		8,865			2,009			6,856			341	%
Percentage of revenue		911	%		13	%								10	%		2	%
Total operating expenses	$	35,~~650~~450		$	3536,~~298~~095		$	~~352~~(645	)		1(2	%)	$	71,099		$	71,393		$	(294	)		(0	%)
Percentage of revenue		8476	%		7369	%								80	%		71	%

Sales and marketing expenses decreased in ~~2013~~the three and six months ended July 31, 2013 compared to ~~2012~~the same prior year periods, primarily due to ~~declines~~cost inreductions ~~personnel-related expenses~~from asthe aimplementation ~~result~~ of ~~lower~~restructuring ~~headcount~~plans during fiscal year 2014 and lower variable compensation resulting from lower revenue.

Research and development expenses decreased in ~~2013,~~the ~~compared~~three toand ~~2012~~six months ended July 31, ~~primarily~~2013 ~~due~~compared to ~~lower~~the ~~capital~~same ~~spending~~prior year periods, ~~travel~~primarily ~~and~~due ~~related~~to ~~expenses~~cost ~~and~~reductions from the ~~impact~~implementation of restructuring ~~lower~~plans ~~variable~~during ~~compensation~~fiscal year 2014.

General and administrative expenses decreased in ~~2013~~the three and six months ended July 31, 2013 compared to ~~2012,~~the ~~primarily~~same prior year periods, due to ~~decreases~~cost inreductions ~~personnel-related~~from ~~costs~~the ~~including~~implementation ~~variable~~of ~~compensation~~restructuring ~~and~~plans ~~bad~~during ~~debt~~fiscal ~~expense~~year 2014.

Amortization of intangible assets ~~decreased~~increased in ~~2013~~the three and six months ended July 31, 2013 compared to ~~2012~~the same prior year periods, ~~due~~primarily due to ~~certain~~the ~~intangible~~purchase ~~assets~~of ~~being~~new ~~fully~~software ~~amortized~~licenses induring the ~~current period~~three months ended July 31, 2013.

Restructuring, acquisition and other charges consisted of the following (in thousands, except percentages):

	Three Months Ended April 30,
	Three Months Ended July 31,						Six Months Ended July 31,
	2013			2012			~~$ Change~~2013			~~% Change~~2012
Restructuring	$	35,~~132~~205		$	—480		$	38,~~132~~337		$	~~100~~480	%
Acquisition and Other Charges:
Acquisitions and costs related to issuance of debt		1746			3830			~~(21~~63	)		~~(55~~122	%)
Sponsor and administration fees paid to Silver Lake		~~198~~(66	)		281			~~(83~~131	)		~~(30~~500	%)
Severance, facility and other charges not part of restructuring and not part of ongoing operations		~~261~~73			73826			~~188~~334			~~258~~907	%
Total restructuring, acquisition and other charges	$	3,608		$	392		$	3,216			820	%
Total	$	5,258		$	1,617		$	8,865		$	2,009
Percentage of revenue		9	%		1	%

Restructuring, acquisition and other charges increased in the three and six months ended July 31, 2013, compared to the ~~2012~~same prior year periods, primarily due to recognition of severance and facilities related charges as a result of workforce reductions from our February 2013 ~~Restructuring~~and ~~Plan~~June 2013 restructuring plans implemented during the three months ended April 30, 2013 and July 31, 2013, respectively. The Company reduced its workforce by approximately 8% during the three months ended April 30, 2013 ~~which~~and by approximately 24% during the three months ended July 31, 2013. The workforce reductions affected all parts of the organization ~~including~~worldwide and were accompanied by facility closures and reductions in the North America, Europe and ~~Europe~~Asia Pacific regions. Restructuring charges were based on the Company’s restructuring plans that were committed to by management. Restructuring liabilities are reported within other accrued expenses in the condensed consolidated balance sheets.

Other Income (Expense)

The following table summarizes total other income (expense) for the periods indicated (in thousands, except percentages):

	Three Months Ended April 30,
	Three Months Ended July 31,												Six Months Ended July 31,
	2013			2012			$ Change			% Change			2013			2012			$ Change			% Change
Interest income	$	3554		$	5246		$	~~(17~~8	)		~~(33~~17	%)	$	89		$	98		$	(9	)		(9	%)
Interest expense		(6,~~502~~620	)		(7,~~168~~498	)		~~666~~878			(912	%)		(13,122	)		(14,666	)		1,544			(11	%)
Amend and extend transaction fees		—			(577	)		577			(100	%)
Loss on early extinguishment of debt		—			(154	)		154			—			—			(154	)		154			—
Total other expense, net	$	(6,467	)	$	(7,693	)	$	1,226			(16	%)
Amend and extend transaction fees		—			—			—			—			—			(577	)		577			—
Percentage of revenue		(15	%)		(16	%)
Total other expense, net	$	(6,566	)	$	(7,606	)	$	1,040			(14	%)	$	(13,033	)	$	(15,299	)	$	2,266			(15	%)
Percentage of revenues		N/M			N/M									N/M			N/M
Income tax (benefit) provision		(3,419	)		68			(3,487	)		N/M			(10,031	)		(846	)		(9,185	)		N/M
Effective tax rate		102	%		(28	%)								89	%		20	%

Total other expense decreased in ~~2013~~the three and six months ended July 31, 2013 compared to ~~2012~~the same prior year periods, primarily due to a reduction in interest expense as a result of lower outstanding debt balances, ~~and~~ the absence of loss incurred from early extinguishment of debt, and amend and extend transaction fees on our term loans ~~which was fully recognized in 2012~~.

For additional information regarding the Credit Facility, see “Liquidity and Capital Resources—Senior Secured Credit Agreement” below and Note 4 of notes to our consolidated financial statements in this Report.

2019

Income Tax Benefit

~~The~~Income ~~following~~tax ~~table~~benefit ~~summarizes~~was ~~total~~$3.4 million and $10.0 million in the three and six months ended July 31, 2013, as compared to income tax expense of $0.1 million and income tax benefit of $0.8 million in the three and six months ended July 31, 2012. Our effective income tax rate for the three and six months ended July 31, 2013, differs from the federal statutory rate of 35% primarily due to the impacts of permanently reinvested foreign earnings, the domestic production deduction, research and development credits, and state taxes. During periods ~~indicated~~where (we experience pre-tax losses, these items will generally increase the effective income tax rate above the statutory rate, whereas during periods where we experience pre-tax profits, they will reduce the effective income tax rate below the statutory rate. Accordingly, the effective tax rate was higher in ~~thousands~~the three and six months ended July 31, ~~except~~2013, ~~percentages):~~as compared to the three and six months ended July 31, 2012, due to larger pre-tax losses. See Note 8 of the notes to consolidated financial statements included in this Report for further information regarding income taxes and their impact on our results of operations and financial position.

	Three Months Ended April 30,
	2013			2012			$ Change			% Change
Income tax benefit	$	(6,612	)	$	(914	)	$	(5,698	)		623	%
Percentage of revenue		(16	%)		(2	%)
Effective tax rate		84	%		23	%

Income tax benefit was $6.6 million in the three months ended April 30, 2013, as compared to income tax benefit of $0.9 million in the three months ended April 30, 2012. Our effective income tax rate differs from the federal statutory rate of 35% primarily due to the impacts of permanently reinvested foreign earnings, the domestic production deduction, research and development credits, and state taxes. During periods where we experience pre-tax losses, these items will generally increase the effective income tax rate above the statutory rate, whereas during periods where we experience pre-tax profits, they will reduce the effective income tax rate below the statutory rate. Accordingly the effective tax rate was higher in the three months ended April 30, 2013, as compared to the three months ended April 30, 2012, due to larger pre-tax loss. See Note 8 of the notes to consolidated financial statements included in this Report for further information regarding income taxes and their impact on our results of operations and financial position.

Liquidity and Capital Resources

The following table summarizes our cash flows for the periods indicated (in thousands):

	Three Months Ended April 30,
	Six Months Ended July 31,
	2013			2012
Cash flows provided by operating activities	$	87,~~098~~061		$	119,~~671~~977
Cash flows used in investing activities		(1,~~592~~797	)		(~~538~~5,124	)
Cash flows used in financing activities		(104	)		(311,~~839~~996	)

To date, we have financed our operations and met our capital requirements through cash flows from operations. Our liquidity requirements are significant, primarily due to debt service obligations. We believe that current cash and cash equivalents, and cash flows from operations will satisfy our working capital and capital expenditure requirements at least through ~~April~~July 3031, 2014. As of ~~April~~July 3031, 2013, we had $~~103~~102.73 million in cash and cash equivalents. Approximately 2617% of our cash and cash equivalents were held by foreign subsidiaries as of that date. Our intent is to permanently reinvest ~~our~~ our earnings from foreign operations. We do not anticipate a need to repatriate dividends from foreign operations that are permanently reinvested in order to fund operations. If such funds were repatriated to the United States, we would be required to to accrue and pay applicable U.S. and foreign taxes. At some point in the future, we may require additional funds for either operating or strategic purposes or to refinance our existing indebtedness and may seek to raise additional funds through ~~public~~ public or private debt or equity financing. If we are required to seek additional financing in the future through public or private debt or equity financing, there is no assurance that this additional financing will be available or, if available, will be upon reasonable terms and not legally or structurally senior to or on parity with our existing debt obligations.

Summary of Cash Flows

During the ~~three~~six months ended ~~April~~July 3031, 2013, cash and cash equivalents increased by $65.40 million. The increase was primarily due to the timing of payments made to various parties related to our operating activities, and cash used in investing activities.

Net Cash ~~Provided~~ Provided by Operating Activities. Cash flow from operations for the ~~three~~six months ended ~~April~~July 2031, 2013 decreased by $32.69 million. The decrease was due to the ~~$1.2 million of net loss incurred, and the~~ timing of payments made to various vendors, and tax authorities, and to severance and related payments made as a result of our ~~February~~June 2013 ~~Restructuring~~restructuring ~~Plan~~plan partially offset by lower net loss incurred.

Net Cash Used in ~~Investing~~ Investing Activities. Net cash used in investing activities for the ~~three~~six months ended ~~April~~July 3031, 2013 ~~increased~~decreased by $13.13 million, primarily due to the ~~purchases~~absence of ~~intangible~~large ~~assets, mainly the remaining payment of a~~ technology ~~licensing agreement~~license purchases.

Net Cash Used In Financing Activities. Net cash used in financing activities for the ~~three~~six months ended ~~April~~July 3031, 2013 decreased by $311.79 million, primarily due to the absence of debt principal repayments and lower debt issuance costs payments.

2120

Contractual Obligations and Commitments

The following is a summary of our various contractual commitments as of ~~April~~July 3031, 2013, including non-cancelable operating lease agreements for office space that expire between fiscal years 2014 and 2022 (in thousands):

			Payments Due by Period (1)
			Remainder of		Fiscal year ended January 31,
	Total		2014		2015		2016		2017			2018		Thereafter
Operating leases	$	1413,~~448~~458	$	21,~~587~~731	$	2,~~842~~794	$	2,~~300~~271	$	2,~~188~~168		$	1,~~996~~987	$	2,~~535~~507
Credit Facility:
2016 Tranche B Term Loans: due March 10, 2016		117,399		—		—		—		117,399	(3)		—		—
2016 Extended Term Loans: due March 10, 2016		191,101		—		—		—		191,101	(3)		—		—
Senior Subordinated Notes: due March 15, 2016		101,542		—		—		—		101,542			—		—
Interest payments on long-term debt (2)		7165,~~438~~236		1812,~~403~~246		24,~~481~~492		24,~~481~~429		4,~~073~~069			—		—
	$	~~495~~488,~~928~~736	$	2013,~~990~~977	$	27,~~323~~286	$	26,~~781~~700	$	416,~~303~~279		$	1,~~996~~987	$	2,~~535~~507

(1) This table excludes our unrecognized tax benefits totaling $3.5 million as of ~~April~~July 3031, 2013 since we have determined that the timing of payments with respect to these liabilities cannot be reasonably estimated.

(2) Scheduled interest payments on debt are calculated through the instrument’s due date and assume no principal pay-downs or borrowings. Scheduled interest payments on debt include the 2016 Extended Term Loans due March 10, 2016 at an assumed annual rate of 4.2019%, which is the rate in effect as of ~~April~~July 3031, 2013, the 2016 Tranche B Term Loans due March 10, 2016 at an assumed annual rate of 5.00%, which is the rate in effect as of ~~April~~July 3031, 2013, the commitment fee on the unutilized amount of the 2015 extended revolving credit facility due March 10, 2015 at an assumed annual rate of 0.375%, which is the rate in effect as of ~~April~~July 3031, 2013, and the ten year senior subordinated notes due March 15, 2016 at the stated annual rate of 10.375%.

(3) Subject to a springing maturity that is the 180th day prior to March 10, 2016, if the Senior Subordinated Notes remain outstanding as of such springing maturity date.

Senior Secured Credit Agreement

In March 2006, we entered into a senior secured credit agreement (the “Credit Facility”). The senior secured credit agreement originally provided for (1) a seven-year term loan in the amount of $400.0 million, amortizing at a rate of 1.00% per year on a quarterly basis for the first six and three-quarter years after the closing date of the merger in March 2006, with the balance payable at maturity, and (2) a six-year revolving credit facility that permits loans in an aggregate amount of up to $75.0 million, which includes a letter of credit facility and a swing line facility. In addition, subject to certain terms and conditions, the senior secured credit agreement provides for one or more uncommitted incremental term loan or revolving credit facilities in an aggregate amount not to exceed $150.0 million.

On March 2, 2011, we entered into an amendment to our Credit Facility to extend the final maturity date for the repayment of a portion of outstanding term loans, extend the commitment termination date of the commitments for a portion of the revolving credit facility and provide for additional flexibility in the financial covenants under the Credit Facility (the “First Amend and Extend Transaction”). As a result of the amendment, $191.1 million of the existing term loans were extended and will mature on March 10, 2016 (the “2016 Extended Term Loans”), and $20.0 million of the existing revolving credit commitments were extended and will terminate on March 10, 2015 (the “Extended Revolving Credit Commitments”). The maturity date of the 2016 Extended Term Loans is subject to a springing maturity date that is the 180th day prior to March 10, 2016 if any of the senior subordinated notes remain outstanding as of the springing maturity date. The $124.9 million of the existing term loans that were not extended (the “2013 Term Loans”), and the $55.0 million of the existing revolving credit commitments that were not extended, would continue to mature on March 10, 2013 and March 10, 2012, respectively. As a result of the amendment, the interest rate margins were increased by 200 basis points for the extended facilities. In addition, the maximum total leverage ratio stepped up to 5.50x beginning with the fiscal quarter ended April 30, 2011 and through the test periods ended on July 31, 2012 and stepped down to 5.00x thereafter for both the extended facilities and non-extended facilities. After giving effect to the amendment, the aggregate principal amount outstanding under the senior secured credit agreement did not change, and the principal amount of the term loans would continue to amortize at a rate of 1.00% per year on a quarterly basis.

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On April 12, 2012, we entered into an Extension Agreement and Amendment No. 1 (the “Second Amend and Extend Transaction”) to our Credit Facility to extend the final maturity date of the 2013 Term Loans that were not extended in the First Amend and Extend Transaction. As a result of the Second Amend and Extend Transaction, $117.4 million of the 2013 Term Loans were extended through a combination of the establishment of a new series of term loans and borrowing of incremental term loans under the Credit Facility. In connection with the Second Amend and Extend Transaction, certain holders of 2013 Term Loans that did not elect to extend their loans were repaid and replaced with new lenders, and certain holders had their holdings reallocated. We refer to the incremental term loans, which have identical terms and will be deemed for all purposes under the senior secured credit agreement to be the same class of loans, and the newly extended term loans as the “2016 Tranche B Term Loans.” The 2016 Tranche B Term Loans have an applicable margin for London Interbank Offered Rate, or LIBOR, -based loans of 4.0% (or, if we exceed a specified leverage ratio, 4.25%) (which was 200 basis points higher than the interest rate under the 2013 Term Loans) and a LIBOR floor of 1.0%. The other terms and conditions of the 2016 Tranche B Term Loans are the same as those for the 2016 Extended Term Loans. After giving effect to the Second Amend and Extend Transaction and the repayment of the remaining 2013 Term Loans, all of our outstanding term loans under the Credit Facility have a final maturity date of March 10, 2016, the principal amount of all term loans will continue to amortize at a rate of 1.00% per year on a quarterly basis, and the aggregate principal amount of the term loans outstanding under the Credit Facility did not change. We paid each lender holding 2016 Tranche B Term Loans an original issue discount equal to 1.5% of the principal amount of 2016 Tranche B Term Loans held by such lender.

As of ~~October~~July 31, ~~2012~~2013, the aggregate principal amount outstanding under our Credit Facility was $308.5 million, which consisted of $191.1 million of of 2016 Extended Term Loans and $117.4 million of the 2016 Tranche B Term Loans. The 2016 Extended Term Loans bear interest at a rate equal to LIBOR plus 4.00%. That rate was 4.2019% as of ~~April~~July 3031, 2013. The 2016 Tranche B Term Loans bear ~~interest~~ interest at a rate equal to LIBOR plus 4.00% with a 1.00% LIBOR floor. That rate was 5.00% as of ~~April~~July 3031, 2013. The Extended Revolving Credit Commitments, of which none was outstanding as of ~~April~~July 3031, 2013, bear interest at a rate equal to to three-month LIBOR plus 3.75%.

The Credit Facility bears an annual commitment fee on the undrawn portion of that facility commencing on the date of execution and delivery of the senior secured credit agreement. As a result of the cancellation of the non-extended 2012 revolving credit commitment totaling $55.0 million during the quarter ended October 31, 2011, the annual commitment fee is limited to the undrawn portion of the Extended Revolving Credit Commitments, which was equal to $20.0 million as of ~~April~~July 3031, 2013. Effective February 1, 2011, the annual commitment fee is 0.375% per annum.

All of our obligations under the Credit Facility are secured by:

•

a perfected lien on and pledge of (1) the capital stock and intercompany notes of each existing and future direct and indirect domestic subsidiary of the Company, (2) all the intercompany notes of the Company and (3) 65% of the capital stock of each existing and future direct and indirect first-tier foreign subsidiary of the Company, and

•

a perfected first priority lien, subject to agreed-upon exceptions, on, and security interest in, substantially all of the tangible and intangible properties and assets of the Company and each guarantor.

Senior Subordinated Notes

We have outstanding $101.5 million principal amount of senior subordinated notes as of ~~April~~July 3031, 2013, which bear interest at a rate of 10.375%, payable semi-annually on March 15 and September 15, and which mature on March 15, 2016. Each of our domestic subsidiaries that guarantees our obligations under our Credit Facility will jointly, severally and unconditionally guarantee the notes on an unsecured senior subordinated basis. We do not have any domestic subsidiaries and, accordingly, there are no guarantors. The notes are our unsecured, senior subordinated obligations, and the guarantees, if any, will be unsecured, senior subordinated obligations of the guarantors. The notes are governed by the terms and conditions of an indenture dated March 10, 2006 (“Indenture”). The notes are subject to redemption at our option pursuant to the terms and conditions specified in the Indenture, and may be redeemed at the option of the holders at 101% of their face amount, plus accrued and unpaid interest, upon certain change of control events. We may from time to time repurchase the senior subordinated notes in open market or privately negotiated purchases or redeem the senior subordinated notes pursuant to the terms of the Indenture.

Covenant Compliance

Our Credit Facility and the Indenture contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries’ ability to, among other things:

•

incur additional indebtedness or issue certain preferred shares;

•

pay dividends on, redeem or repurchase our capital stock or make other restricted payments;

•

make investments;

•

make capital expenditures;

•

create certain liens;

•

sell certain assets;

•

enter into agreements that restrict the ability of our subsidiaries to make dividend or other payments to us;

•

guarantee indebtedness;

•

engage in transactions with affiliates;

•

prepay, repurchase or redeem the notes;

•

create or designate unrestricted subsidiaries; and

•

consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

24We are required to satisfy and maintain specified financial ratios and other financial condition tests, including a minimum interest coverage ratio and a maximum total leverage ratio. We were in compliance with all of the covenants under the Credit Facility and Indenture as of July 31, 2013. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet those ratios and tests in the future. A breach of any of these covenants would result in a default (which, if not cured, could mature into an event of default) and in certain cases an immediate event of default under the Credit Facility. Upon the occurrence of an event of default under the Credit Facility, all amounts outstanding under the Credit Facility could be declared to be (or could automatically become) immediately due and payable and all commitments to extend further credit could be terminated.

~~Table~~Under the Indenture, our ability to incur additional debt and make certain restricted payments, subject to specified exceptions, is tied to an “Adjusted EBITDA” (as defined below) to “fixed charges” (as defined below) ratio of ~~Contents~~at least 2.0x. We may incur certain debt and make certain restricted payments and certain permitted investments without regard to the ratio, such as our ability to incur up to an aggregate principal amount of $625.0 million under our senior secured credit agreement (subject to reduction for mandatory prepayments under our senior secured credit agreement and inclusive of amounts outstanding under our senior secured credit agreement from time to time); to acquire persons engaged in a similar business that become restricted subsidiaries and to make other investments equal to the greater of $25.0 million or 2% of our consolidated assets. As of July 31, 2013, we had $308.5 million outstanding under our term loan and no outstanding borrowings under our revolving credit facility. “Fixed charges” is defined in the Indenture as consolidated Interest Expense less interest income, adjusted for acquisitions, and further adjusted for non-cash interest expense.

WeUnder the Credit Facility, we are required to ~~satisfy~~maintain ~~and~~a ~~maintain~~rolling ~~specified~~twelve-month ~~financial~~consolidated ~~ratios~~Adjusted ~~and~~EBITDA ~~other~~to ~~financial~~“Consolidated ~~condition~~Interest ~~tests,~~Expense” ~~including~~(as defined below) ratio of a minimum ~~interest~~of ~~coverage~~2.00x ~~ratio~~at ~~and~~the aend ~~maximum~~of ~~total~~each ~~leverage ratio~~quarter. We“Consolidated ~~were~~Interest Expense” is defined in ~~compliance~~the ~~with~~senior ~~all~~secured ofcredit ~~the~~agreement ~~covenants~~as ~~under~~consolidated ~~the~~cash ~~Credit~~interest ~~Facility~~expense less cash interest income and ~~Indenture~~is asfurther adjusted offor ~~April 30,~~certain ~~2013~~non-cash interest expenses and other items. ~~Our~~We ~~ability~~are also required to ~~meet~~maintain ~~those~~a ~~financial~~rolling ~~ratios~~twelve-month ~~and~~“Consolidated ~~tests can~~Total beDebt” ~~affected~~(as bydefined ~~events~~below) ~~beyond~~to ~~our~~consolidated ~~control,~~Adjusted ~~and~~EBITDA weratio ~~cannot~~of ~~assure~~a ~~you~~maximum ~~that~~of we5.00x ~~will~~at ~~meet~~the ~~those~~end ~~ratios~~of each ~~and~~quarter ~~tests~~beginning inwith the ~~future.~~fiscal Ayear ~~breach~~ending ofJanuary 31, ~~any~~2011. ofUnder ~~these~~the ~~covenants~~terms ~~would~~of ~~result~~the insenior asecured ~~default~~credit ~~(which~~agreement, ifas ~~not~~amended ~~cured~~and restated, ~~could~~the ~~mature~~maximum ~~into~~total anleverage ~~event~~ratio ofstepped ~~default)~~up to 5.50x beginning with the fiscal quarter ending April 30, 2011 through the test period ended July 31, 2012 and instepped ~~certain~~down ~~cases~~to an5.00x ~~immediate~~thereafter. ~~event~~“Consolidated ofTotal ~~default~~Debt” ~~under~~is defined in the ~~Credit~~senior ~~Facility.~~secured ~~Upon~~credit agreement as total debt other than certain indebtedness and is reduced by the ~~occurrence~~amount of ancash ~~event~~and cash equivalents on our consolidated balance sheet in excess of ~~default~~$5.0 ~~under~~million. ~~the~~As ~~Credit~~of ~~Facility~~July 31, ~~all~~2013, ~~amounts~~our ~~outstanding~~Consolidated ~~under~~Total ~~the~~Debt ~~Credit~~was ~~Facility~~$312.8 ~~could~~million, beconsisting ~~declared~~of tototal bedebt ~~(or~~other ~~could~~than ~~automatically~~certain indebtedness ~~become)~~totaling ~~immediately~~$410.0 million, ~~due~~net ~~and~~of ~~payable~~cash and ~~all~~cash ~~commitments~~equivalents toin ~~extend~~excess ~~further~~of ~~credit~~$5.0 ~~could~~million betotaling ~~terminated~~$97.3 million.

Under the Indenture, our ability to incur additional debt and make certain restricted payments, subject to specified exceptions, is tied to an “Adjusted EBITDA” (as defined below) to “fixed charges” (as defined below) ratio of at least 2.0x. We may incur certain debt and make certain restricted payments and certain permitted investments without regard to the ratio, such as our ability to incur up to an aggregate principal amount of $625.0 million under our senior secured credit agreement (subject to reduction for mandatory prepayments under our senior secured credit agreement and inclusive of amounts outstanding under our senior secured credit agreement from time to time); to acquire persons engaged in a similar business that become restricted subsidiaries and to make other investments equal to the greater of $25.0 million or 2% of our consolidated assets. As of April 30, 2013, we had $308.5 million outstanding under our term loan and no money outstanding under our revolving credit facility. “Fixed charges” is defined in the Indenture as consolidated Interest Expense less interest income, adjusted for acquisitions, and further adjusted for non-cash interest expense.

Under the Credit Facility, we are required to maintain a rolling twelve-month consolidated Adjusted EBITDA to “Consolidated Interest Expense” (as defined below) ratio of a minimum of 2.00x at the end of each quarter. “Consolidated Interest Expense” is defined in the senior secured credit agreement as consolidated cash interest expense less cash interest income and is further adjusted for certain non-cash interest expenses and other items. We are also required to maintain a rolling twelve-month “Consolidated Total Debt” (as defined below) to consolidated Adjusted EBITDA ratio of a maximum of 5.00x at the end of each quarter beginning with the fiscal year ending January 31, 2011. Under the terms of the senior secured credit agreement, as amended and restated, the maximum total leverage ratio stepped up to 5.50x beginning with the fiscal quarter ending April 30, 2011 through the test period ended July 31, 2012 and stepped down to 5.00x thereafter. “Consolidated Total Debt” is defined in the senior secured credit agreement as total debt other than certain indebtedness and is reduced by the amount of cash and cash equivalents on our consolidated balance sheet in excess of $5.0 million. As of April 30, 2013, our Consolidated Total Debt was $311.3 million, consisting of total debt other than certain indebtedness totaling $410.0 million, net of cash and cash equivalents in excess of $5.0 million totaling $98.7 million.

The breach of financial covenants in our Credit Facility (i.e., those that require the maintenance of ratios based on Adjusted EBITDA) would force us to seek a waiver or amendment with the lenders under our Credit Facility, and no assurance can be given that we will be able to obtain any necessary waivers or amendments on satisfactory terms, if at all. The lenders would likely condition any waiver or amendment, if given, on additional consideration from us, such as a consent fee, a higher interest rate, principal repayment or more restrictive covenants and limitations on our business. Any such breach, if not waived by the lenders, would result in an event of default under that agreement, in which case the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under the Indenture. Additionally, under our debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Adjusted EBITDA.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is a non-GAAP financial measure used to determine our compliance with certain covenants contained in our Credit Facility. “Adjusted EBITDA” represents EBITDA further adjusted to exclude certain defined unusual items and other adjustments permitted in calculating covenant compliance under our Credit Facility. We believe that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors and lenders regarding our compliance with the financial covenants under our Credit Facility.

Adjusted EBITDA does not represent net income (loss) or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. While Adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, these terms are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation. Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters that we may consider not to be indicative of our ongoing operations. In particular, the definition of Adjusted EBITDA in our Credit Facility allows us to add back certain defined non-cash, extraordinary, unusual or non-recurring charges that are deducted in calculating GAAP net income (loss). Our Credit Facility requires that Adjusted EBITDA be calculated for the most recent four fiscal quarters. As a result, Adjusted EBITDA can be disproportionately affected by a particularly strong or weak quarter and may not be comparable to Adjusted EBITDA for any subsequent four-quarter period or any complete fiscal year.

2523

Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters that we may consider not to be indicative of our ongoing operations. In particular, the definition of Adjusted EBITDA in our Credit Facility allows us to add back certain defined non-cash, extraordinary, unusual or non-recurring charges that are deducted in calculating GAAP net income (loss). Our Credit Facility requires that Adjusted EBITDA be calculated for the most recent four fiscal quarters. As a result, Adjusted EBITDA can be disproportionately affected by a particularly strong or weak quarter and may not be comparable to Adjusted EBITDA for any subsequent four-quarter period or any complete fiscal year.

The following is a reconciliation of net income, a GAAP measure of our operating results, to Adjusted EBITDA as defined in our debt agreements (in thousands):

	Three Months Ended April 30,
	Three Months Ended July 31,						Six Months Ended July 31,
	2013			2012			2013			2012
Net loss	$	(1,237	)	$	(3,113	)
Net income (loss)	$	52		$	(314	)	$	(1,185	)	$	(3,427	)
Non-operating expense, net (1)		6,~~467~~566			7,~~693~~606			13,033			15,299
Income tax benefit		(6,612	)		(914	)
Income tax (benefit) provision		(3,419	)		68			(10,031	)		(846	)
Amortization expense (2)		9,~~604~~613			9,~~183~~076			19,218			18,259
Stock-based compensation		~~507~~838			~~484~~525			1,345			1,009
Restructuring, acquisition and other charges (3)		3,608			392
Restructuring, acquisition and other charges(3)		5,258			1,617			8,865			2,009
Sub-total		1218,~~337~~908			1318,~~725~~578			31,245			32,303
Depreciation (2)		~~459~~441			~~632~~676			900			1,307
Adjusted EBITDA	$	1219,~~796~~349		$	1419,~~357~~254		$	32,145		$	33,610

(1) Non-operating expense, net includes interest income, interest expense including amortization of debt issuance costs, gain (loss) on early extinguishment of debt, and amend and extend transaction fees.

(2)	Depreciation and amortization expense includes depreciation of fixed assets and amortization of intangibles.

(3)

Restructuring, acquisition, and other charges include charges related to restructuring plans; acquisitions-related costs; and other charges including sponsor and administration fees, costs related to issuance of debt, and severance, facility and other charges that are not part of restructuring and not part of ongoing operations.

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

Our exposures to market risk have not changed materially since January 31, 2013. For quantitative and qualitative disclosures about market risk, see Part II, Item 7A Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the fiscal year ended January 31, 2013.

ITEM 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer, and ~~Acting~~ Chief Financial Officer, with the assistance of senior management personnel, have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of ~~April~~July 3031, 2013. We perform this evaluation on a quarterly basis so that the conclusions concerning the effectiveness of our ~~disclosure~~ disclosure controls and procedures can be reported in our annual and quarterly reports filed under the Exchange Act. Based on this evaluation, and subject to the limitations described below, our Chief Executive Officer, and ~~Acting~~ Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~April~~July 3031, 2013.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended April 30, 2013 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls. Our management, including our Chief Executive Officer, and ~~Acting~~ Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurances that the objectives of the control system are met. The design of a control system reflects resource constraints, and the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, have been or will be detected.

2624

PART II—OTHER INFORMATION

ITEM 1.

Legal Proceedings

Information with respect to this Item may be found in Note 9 of notes to our unaudited condensed consolidated financial statements in Part I, Item I of this Report, which information is incorporated into this Item 1 by reference.

ITEM 1A.

Risk Factors

InThere ~~addition~~have tobeen ~~the~~no material ~~information~~changes infrom ~~this Report, you should carefully consider~~ the ~~risks~~risk factors ~~relating~~associated towith our business, financial condition and results of operations as set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2013. ~~This~~and ~~section~~Part ~~supplements~~II, Item 1A ~~and~~of ~~updates~~our ~~those~~Quarterly ~~Risk~~Report ~~Factors~~on Form 10-Q for the fiscal quarter ended April 30, 2013.

We may not achieve the results expected from our restructuring plans, which could have a material adverse effect on our business, operating results and financial condition.

In June 2013, our board of directors approved a plan to focus our strategy on our key product lines and restructure the Company. We intend to focus our Go-To-Market strategy on our core mainframe and distributed system products and release management product line, and streamline and simplify our organizational structure. In order to deliver on this strategy, we initiated the June 2013 Restructuring Plan to eliminate certain management layers and reduce redundant personnel across the company. We expect this plan to involve significant transitions as we eliminate approximately 137 employees and contractors, and to incur significant restructuring charges as we implement these activities. In addition, in February 2013, we implemented a separate restructuring plan that reduced our workforce by approximately 8% and affected all parts of the organization, including facility closures in the North America and Europe regions. These changes to our business may be disruptive and may negatively impact sales of software licenses, particularly in the quarter ending July 31, 2013, and our restructured operations may not be more efficient or effective than our current business. Any decision to limit investment in any products may result in the recording of additional charges, such as technology-related write-offs, or claims from third parties who were resellers or users of discontinued products. Further, any estimates relating to liabilities for excess facilities are affected by changes in real estate market conditions. Our restructuring activities, including any related charges and headcount reductions, could have a material adverse effect on our business, operating results and financial condition.

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

During the quarter ended April 30, 2013, our current employees exercised 13,167 options in exchange for common shares for an aggregate exercise price of $32,918. The options were effected through a combination of cash and net exercises, with 6,584 shares applied to the payment of the exercise prices, 2,889 shares applied to the payment of applicable tax and withholding obligations and 3,694 shares issued to the employees. In addition, a total of 100,000 shares of our common stock were issuable to an employee as a result of the vesting of restricted stock units. The employee paid the respective tax and withholdings through the net issuance of shares. A total of 39,234 shares of common stock were applied to the payment of applicable tax and withholding obligations and 60,766 shares of common stock were issued to the employee. No consideration was furnished by the employee in exchange for the shares of common stock.

The shares of our common stock were issued under an exemption from registration requirements pursuant to Rule 701, adopted pursuant to Section 3(b) of the Securities Act of 1933, as amended, which provides an exemption for offers and sales of securities pursuant to certain compensatory benefit plans.

ITEM 5. Other Information

In June 2013, our board of directors approved the June 2013 Restructuring Plan, to eliminate certain management layers and reduce redundant personnel across the Company. We expect to eliminate approximately 137 employees and contractors, and estimate these restructuring charges related to severance, payroll taxes and employee benefits to be within a range of $4.1 million to $4.6 million. The June 2013 Restructuring Plan is expected to be completed in fiscal year 2014, with payments substantially made in the same fiscal year.

ITEM 6.

Exhibits

See Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Report, which Exhibit Index is incorporated herein by reference.

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SIGNATURES

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

SERENA SOFTWARE, INC. By: /s/ ~~Edward~~Robert ~~Malysz~~I. ~~Edward~~Pender, ~~Malysz~~Jr. ~~Senior~~Robert ~~Vice~~I. ~~President~~Pender, ~~General~~Jr. ~~Counsel~~Senior ~~and~~Vice ~~Secretary~~President, Finance and ~~Acting~~ Chief Financial Officer (Principal Financial and Accounting Officer)

Date: ~~June~~August 1030, 2013

2826

EXHIBIT INDEX

10.1*		FYForm ~~2014~~of ~~Executive~~Change ~~Annual~~in ~~Incentive~~Control ~~Plan~~Agreement between Serena Software, Inc. and Greg Hughes (incorporated by reference to Exhibit 10.3506 to the registrant’s ~~Annual~~Current Report on Form 108-K (File No. 000-25285) filed by the registrant with the SEC on ~~March~~May 297, 2013)
10.2*		~~Form~~Employment ofOffer ~~Restricted~~Letter ~~Stock~~between ~~Unit~~Serena ~~Agreement~~Software, ~~(Retention~~Inc. ~~Award) under Amended~~ and ~~Restated~~Greg ~~2006~~Hughes, ~~Stock~~dated ~~Incentive~~May ~~Plan~~1, 2013 (incorporated by reference to Exhibit 10.0107 to the registrant’s Current Report on Form 8-K (File No. 000-25285) filed by the registrant with the SEC on ~~March~~May 217, 2013)
10.3*		~~Form~~Agreement ofand ~~Change~~Release ~~in Control Agreement~~ between Serena Software, Inc. and ~~Greg~~Joseph ~~Hughes~~Passarello, dated May 1, 2013 (incorporated by reference to Exhibit 10.0608 to the registrant’s Current Report on Form 8-K (File No. 000-25285) filed by the registrant with the SEC on May 7, 2013)
10.4*		~~Employment~~Modification of Offer Letter between Serena Software, Inc. and Greg Hughes, dated ~~May~~June 120, 2013 (incorporated by reference to Exhibit 10.075 to the registrant’s Current Report on Form 8-K (File No. 000-25285) filed by the registrant with the SEC on ~~May~~June 721, 2013)
10.5*		~~Agreement~~Employment ~~and~~Offer ~~Release~~Letter between Serena Software, Inc. and ~~Joseph~~Robert ~~Passarello,~~I. Pender Jr. dated ~~May~~June 120, 2013 (incorporated by reference to Exhibit 10.084 to the registrant’s Current Report on Form 8-K (File No. 000-25285) filed by the registrant with the SEC on ~~May~~June 721, 2013)
10.6*		FY 2014 Executive Annual Incentive Plan (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K (File No. 000-25285) filed by the registrant with the SEC on June 21, 2013)
10.7*		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K (File No. 000-25285) filed by the registrant with the SEC on June 21, 2013)
31.01†		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02†		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01‡		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.02‡		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101††		The following financial information from Serena Software, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended ~~April~~July 3031, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of ~~April~~July 3031, 2013 (Unaudited) and January 31, 2013, (ii) Condensed Consolidated Statements of ~~Operations~~Comprehensive Loss (Unaudited) for the three and six months ended ~~April~~July 3031, 2013 and 2012, (iii) Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~three~~six months ended ~~April~~July 3031, 2013 and 2012 and (iv) the Notes to Condensed Consolidated Financial Statements (Unaudited)

*	Indicates a management contract or compensatory plan or arrangement.

†	Exhibit is filed herewith.

‡	Exhibit is furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

††

The information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and is not subject to liability under these sections, in accordance with Rule 406T of Regulation S-T.

2927

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