##### Table of Contents

---

FORM 10-Q



---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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



For the quarterly period ended October 31, 2004



OR



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



For the transition period from              to



Commission File Number 0-21709



---



INTELLISYNC CORPORATION

(Exact name of Registrant as specified in its
charter)



---



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 77-0349154                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



2550 North First
Street, San Jose, California 95131

(Address of principal executive office and zip code)



(408) 321-7650

(Registrants telephone number, including area code)



---



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



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



Indicate
the number of shares outstanding of each of the issuers classes of common stock, as of December 6, 2004: 66,217,675



---



---

##### Table of Contents

INTELLISYNC CORPORATION



10-Q REPORT



INDEX



|                               |  |         |  |                                                                                                      |  |           
|------------------------------ |  | ------- |  | ---------------------------------------------------------------------------------------------------- |  | ----------
|                               |  |         |  |                                                                                                      |  | PageNumber
|PART I - FINANCIAL INFORMATION |  | 1      
|                               |  |         | 
|                               |  | Item 1. |  | Unaudited Condensed Consolidated Financial Statements                                                |  | 1         
|                               |  |         | 
|                               |  |         |  | Condensed Consolidated Balance Sheets as of October 31, 2004 and July 31, 2004                       |  | 1         
|                               |  |         |  | Condensed Consolidated Statements of Operations for the three months ended October 31, 2004 and 2003 |  | 2         
|                               |  |         |  | Condensed Consolidated Statements of Cash Flows for the three months ended October 31, 2004 and 2003 |  | 3         
|                               |  |         | 
|                               |  |         |  | Notes to Unaudited Condensed Consolidated Financial Statements                                       |  | 4         
|                               |  |         | 
|                               |  | Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                |  | 22        
|                               |  |         | 
|                               |  | Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                           |  | 52        
|                               |  |         | 
|                               |  | Item 4. |  | Controls and Procedures                                                                              |  | 53        
|                               | 
|PART II - OTHER INFORMATION    |  | 54     
|                               |  |         | 
|                               |  | Item 1. |  | Legal Proceedings                                                                                    |  | 54        
|                               |  |         | 
|                               |  | Item 2. |  | Changes in Securities and Use of Proceeds                                                            |  | 54        
|                               |  |         | 
|                               |  | Item 3. |  | Defaults Upon Senior Securities                                                                      |  | 54        
|                               |  |         | 
|                               |  | Item 4. |  | Submission of Matters to a Vote of Security Holders                                                  |  | 54        
|                               |  |         | 
|                               |  | Item 5. |  | Other Information                                                                                    |  | 54        
|                               |  |         | 
|                               |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                                     |  | 54        
|                               | 
|SIGNATURE                      |  | 56     
|                               | 
|EXHIBIT INDEX                  |  | 57     



---

##### Table of Contents

INTELLISYNC CORPORATION



PART I
- FINANCIAL INFORMATION



Item 1. Unaudited Condensed Consolidated Financial Statements



CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)



|                                                                                                                                                 |  |                 |          |   |              |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------- | -------- | - | ------------ | - | -------- | -
|                                                                                                                                                 |  | October 31,2004 |          |   | July 31,2004 |  
|Assets                                                                                                                                           |  |                 |          |   |              |   |          |  
|Current assets:                                                                                                                                  |  |                 |          |   |              |   |          |  
|Cash and cash equivalents                                                                                                                        |  | $               | 12,479   |   |              | $ | 12,991   |  
|Short-term investments                                                                                                                           |  |                 | 40,204   |   |              |   | 40,657   |  
|Accounts receivable, net of allowance for doubtful accounts of $525 and $470                                                                     |  |                 | 10,859   |   |              |   | 10,380   |  
|Inventories                                                                                                                                      |  |                 | 53       |   |              |   | 69       |  
|Other current assets                                                                                                                             |  |                 | 2,182    |   |              |   | 2,485    |  
|                                                                                                                                                 |  |                 |          |   |              |   |          |  
|Total current assets                                                                                                                             |  |                 | 65,777   |   |              |   | 66,582   |  
|                                                                                                                                                 |  |                
|Property and equipment, net                                                                                                                      |  |                 | 2,313    |   |              |   | 1,540    |  
|Goodwill                                                                                                                                         |  |                 | 65,310   |   |              |   | 65,288   |  
|Other intangible assets, net                                                                                                                     |  |                 | 28,073   |   |              |   | 29,828   |  
|Restricted cash                                                                                                                                  |  |                 | 3,616    |   |              |   | 4,032    |  
|Other assets                                                                                                                                     |  |                 | 2,856    |   |              |   | 3,084    |  
|                                                                                                                                                 |  |                 |          |   |              |   |          |  
|Total assets                                                                                                                                     |  | $               | 167,945  |   |              | $ | 170,354  |  
|                                                                                                                                                 |  |                 |          |   |              |   |          |  
|Liabilities and Stockholders Equity                                                                                                             |  |                 |          |   |              |   |          |  
|Current liabilities:                                                                                                                             |  |                 |          |   |              |   |          |  
|Accounts payable                                                                                                                                 |  | $               | 2,453    |   |              | $ | 1,562    |  
|Accrued liabilities                                                                                                                              |  |                 | 6,487    |   |              |   | 7,482    |  
|Current portion of obligations under capital lease                                                                                               |  |                 | 142      |   |              |   | 51       |  
|Deferred revenue                                                                                                                                 |  |                 | 5,548    |   |              |   | 5,794    |  
|                                                                                                                                                 |  |                 |          |   |              |   |          |  
|Total current liabilities                                                                                                                        |  |                 | 14,630   |   |              |   | 14,889   |  
|                                                                                                                                                 |  |                
|Obligations under capital lease                                                                                                                  |  |                 | 325      |   |              |   | 144      |  
|Convertible senior notes                                                                                                                         |  |                 | 59,396   |   |              |   | 58,443   |  
|Other liabilities                                                                                                                                |  |                 | 1,350    |   |              |   | 2,487    |  
|                                                                                                                                                 |  |                 |          |   |              |   |          |  
|Total liabilities                                                                                                                                |  |                 | 75,701   |   |              |   | 75,963   |  
|                                                                                                                                                 |  |                 |          |   |              |   |          |  
|Commitments and contingencies (Note 8)                                                                                                           |  |                 |          |   |              |   |          |  
|                                                                                                                                                 |  |                
|Stockholders equity:                                                                                                                            |  |                 |          |   |              |   |          |  
|Preferred stock, $0.001 par value; 2,000 shares authorized; none issued and outstanding at October 31, 2004 and July 31, 2004                    |  |                 |         |   |              |   |         |  
|Common stock, $0.001 par value; 160,000 shares authorized; 66,198 and 65,592 shares issued and outstanding at October 31, 2004 and July 31,
2004 |  |                 | 66       |   |              |   | 66       |  
|Additional paid-in capital                                                                                                                       |  |                 | 226,543  |   |              |   | 225,832  |  
|Accumulated deficit                                                                                                                              |  |                 | (134,622 | ) |              |   | (131,116 | )
|Accumulated other comprehensive loss                                                                                                             |  |                 | 257      |   |              |   | (391     | )
|                                                                                                                                                 |  |                 |          |   |              |   |          |  
|Total stockholders equity                                                                                                                       |  |                 | 92,244   |   |              |   | 94,391   |  
|                                                                                                                                                 |  |                 |          |   |              |   |          |  
|Total liabilities and stockholders equity                                                                                                       |  | $               | 167,945  |   |              | $ | 170,354  |  
|                                                                                                                                                 |  |                 |          |   |              |   |          |  



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



1



---

##### Table of Contents

INTELLISYNC CORPORATION



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)



|                                                                                    |  |                               |        |   |      |   |        |  
|----------------------------------------------------------------------------------- |  | ----------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                    |  | Three Months EndedOctober 31, |       
|                                                                                    |  | 2004                          |        |   | 2003 |  
|Revenue                                                                             |  |                               |        |   |      |   |        |  
|License                                                                             |  | $                             | 7,825  |   |      | $ | 5,270  |  
|Services                                                                            |  |                               | 4,477  |   |      |   | 2,746  |  
|                                                                                    |  |                               |        |   |      |   |        |  
|Total revenue                                                                       |  |                               | 12,302 |   |      |   | 8,016  |  
|                                                                                    |  |                               |        |   |      |   |        |  
|Cost and operating expenses:                                                        |  |                               |        |   |      |   |        |  
|Cost of revenue (includes non-cash stock compensation of $(16) and $121)            |  |                               | 2,341  |   |      |   | 1,634  |  
|Amortization of developed and core technology                                       |  |                               | 1,156  |   |      |   | 153    |  
|Research and development (includes non-cash stock compensation of $(3) and $46)     |  |                               | 3,329  |   |      |   | 2,193  |  
|Sales and marketing (includes non-cash stock compensation of $(34) and $291)        |  |                               | 5,589  |   |      |   | 3,280  |  
|General and administrative (includes non-cash stock compensation of $(12) and $798) |  |                               | 2,049  |   |      |   | 2,385  |  
|Amortization of other intangibles                                                   |  |                               | 1,046  |   |      |   | 106    |  
|In-process research and development                                                 |  |                               |       |   |      |   | 469    |  
|Other charges                                                                       |  |                               |       |   |      |   | 76     |  
|                                                                                    |  |                               |        |   |      |   |        |  
|Total cost and operating expenses                                                   |  |                               | 15,510 |   |      |   | 10,296 |  
|                                                                                    |  |                               |        |   |      |   |        |  
|Operating loss                                                                      |  |                               | (3,208 | ) |      |   | (2,280 | )
|Other income (expense):                                                             |  |                               |        |   |      |   |        |  
|Interest income                                                                     |  |                               | 236    |   |      |   | 131    |  
|Interest expense                                                                    |  |                               | (240   | ) |      |   |       |  
|Other, net                                                                          |  |                               | (179   | ) |      |   | (5     | )
|                                                                                    |  |                               |        |   |      |   |        |  
|Total other income (expense)                                                        |  |                               | (183   | ) |      |   | 126    |  
|                                                                                    |  |                               |        |   |      |   |        |  
|Loss before income taxes                                                            |  |                               | (3,391 | ) |      |   | (2,154 | )
|Provision for income taxes                                                          |  |                               | (115   | ) |      |   | (107   | )
|                                                                                    |  |                               |        |   |      |   |        |  
|Net loss                                                                            |  | $                             | (3,506 | ) |      | $ | (2,261 | )
|                                                                                    |  |                               |        |   |      |   |        |  
|Basic and diluted net loss per common share                                         |  | $                             | (0.05  | ) |      | $ | (0.05  | )
|                                                                                    |  |                               |        |   |      |   |        |  
|Shares used in computing basic and diluted net loss per common share                |  |                               | 64,418 |   |      |   | 48,266 |  
|                                                                                    |  |                               |        |   |      |   |        |  



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



2



---

##### Table of Contents

INTELLISYNC CORPORATION



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                            |  |                               |        |   |      |   |        |  
|--------------------------------------------------------------------------- |  | ----------------------------- | ------ | - | ---- | - | ------ | -
|                                                                            |  | Three Months EndedOctober 31, |       
|                                                                            |  | 2004                          |        |   | 2003 |  
|Cash flows from operating activities:                                       |  |                               |        |   |      |   |        |  
|Net loss                                                                    |  | $                             | (3,506 | ) |      | $ | (2,261 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                               |        |   |      |   |        |  
|In-process research and development                                         |  |                               |       |   |      |   | 469    |  
|Allowance for doubtful accounts                                             |  |                               | 61     |   |      |   | 40     |  
|Depreciation                                                                |  |                               | 278    |   |      |   | 238    |  
|Amortization                                                                |  |                               | 2,202  |   |      |   | 259    |  
|Amortization of debt issuance costs                                         |  |                               | 159    |   |      |   |       |  
|Non-cash stock compensation                                                 |  |                               | (65    | ) |      |   | 1,256  |  
|Changes in operating assets and liabilities:                                |  |                               |        |   |      |   |        |  
|Accounts receivable                                                         |  |                               | (540   | ) |      |   | (750   | )
|Inventories                                                                 |  |                               | 16     |   |      |   | (140   | )
|Other current assets                                                        |  |                               | 791    |   |      |   | 215    |  
|Other assets                                                                |  |                               | 40     |   |      |   | (323   | )
|Accounts payable                                                            |  |                               | 891    |   |      |   | (206   | )
|Accrued liabilities                                                         |  |                               | (1,179 | ) |      |   | (2,148 | )
|Deferred revenue                                                            |  |                               | (246   | ) |      |   | 63     |  
|                                                                            |  |                               |        |   |      |   |        |  
|Net cash used in operating activities                                       |  |                               | (1,098 | ) |      |   | (3,282 | )
|                                                                            |  |                               |        |   |      |   |        |  
|Cash flows from investing activities:                                       |  |                               |        |   |      |   |        |  
|Purchase of property and equipment                                          |  |                               | (755   | ) |      |   | (147   | )
|Purchase of short term investments                                          |  |                               | (1,028 | ) |      |   | (4,073 | )
|Proceeds from the sales of short-term investments                           |  |                               | 500    |   |      |   | 2,175  |  
|Proceeds from the maturities of short-term investments                      |  |                               | 1,000  |   |      |   | 1,000  |  
|Decrease in restricted cash                                                 |  |                               | 416    |   |      |   |       |  
|                                                                            |  |                               |        |   |      |   |        |  
|Net cash provided by (used in) investing activities                         |  |                               | 133    |   |      |   | (1,045 | )
|                                                                            |  |                               |        |   |      |   |        |  
|Cash flows from financing activities:                                       |  |                               |        |   |      |   |        |  
|Debt issuance cost                                                          |  |                               | (89    | ) |      |   |       |  
|Principal payments on capital lease                                         |  |                               | (24    | ) |      |   |       |  
|Proceeds upon exercise of stock options                                     |  |                               | 161    |   |      |   | 1,307  |  
|Proceeds from ESPP shares issued                                            |  |                               | 300    |   |      |   | 147    |  
|                                                                            |  |                               |        |   |      |   |        |  
|Net cash provided by financing activities                                   |  |                               | 348    |   |      |   | 1,454  |  
|                                                                            |  |                               |        |   |      |   |        |  
|Effect of exchange rate changes on cash and cash equivalents                |  |                               | 105    |   |      |   | 6      |  
|                                                                            |  |                               |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                   |  |                               | (512   | ) |      |   | (2,873 | )
|Cash and cash equivalents at beginning of period                            |  |                               | 12,991 |   |      |   | 7,842  |  
|                                                                            |  |                               |        |   |      |   |        |  
|Cash and cash equivalents at end of period                                  |  | $                             | 12,479 |   |      | $ | 4,969  |  
|                                                                            |  |                               |        |   |      |   |        |  



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



3



---

##### Table of Contents

INTELLISYNC CORPORATION



NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 1 The
Company and a Summary of its Significant Accounting Policies



The
Company



Intellisync Corporation, Intellisync or the
Company, develops, markets and supports desktop, enterprise and mobile carrier-class push-email, synchronization and systems management software that enables consumers, business professionals and information technology professionals to
extend the capabilities of enterprise groupware and vertical applications, handheld organizers/computers, Web-enabled mobile phones, pagers and other wireless or wireline personal communications platforms. The Companys Identity Systems
(formerly Search Software America) subsidiary develops, markets and supports global solutions that enhance an organizations ability to search, find, match, screen and group identity data within their computer systems and network databases.



Liquidity and Capital Resources



The Company has incurred losses and negative cash flows since inception. The
Company incurred a net loss of approximately $3,506,000 and negative cash flows from operations of approximately $1,151,000 for the three months ended October 31, 2004. The Companys cash balances may decline further, although the Company
believes that its existing cash resources, combined with revenues from continuing operations, will be adequate to fund its operations for at least the next 12 months. Failure to generate sufficient revenues or control spending could adversely affect
the Companys ability to achieve its business objectives.



Basis of
Presentation and Consolidation



The accompanying condensed
consolidated financial statements of Intellisync as of October 31, 2004 and for the three months ended October 31, 2004 are unaudited and reflect all normal recurring adjustments which are, in the opinion of management, necessary for their fair
presentation. These condensed consolidated financial statements should be read in conjunction with the Companys consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year
ended July 31, 2004. The condensed consolidated balance sheet as of July 31, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. The results of operations for the interim period ended October 31, 2004 are not necessarily indicative of results to be expected for the full year.



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



Certain amounts in prior periods have been reclassified to conform to the current presentation.



Use of Estimates and Assumptions



The preparation of the condensed consolidated financial statements in
conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including those related to provision for doubtful accounts, channel
inventory and product returns, valuation of intangibles, investments and other long-lived assets, restructuring accruals, license and services revenue recognition and contingencies. The Company bases its estimates on various factors and information
which may include, but are not limited to, history and prior experience, experience of other enterprises in the same industry, new related events, current economic conditions and information from third party



4



---

##### Table of Contents

professionals that are believed to be reasonable under the circumstances, the results of which form the basis for taking
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



Revenue Recognition



Revenue is derived from software licenses and related services, which include implementation and integration of software
solutions, post contract support, training and consulting.



Transactions involving the sale of software products are accounted for under the American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) No. 97-2, Software Revenue Recognition, as amended by
SOP No. 98-9, Modification of 97-2, Software Revenue Recognition with Respect to Certain Transactions. For contracts with multiple elements, and for which vendor-specific objective evidence of fair value for the undelivered
elements exists, revenue is recognized for the delivered elements based upon the residual contract value as prescribed by SOP No. 98-9. The Company has accumulated relevant information from contracts to use in determining the availability of
vendor-specific objective evidence and believes that such information complies with the criteria established in SOP No. 97-2 as follows:



| |  | Customers are required to pay separately for maintenance. Optional stated future renewal rates are included as a term of the contracts. The Company uses the renewal rate as
vendor-specific objective evidence of fair value for maintenance.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The Company charges standard hourly rates for consulting services, when such services are sold separately, based upon the nature of the services and experience of the professionals
performing the services.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | For training, the Company charges standard rates for each course based upon the duration of the course, and such courses are separately priced in contracts. The Company has a
history of selling such courses separately.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Revenue from license fees is recognized when persuasive evidence of an arrangement exists, delivery of the product has occurred, no significant Company obligations with regard to implementation or integration exist, the fee is fixed or
determinable and collectibility is probable. Arrangements for which the fees are not deemed probable for collection are recognized upon cash collection. Payments from customers received in advance of revenue recognition are recorded as deferred
revenue.



Services revenue primarily comprises revenue from
consulting fees, maintenance contracts, training and hosting fees. Services revenue from consulting, hosting and training is recognized as the service is performed. Maintenance contracts include the right to unspecified upgrades and ongoing support.
Maintenance revenue is deferred and recognized ratably as services are provided over the maintenance period.



License and services revenue on contracts involving significant implementation, customization or services, that are essential to the functionality of the
software is recognized over the period of each engagement, primarily using the percentage-of-completion method. Labor hours incurred is generally used as the measure of progress towards completion as prescribed by SOP No. 81-1, Accounting
for Performance of Construction-Type and Certain Product-Type Contracts. Revenue for these arrangements is classified as license revenue and services revenue based upon estimates of fair value for each element, and the revenue is
recognized based on the percentage-of-completion ratio for the arrangement. A provision for estimated losses on engagements is made in the period in which the loss becomes probable and can be reasonably estimated. The Company considers a project
completed when all contractual obligations have been met (generally the go live date).



The Company currently licenses its products directly to individuals, small businesses and corporations, to original equipment manufacturers, or OEMs, and to distributors and value-added resellers in North America,
Europe, the Asia-Pacific region, South America and Africa. Revenue from products distributed indirectly through major distributors and resellers is recognized on a sell through basis. Agreements with the Companys major distributors and
resellers contain specific product return privileges for stock rotation and obsolete products that are generally



5



---

##### Table of Contents

limited to contractual amounts. Reserves for estimated future returns are provided for upon revenue recognition. Product
returns are recorded as a reduction of revenues. Accordingly, the Company has established a product returns reserve composed of 100% of product inventories held at the Companys distribution partners, as well as an estimated amount for returns
from customers of the distributors and other resellers as a result of stock rotation and obsolete products. Such reserves are based on:



| |  | historical product returns and inventory levels on a product by product basis;
| | - | ------------------------------------------------------------------------------



| |  | current inventory levels and sell through data on a product by product basis as reported by the Companys major distributors worldwide;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------



| |  | demand forecast by product in each of the principal geographic markets, which is impacted by the Companys product release schedule, seasonal trends and analyses developed by
the Companys internal sales and marketing group; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | general economic conditions.
| | - | ----------------------------



The Company licenses rights to use its technology portfolio, whereby licensees, particularly OEMs, typically pay a non-refundable license fee in one or
more installments and on-going royalties based on their sales of products incorporating the Companys technology. Revenue from OEMs under minimum guaranteed royalty arrangements, which are not subject to future obligations, is recognized when
such royalties are earned and become payable. Royalty revenue is recognized as earned when reasonable estimates of such amounts can be made. Royalty revenue that is subject to future obligations is recognized when such obligations are fulfilled.
Royalty revenue that exceeds minimum guarantees is recognized in the period earned.



Stock-Based Compensation



The Company accounts
for non-cash stock-based employee compensation using the intrinsic method in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and Related Interpretations, and complies with
the disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation and SFAS No. 148, Accounting for Stock-Based Compensation, Transition and
Disclosures. Stock and other equity instruments issued to non-employees is accounted for in accordance with SFAS No. 123 and Emerging Issues Task Force Issue (EITF) No. 96-18, Accounting for Equity Instruments Issued to Other than
Employees for Acquiring, or in Conjunction with Selling Goods or Services and valued using the Black Scholes model. Expense associated with stock-based compensation is being amortized on an accelerated basis over the vesting period of the
individual award consistent with the method described in Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 28.



If compensation cost for the Companys stock plans had been determined consistent with SFAS No. 123 Accounting for Stock-Based
Compensation, the Companys net loss and loss per common share would have been adjusted to the pro-forma amounts indicated below (in thousands, except per common share data):



|                                                                                                          |  |                               |        |   |      |   |        |  
|--------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                          |  | Three Months EndedOctober 31, |       
|                                                                                                          |  | 2004                          |        |   | 2003 |  
|Net loss as reported                                                                                      |  | $                             | (3,506 | ) |      | $ | (2,261 | )
|Add: Stock-based employee compensation expense (recovery) included in reported net loss                   |  |                               | (65    | ) |      |   | 1,256  |  
|Deduct: Total stock-based employee compensation expense determined under fair value method for all awards |  |                               | (1,207 | ) |      |   | (558   | )
|                                                                                                          |  |                               |        |   |      |   |        |  
|Pro forma net loss                                                                                        |  | $                             | (4,778 | ) |      | $ | (1,563 | )
|                                                                                                          |  |                               |        |   |      |   |        |  
|Basic and diluted net loss per common share as reported                                                   |  | $                             | (0.05  | ) |      | $ | (0.05  | )
|                                                                                                          |  |                               |        |   |      |   |        |  
|Basic and diluted pro forma net loss per common share                                                     |  | $                             | (0.07  | ) |      | $ | (0.03  | )
|                                                                                                          |  |                               |        |   |      |   |        |  



6



---

##### Table of Contents

Because the Black-Scholes option valuation model was developed for traded options and requires the input
of subjective assumptions and the number of future shares to be issued or cancelled is not known, the resulting pro forma compensation cost may not be representative of that to be expected in future years.



Derivative Instruments



The Company applies SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as
amended, which establishes accounting and reporting standards for derivative instruments and for hedging activities. SFAS No. 133 requires that an entity recognize derivatives as either assets or liabilities on the balance sheet and measure those
instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. The Company designates its derivatives based upon criteria established by SFAS No.
133. For a derivative designated as a fair value hedge, the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributed to the risk being hedged. For a derivative designated
as a cash flow hedge, the effective portion of the derivatives gain or loss is initially reported as a component of accumulated other comprehensive income and subsequently reclassified into earnings when the hedged exposure affects earnings.
The ineffective portion of the gain or loss is reported in earnings immediately. Refer to Note 7 for details on the Companys only derivative instruments.



Note 2 Recently Issued Accounting Pronouncement



Other-Than-Temporary Impairment



In March 2004, the EITF reached consensus on Issue 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments. EITF No. 03-01 includes new guidance for evaluating and recording impairment losses on debt and equity investments, as well as new disclosure requirements for investments that are deemed to be temporarily impaired. The
disclosure requirements are effective for fiscal years ending after June 15, 2004. The Company has adopted the disclosure requirements in fiscal 2004 accordingly and incorporated such disclosures in note 3 to consolidated financial statements
included in its Annual Report on Form 10-K for the fiscal year ended July 31, 2004. The accounting guidance of EITF No. 03-01 is applicable for reporting periods after June 15, 2004. However, the effective date of such guidance has been delayed
until the FASB issues a Staff Interpretation on this matter. The delay does not have a specified date. Until an effective date is determined, existing guidance continues to apply in determining if an impairment is other than temporary. The Company
will evaluate the impact of EITF No. 03-01 once final guidance is issued.



Contingently Convertible Debt on Diluted Earnings per Share



In July 2004, the EITF issued a draft abstract for EITF No. 04-08, The Effect of Contingently Convertible Debt on Diluted Earnings per Share. EITF 04-08 reflects the Task Forces tentative
conclusion that contingently convertible debt should be included in diluted earnings per share computations regardless of whether the market price trigger has been met. If adopted, the consensus reached by the Task Force in this Issue will be
effective for reporting periods ending after December 15, 2004. The Company expects that EITF No. 04-08 will not have an impact on its calculation of earnings per share.



7



---

##### Table of Contents

Note 3 Balance Sheets Components



Inventories consist of the following (in thousands):



|                                   |  |                 |    |               |   |   
|---------------------------------- |  | --------------- | -- | ------------- | - | --
|                                   |  | October 31,2004 |    | July 31, 2004
|Raw materials                      |  | $               | 42 |               | $ | 54
|Finished goods and work-in-process |  |                 | 11 |               |   | 15
|                                   |  |                 |    |               |   |   
|Inventories                        |  | $               | 53 |               | $ | 69
|                                   |  |                 |    |               |   |   



Note 4 Acquisitions



The Company acquired SoftVision SRLs workforce through a transfer
agreement; SPL Worldgroup Software, Inc., SPL Worldgroup Ltd. and Search Software America Pty. Ltd., or collectively SSA and now called as Identity Systems; Synchrologic, Inc.; and Spontaneous Technology, Inc. during fiscal 2004. The Identity
Systems, Synchrologic and Spontaneous Technology transactions were accounted for as required by SFAS No. 141, Business Combinations. The SoftVision workforce transfer was accounted for as an asset purchase.



SoftVision SRL



On June 14, 2004, the Company completed the transfer of 91 employees from SoftVision SRL, an offshore software development
company with headquarters in Cluj-Napoca, Romania, pursuant to an Employee Transfer Agreement dated as of February 5, 2004. Under the terms of the agreement, the Company paid cash of approximately $693,000 and assumed certain employee-related
liabilities of approximately $31,000. The SoftVisions workforce acquisition was accounted for as an asset purchase. The condensed consolidated financial statements include the effect of additional employees the Company acquired from SoftVision
since the date of acquisition.



The full amount of the
preliminary purchase price of $724,000 was assigned to the fair value of the acquired workforce. The amortizable acquired workforce is being amortized using the straight-line method over its estimated useful life of two years. Refer to Note 5.



Identity Systems (formerly Search Software America)



On March 16, 2004, the Company completed its acquisition of all of the
issued and outstanding stock of SPL Worldgroup Software, Inc., SPL Worldgroup Ltd. and Search Software America Pty. Ltd., or collectively SSA, privately held divisions of SPL WorldGroup and headquartered in Sydney, Australia, pursuant to a Stock
Purchase Agreement dated as of February 24, 2004. SSA, now called Identity Systems with operations in the United States, United Kingdom, and Australia, is a developer of solutions that enhance the ability to find, match and group (synchronize)
identity data within computer systems and network databases. Under the terms of the agreement, the Company paid cash of $22,129,000.



The condensed consolidated financial statements include the results of operations of Identity Systems since the date of acquisition. Under the purchase
method of accounting, the total preliminary purchase price was allocated to Identity Systems net tangible and intangible assets based upon their estimated fair value as of the acquisition date. The preliminary purchase price of $22,179,000
(including estimated acquisition costs of $50,000) was assigned to the fair value of the assets acquired, including the following (in thousands):



8



---

##### Table of Contents

|                                    |  |   |        |  
|----------------------------------- |  | - | ------ | -
|Tangible assets acquired            |  | $ | 3,728  |  
|Liabilities assumed                 |  |   | (3,987 | )
|Deferred tax liability assumed      |  |   | (646   | )
|In-process research and development |  |   | 775    |  
|Developed and core technology       |  |   | 5,513  |  
|Customer base                       |  |   | 8,777  |  
|Goodwill                            |  |   | 8,019  |  
|                                    |  |   |        |  
|                                    |  | $ | 22,179 |  
|                                    |  |   |        |  



In accordance with
SFAS No. 109, Accounting for Income Taxes, deferred tax liabilities of approximately $646,000 have been recorded for the tax effect of the amortizable intangible assets, which are not deductible for tax purposes.



The preliminary valuation of identifiable intangible assets acquired was
based on managements estimates, currently available information and reasonable and supportable assumptions. This allocation was generally based on the fair value of these assets determined using the income approach.



Tangible assets acquired, which includes $2,146,000 of cash, and liabilities
assumed were preliminarily valued at their respective carrying amounts as the Company believes that these amounts approximated their current fair values at the acquisition date. The preliminary valuation of identifiable intangible assets acquired
was based on managements estimates, currently available information and reasonable and supportable assumptions. This allocation was generally based on the fair value of these assets determined using the income approach.



A preliminary estimate of $8,019,000 has been allocated to goodwill. Goodwill
represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, goodwill will not be amortized but will be
tested for impairment at least annually.



The purchase price
allocation for Identity Systems is subject to further revision as more detailed analysis is completed and additional information on the fair values of Identity Systems assets and liabilities becomes available. Any change in the fair value of
the net assets of Identity Systems will change the amount of the purchase price allocable to goodwill. Final purchase accounting may therefore differ materially from the information presented above.



Of the total purchase price, $14,290,000 was allocated to amortizable
intangibles included in the above list. The amortizable intangible assets are being amortized using an accelerated method according to the expected cash flows to be received from the underlying assets over their respective estimated useful life of
seven to ten years. Refer to Note 5.



As of the acquisition
date, technological feasibility of the in-process technology had not been established and the technology had no alternative future use. Accordingly, the Company expensed the in-process research and development at the date of the acquisition.



The amount of the purchase price allocated to in-process
research and technology was based on established valuation techniques used in the high-technology software industry. The fair value assigned to the acquired in-process research and development was determined using the income approach, which
discounts expected future cash flows to present value. The key assumptions used in the valuation include, among others, expected completion date of the in-process projects identified as of the acquisition date, estimated costs to complete the
projects, revenue contributions and expense projections assuming the resulting product has entered the market, and discount rate based on the risks associated with the development life cycle of the in-process technology acquired. The discount rate
used in the present value calculations are normally obtained from a weighted-average cost of capital analysis, adjusted upward to account for the inherent uncertainties surrounding the successful development of the in-process research and
development, the expected profitability levels of such technology, and the uncertainty of technological advances that could potentially impact the estimates. The Company assumes the pricing model for the resulting product of the



9



---

##### Table of Contents

acquired in process research and technology to be standard within its industry. The Company, however, did not take into
consideration any consequential amount of expense reductions from integrating the acquired in-process technology with other existing in-process or completed technology. Therefore, the valuation assumptions do not include significant anticipated cost
savings.



The key assumptions underlying the valuation of
acquired in-process research and development from Identity Systems are as follows (in thousands):



Project names: SSA-NAME3 Version 3.0 and IDS Version 3.0

Percent completed as of acquisition date: 10%

Estimated costs to complete technology at acquisition date: $600,000

Risk-adjusted discount rate: 25%

First period expected revenue: June 2005



The development of above technology remains highly dependent on the remaining efforts to achieve technical viability, rapidly changing customer markets, uncertain standards for a new product, and significant
competitive threats from several companies. The nature of the efforts to develop this technology into a commercially viable product consists primarily of planning, designing, experimenting, and testing activities necessary to determine that the
technology can meet market expectations, including functionality and technical requirements. Failure to bring the product to market in a timely manner could result in a loss of market share or a lost opportunity to capitalize on emerging markets,
and could have a material adverse impact on the Companys business and operating results.



Subsequent to the acquisition of Identity Systems, there have been no significant developments related to the current status of the acquired in-process research and development project that would result in material
changes to the assumptions.



Synchrologic, Inc.



On December 29, 2003, the Company completed its acquisition of all of the
issued and outstanding stock of Synchrologic, Inc. headquartered in Atlanta, Georgia pursuant to an Agreement and Plan of Merger, dated as of September 14, 2003. Synchrologics product line provides mobile access to enterprise applications,
email and personal information management, or PIM, data, file content, intranet sites, and Web content, while giving IT groups the tools to manage mobile devices remotely.



In the merger, all outstanding shares of Synchrologic common stock and preferred stock were converted into the right to
receive a total of 15,130,171 shares of the Companys common stock. In addition, all outstanding options to purchase Synchrologic common stock were converted into options to purchase a total of 1,018,952 shares of the Companys common
stock. The total number of shares issued was determined by dividing $60,000,000 by the average closing price of $5.22 of the shares of the Companys common stock for the thirty consecutive trading days ending on the last complete trading day
immediately preceding the closing date of the merger (which amount was subject to adjustment based on the transaction expenses incurred by Synchrologic in connection with the merger), provided that the number of shares did not exceed 19,800,000 or
be fewer than 16,200,000 (in each case subject to adjustment based on the transaction expenses incurred by Synchrologic in connection with the merger). The shares were valued at approximately $62,125,000 using the five-trading-day average price
surrounding the date the acquisition was announced of $4.11 per share, and the options were valued at approximately $4,123,000 using the Black-Scholes option pricing model. The following assumptions were used to perform the calculations of the fair
market value of stock options issued: fair value of Companys common stock of $4.05, expected life of 3.9 years, risk-free interest rate of 3.4%, expected volatility of 132% and no expected dividend yield.



10



---

##### Table of Contents

The condensed consolidated financial statements include the results of operations of Synchrologic since
the date of acquisition. Under the purchase method of accounting, the total preliminary purchase price was allocated to Synchrologics net tangible and intangible assets based upon their estimated fair value as of the acquisition date. The
preliminary purchase price of $67,037,000 (comprising the value of the shares and options described above and the estimated acquisition costs of $900,000 and net of a $111,000 adjustment for writing-off a certain liability due to Synchrologic) was
assigned to the fair value of the assets acquired, including the following (in thousands):



|                                    |  |   |        |  
|----------------------------------- |  | - | ------ | -
|Tangible assets acquired            |  | $ | 4,105  |  
|Deferred tax assets                 |  |   | 6,094  |  
|Liabilities assumed                 |  |   | (5,552 | )
|Deferred tax liability assumed      |  |   | (6,094 | )
|In-process research and development |  |   | 2,423  |  
|Developed and core technology       |  |   | 10,493 |  
|Patents                             |  |   | 1,321  |  
|Customer base                       |  |   | 3,487  |  
|Goodwill                            |  |   | 50,760 |  
|                                    |  |   |        |  
|                                    |  | $ | 67,037 |  
|                                    |  |   |        |  



In accordance with
SFAS No. 109, deferred tax liabilities of approximately $6,094,000 have been recorded for the tax effect of the amortizable intangible assets. Deferred tax assets of $6,094,000 have also been recorded by the Company to account for the tax effect of
Synchrologics net operating loss and credit carryforwards.



The preliminary valuation of identifiable intangible assets acquired was based on managements estimates, currently available information and reasonable and supportable assumptions. This allocation was generally based on the fair value
of these assets determined using the income approach.



A
preliminary estimate of $50,760,000, as adjusted, has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. In accordance with SFAS No. 142,
Goodwill and Other Intangible Assets, goodwill associated with Synchrologic acquisition will not be amortized but will be tested for impairment at least annually.



The purchase price allocation for Synchrologic is subject to further revision as more detailed analysis is completed and
additional information on the fair values of Synchrologics assets and liabilities becomes available. Any change in the fair value of the net assets of Synchrologic will change the amount of the purchase price allocable to goodwill. Final
purchase accounting may therefore differ materially from the information presented above.



Of the total purchase price, $15,301,000 was allocated to amortizable intangibles included in the above list. The amortizable intangible assets are being amortized using the straight-line method over the estimated
useful life of the respective assets of four years. Refer to Note 5.



As of the acquisition date, technological feasibility of the in-process technology had not been established and the technology had no alternative future use. Accordingly, the Company expensed the in-process research and development at the
date of the acquisition.



The amount of the purchase price
allocated to in-process research and technology was based on established valuation techniques used in the high-technology software industry. The fair value assigned to the acquired in-process research and development was determined using the income
approach, which discounts expected future cash flows to present value. The key assumptions used in the valuation include, among others, expected completion date of the in-process projects identified as of the acquisition date, estimated costs to
complete the projects, revenue contributions and expense projections assuming the resulting product has entered the market, and discount rate based on the risks associated with the development life cycle of the in-process technology acquired. The
discount rate used in the present value calculations are normally obtained from a weighted-average cost of capital analysis, adjusted



11



---

##### Table of Contents

upward to account for the inherent uncertainties surrounding the successful development of the in-process research and
development, the expected profitability levels of such technology, and the uncertainty of technological advances that could potentially impact the estimates. The Company assumes the pricing model for the resulting product of the acquired in process
research and technology to be standard within its industry. The Company, however, did not take into consideration any consequential amount of expense reductions from integrating the acquired in-process technology with other existing in-process or
completed technology. Therefore, the valuation assumptions do not include significant anticipated cost savings.



The key assumptions underlying the valuation of acquired in-process research and development from Synchrologic are as follows (in thousands):



Project names: Version upgrade of Data Sync, File Sync,
E-mail Accelerator and Systems Management products

Percent completed as of acquisition date: 60%-70%

Estimated costs to complete technology at acquisition date: $3,000,000

Risk-adjusted discount rate: 22%

First period expected revenue: calendar year 2004



The development of above technology remains highly dependent on the remaining efforts to achieve technical viability, rapidly changing customer markets, uncertain standards for a new product, and significant
competitive threats from several companies. The nature of the efforts to develop this technology into a commercially viable product consists primarily of planning, designing, experimenting, and testing activities necessary to determine that the
technology can meet market expectations, including functionality and technical requirements. Failure to bring the product to market in a timely manner could result in a loss of market share or a lost opportunity to capitalize on emerging markets,
and could have a material adverse impact on the Companys business and operating results.



Subsequent to the acquisition of Synchrologic, there have been no significant developments related to the current status of the acquired in-process research and development project that would result in material
changes to the assumptions.



The liabilities assumed by the
Company included Synchrologics outstanding balance of approximately $1,764,000 under a credit facility agreement with a bank. The Company fully paid the outstanding balance during fiscal 2004. The bank credit facility agreement was
automatically terminated upon the Companys acquisition of Synchrologic.



Spontaneous Technology, Inc.



On September 17,
2003, the Company consummated the acquisition of Spontaneous Technology, Inc. of Salt Lake City, Utah, a provider of enterprise secure Virtual Private Network, or sVPN, software designed to extend existing corporate applications to most wireless devices. Under the terms of the
agreement, the Company issued a total of 869,259 shares of Intellisyncs common stock valued at approximately $2,999,000 using the five-trading-day average price surrounding the date the acquisition was announced of $3.45 per share, less
registration costs. The number of shares were calculated using the average price of the Companys common stock for ten consecutive trading days ended three business days prior the date of acquisition. There were 224,417 additional shares held
in escrow that were contingently issuable upon satisfaction of a pre-acquisition clause. Later during fiscal 2004, Intellisync paid cash of approximately $752,000 for the satisfaction of another pre-acquisition clause related to an acquired customer
contract. Additionally, Intellisync was required to pay Spontaneous Technology additional consideration of up to $7,000,000 in shares of Intellisyncs common stock. The additional consideration was contingent upon the amount of
Intellisyncs revenues associated with sales of its products including certain technology of Spontaneous Technology during the period ended September 30, 2004. The earnout period ended with Intellisyncs aggregate revenue on products
associated with Spontaneous Technology amounting to less than the given earnout threshold. Consequently, no additional consideration was paid to Spontaneous Technology.



The condensed consolidated financial statements include the results of operations of Spontaneous Technology since the date
of acquisition. Under the purchase method of accounting, the total purchase price was allocated to



12



---

##### Table of Contents

Spontaneous Technologys net tangible and intangible assets based upon their fair value as of the acquisition date.
The purchase price of $4,071,000 (including acquisition costs of $320,000 and the payment made for the resolution of the contingency of $752,000) was assigned to the fair value of the assets acquired, including the following (in thousands):



|                                    |  |   |        |  
|----------------------------------- |  | - | ------ | -
|Tangible assets acquired            |  | $ | 18     |  
|Liabilities assumed                 |  |   | (1,726 | )
|In-process research and development |  |   | 469    |  
|Developed and core technology       |  |   | 889    |  
|Patents                             |  |   | 168    |  
|Customer base                       |  |   | 499    |  
|Goodwill                            |  |   | 3,754  |  
|                                    |  |   |        |  
|                                    |  | $ | 4,071  |  
|                                    |  |   |        |  



Tangible assets
acquired and liabilities assumed were valued at their respective carrying amounts as the Company believes that these amounts approximated their current fair values at the acquisition date. The valuation of identifiable intangible assets acquired was
based on managements estimates, currently available information and reasonable and supportable assumptions. This allocation was generally based on the fair value of these assets determined using the income approach.



Approximately $3,754,000, as adjusted, was allocated to goodwill. Goodwill
represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, goodwill will not be amortized but will be
tested for impairment (a tax deductible charge) at least annually.



Of the total purchase price, $1,556,000 was allocated to amortizable intangibles included in the above list. The amortizable intangible assets are being amortized using the straight-line method over the estimated useful life of the
respective assets of four years. Refer to Note 5.



As of the
acquisition date, technological feasibility of the in-process technology had not been established and the technology had no alternative future use. Accordingly, the Company expensed the in-process research and development at the date of the
acquisition.



The amount of the purchase price allocated to
in-process research and technology was based on established valuation techniques used in the high-technology software industry. The fair value assigned to the acquired in-process research and development was determined using the income approach,
which discounts expected future cash flows to present value. The key assumptions used in the valuation include, among others, expected completion date of the in-process projects identified as of the acquisition date, estimated costs to complete the
projects, revenue contributions and expense projections assuming the resulting product has entered the market, and discount rate based on the risks associated with the development life cycle of the in-process technology acquired. The discount rate
used in the present value calculations are normally obtained from a weighted-average cost of capital analysis, adjusted upward to account for the inherent uncertainties surrounding the successful development of the in-process research and
development, the expected profitability levels of such technology, and the uncertainty of technological advances that could potentially impact the estimates. The Company assumes the pricing model for the resulting product of the acquired in process
research and technology to be standard within its industry. The Company, however, did not take into consideration any consequential amount of expense reductions from integrating the acquired in-process technology with other existing in-process or
completed technology. Therefore, the valuation assumptions do not include significant anticipated cost savings.



13



---

##### Table of Contents

The key assumptions underlying the valuation of acquired in-process research and development from
Spontaneous Technology are as follows (in thousands):



Project names: Version upgrade of Spontaneous Technologys secure Virtual Private Network (sVPN)

Percent
completed as of acquisition date: 60%

Estimated costs to complete technology at acquisition date: $125,000

Risk-adjusted discount rate: 22%

First period expected revenue: calendar year 2004



The development of above technology remains highly dependent on the remaining efforts to achieve technical viability, rapidly changing customer markets, uncertain standards for a new product, and significant
competitive threats from several companies. The nature of the efforts to develop this technology into a commercially viable product consists primarily of planning, designing, experimenting, and testing activities necessary to determine that the
technology can meet market expectations, including functionality and technical requirements. Failure to bring the product to market in a timely manner could result in a loss of market share or a lost opportunity to capitalize on emerging markets,
and could have a material adverse impact on the Companys business and operating results.



Subsequent to the acquisition of Spontaneous Technology, there have been no significant developments related to the current status of the acquired in-process research and development project that would result in
material changes to the assumptions.



Unaudited Pro Forma Consolidated
Combined Results



The following unaudited pro-forma
consolidated financial information reflects the results of operations for the three months ended October 31, 2003, as if Identity Systems, Synchrologic and Spontaneous Technology acquisitions had occurred on August 1, 2003 and after giving effect to
purchase accounting adjustments. The effect of SoftVisions transfer of workforce has been excluded from the pro forma financial information as amounts are considered immaterial to the Company. Since all of the acquisitions took place in fiscal
2004, the results of operations of the acquired companies are included in the Companys condensed consolidated results of operations for the three months ended October 31, 2004.



These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what
operating results would have been had the acquisitions in aggregate actually taken place on August 1, 2003. In addition, these results are not intended to be a projection of future results and do not reflect any synergies that might be achieved from
the combined operation (in thousands, except per share data):



|                                                      |  |                                     |        |  
|----------------------------------------------------- |  | ----------------------------------- | ------ | -
|                                                      |  | Three Months Ended October 31, 2003 |       
|Pro forma revenue                                     |  | $                                   | 13,763 |  
|                                                      |  |                                     |        |  
|Pro forma net loss                                    |  | $                                   | (455   | )
|                                                      |  |                                     |        |  
|Pro forma basic and diluted net loss per common share |  | $                                   | (0.01  | )
|                                                      |  |                                     |        |  



The effect of the
in-process research and development charges has been excluded in the above unaudited pro forma consolidated financial information as they represent non-recurring charges directly related to the acquisitions.



14



---

##### Table of Contents

Note 5 Goodwill, Developed and Core Technology and Other Intangible Assets



The following table sets forth the changes in goodwill during the first
quarter of fiscal 2005 (in thousands):



|                                                               |  |          |       
|-------------------------------------------------------------- |  | -------- | ------
|                                                               |  | Goodwill
|Balance at July 31, 2004                                       |  | $        | 65,288
|Foreign exchange effects on non-US dollar-denominated goodwill |  |          | 22    
|                                                               |  |          |       
|Balance at October 31, 2004                                    |  | $        | 65,310
|                                                               |  |          |       



Other intangible
assets, net, consist of the following (in thousands, except weighted average useful life):



|                              |  |                             |       |                  |                         |               |   |        |   |       |   |                         |  |   |        |  |   |        |   |  |   |       
|----------------------------- |  | --------------------------- | ----- | ---------------- | ----------------------- | ------------- | - | ------ | - | ----- | - | ----------------------- |  | - | ------ |  | - | ------ | - |  | - | ------
|                              |  | Weighted AverageUseful Life |       | October 31, 2004 |                         | July 31, 2004
|                              |  |                             | Gross |                  | AccumulatedAmortization |               |   | Net    |   | Gross |   | AccumulatedAmortization |  |   | Net   
|Developed and core technology |  | 4.6 years                   |       | $                | 21,611                  |               | $ | (6,571 | ) |       | $ | 15,040                  |  | $ | 21,237 |  | $ | (5,370 | ) |  | $ | 15,867
|Patents                       |  | 4.0 years                   |       |                  | 1,680                   |               |   | (402   | ) |       |   | 1,278                   |  |   | 1,680  |  |   | (298   | ) |  |   | 1,382 
|Trademarks                    |  | 2.1 years                   |       |                  | 250                     |               |   | (103   | ) |       |   | 147                     |  |   | 250    |  |   | (75    | ) |  |   | 175   
|Customer base                 |  | 7.0 years                   |       |                  | 13,258                  |               |   | (2,244 | ) |       |   | 11,014                  |  |   | 13,129 |  |   | (1,472 | ) |  |   | 11,657
|Covenant not-to-compete       |  | 2.0 years                   |       |                  | 105                     |               |   | (68    | ) |       |   | 37                      |  |   | 105    |  |   | (54    | ) |  |   | 51    
|Existing contracts            |  | 9 months                    |       |                  | 313                     |               |   | (299   | ) |       |   | 14                      |  |   | 313    |  |   | (296   | ) |  |   | 17    
|Acquired workforce            |  | 24 months                   |       |                  | 724                     |               |   | (181   | ) |       |   | 543                     |  |   | 724    |  |   | (45    | ) |  |   | 679   
|                              |  |                             |       |                  |                         |               |   |        |   |       |   |                         |  |   |        |  |   |        |   |  |   |       
|                              |  |                             |       | $                | 37,941                  |               | $ | (9,868 | ) |       | $ | 28,073                  |  | $ | 37,438 |  | $ | (7,610 | ) |  | $ | 29,828
|                              |  |                             |       |                  |                         |               |   |        |   |       |   |                         |  |   |        |  |   |        |   |  |   |       



The foreign exchange
effects on non-US dollar-denominated intangibles were $447,000 for the first quarter of fiscal 2005.



The amortization of developed and core technology amounted to $1,156,000 and $153,000 for the three months ended October 31, 2004 and 2003, respectively.
The amortization of other intangible assets amounted to $1,046,000 and $106,000 for the three months ended October 31, 2004 and 2003, respectively.



Based on acquisitions completed as of October 31, 2004, the estimated future amortization expense of other intangible assets is as follows (in thousands):



|                                 |  |                             |        |                  |   |       
|-------------------------------- |  | --------------------------- | ------ | ---------------- | - | ------
|                                 |  | Developedand CoreTechnology |        | OtherIntangibles
|Nine months ending July 31, 2005 |  | $                           | 3,398  |                  | $ | 2,922 
|Fiscal year ending July 31,      |  |                             |        |                  |   |       
|2006                             |  |                             | 4,323  |                  |   | 3,486 
|2007                             |  |                             | 4,110  |                  |   | 2,740 
|2008                             |  |                             | 1,917  |                  |   | 1,502 
|2009                             |  |                             | 659    |                  |   | 757   
|2010                             |  |                             | 439    |                  |   | 578   
|Thereafter                       |  |                             | 194    |                  |   | 1,048 
|                                 |  |                             |        |                  |   |       
|                                 |  | $                           | 15,040 |                  | $ | 13,033
|                                 |  |                             |        |                  |   |       



15



---

##### Table of Contents

Note 6 Restructuring Accrual



The Company implemented a number of cost-reduction plans aimed at reducing costs that were not integral to its overall
strategy, better aligning its expense levels with current revenue levels and ensuring conservative spending during periods of economic uncertainty. These initiatives included a reduction in workforce and facilities consolidation.



The following table sets forth the activities in the restructuring accrual
account during the first quarter of fiscal 2005 (in thousands):



|                            |  |                                  |       |  
|--------------------------- |  | -------------------------------- | ----- | -
|                            |  | Consolidationof ExcessFacilities |      
|Balance at July 31, 2004    |  | $                                | 1,080 |  
|Cash payments               |  |                                  | (330  | )
|                            |  |                                  |       |  
|Balance at October 31, 2004 |  | $                                | 750   |  
|                            |  |                                  |       |  



The remaining unpaid
amount as of October 31, 2004 of $750,000 related to the net lease expense due to the consolidation of excess facilities, will be paid over the respective lease terms through June 2006 using cash from operations.



The current and long-term portions of the restructuring accrual of $574,000
and $176,000 are classified as Accrued Liabilities and Other Liabilities, respectively, in the condensed consolidated balance sheet as of October 31, 2004.



The Company continually evaluates the balance of the restructuring reserve it records in prior periods based on the
remaining estimated amounts to be paid. Differences, if any, between the estimated amounts accrued and the actual amounts paid will be reflected in operating expenses in future periods.



Note 7 Long-Term Debt



The following table sets forth the Companys long-term obligations, excluding capital lease obligations (in thousands):



|                                                                                             |  |                 |        |               |   |       
|-------------------------------------------------------------------------------------------- |  | --------------- | ------ | ------------- | - | ------
|                                                                                             |  | October 31,2004 |        | July 31, 2004
|3% convertible senior notes, interest due semi-annually, principal due in March 2009         |  | $               | 59,396 |               | $ | 58,443
|Interest rate swap fair value hedge adjustment on $60 million of 3% convertible senior notes |  |                 | 604    |               |   | 1,557 
|                                                                                             |  |                 |        |               |   |       
|                                                                                             |  |                 | 60,000 |               |   | 60,000
|                                                                                             |  |                
|Less: current portion                                                                        |  |                 |       |               |   |      
|                                                                                             |  |                 |        |               |   |       
|Long-term portion                                                                            |  | $               | 60,000 |               | $ | 60,000
|                                                                                             |  |                 |        |               |   |       



3% Convertible Senior Notes



During the third quarter of fiscal 2004, the Company
completed the offering of $60,000,000 of convertible senior notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The notes are senior unsecured obligations of Intellisync and rank junior to any future secured
debt, on a parity with all of the Companys other existing and future senior unsecured debt and prior to any existing or future subordinated debt. As of October 31, 2004, the Company had no other senior or subordinated debt, except for ordinary
course trade payables. The Company may not redeem any of the notes prior to their maturity. Holders, however, may require the



16



---

##### Table of Contents

Company to repurchase the notes upon some types of change in control transactions. The notes will mature on March 1, 2009
unless earlier converted or redeemed. Neither the Company nor any of its subsidiaries are subject to any financial covenants under the indenture. In addition, neither the Company nor any of its subsidiaries are restricted under the indenture from
paying dividends, incurring debt, or issuing or repurchasing its securities.



The notes are convertible into shares of common stock of the Company at any time prior to the close of business on the final maturity date of the notes, subject to prior redemption of the notes. The initial conversion
rate is 250.0000 shares per each $1,000 principal amount of notes which represents an initial conversion price of $4.00 per share. The conversion rate is subject to adjustment for certain events, including the payment of dividends, and other events
specified in the indenture.



The notes bear interest at a rate
of 3% per annum. Interest on the notes will be paid on March 1 and on September 1 of each year. The first payment was made on September 1, 2004.



Interest Rate Swap



During fiscal 2004, the Company entered into two interest rate swap agreements with a financial institution on a total notional amount of $60,000,000,
whereby the Company receives fixed-rate interest of 3% in exchange for variable interest payments. The interest rate swaps expire upon the maturity of the Companys $60,000,000, 3% convertible senior notes in March 2009, and effectively convert
fixed-rate notes into variable-rate borrowings. The interest rate is reset semi-annually and is equal to the 6-month LIBOR rate less a rate spread. The total variable interest rate was approximately 1.7% at October 31, 2004, resulting in interest
expense savings relative to fixed rates of approximately $228,000 for the first quarter of fiscal 2004. Under the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, this
arrangement has been designated and qualifies as an effective fair value hedge of interest rate risk related to the $60,000,000 convertible senior notes. As the terms of the swaps match those of the underlying hedged debt, the changes in the fair
value of these swaps are offset by corresponding changes in the carrying value of the hedged debt, and therefore does not impact the Companys net earnings. As of October 31, 2004, the fair value of the interest rate swaps was approximately
$604,000 and recorded in Other Liabilities with an equal adjustment recorded to the carrying value of the $60,000,000 convertible senior notes.



Refer to Note 8 for the description of the collateral required on the interest rate swap.



Note 8 Commitments and Contingencies



Leases



During the first quarter of fiscal 2005, the Company entered into a capital lease agreement for computer peripherals, which expires in September 2007. In addition, during fiscal 2004, the Company entered into a
capital lease agreement for a phone system, which expires in February 2008. Assets and future obligations related to the capital leases are included in the accompanying condensed consolidated balance sheet as of October 31, 2004 in property and
equipment and in the respective liability accounts, respectively. Current and long-term portions of the capital lease amounted to $142,000 and $325,000, respectively, at October 31, 2004. Depreciation of assets held under the capital lease is
included in depreciation and amortization expense.



The Company
leases its facilities under operating leases that expire at various dates through August 2008. The total amount of rental payments due over the lease term is being charged to rent on the straight-line method over the term of the lease. The
difference between rent expense recorded and the amount paid is credited or charged to deferred rent  which is included in current liabilities in the accompanying balance sheets. Deferred rent was approximately $385,000 at October 31,
2004. Total rent expense was approximately $582,000 and $328,000 for the three months ended October 31, 2004 and 2003, respectively.



17



---

##### Table of Contents

Future minimum lease payments for all non-cancelable capital and operating lease agreements at October
31, 2004, were as follows (in thousands):



|                              |  |       |       |      |                                 |   |       |                             |      |   |       |   |  |   |     |  |   |     |  |   |  
|----------------------------- |  | ----- | ----- | ---- | ------------------------------- | - | ----- | --------------------------- | ---- | - | ----- | - |  | - | --- |  | - | --- |  | - | -
|                              |  | Total |       |      | Nine monthsending July 31, 2005 |   |       | Fiscal year ending July 31,
|                              |  |       |       | 2006 |                                 |   | 2007  |                             | 2008 |   | 2009 
|Capital lease obligation      |  | $     | 536   |      |                                 | $ | 133   |                             |      | $ | 177   |   |  | $ | 177 |  | $ | 49  |  | $ | 
|                              |  |       |       |      |                                 |   |       |                             |      |   |       |   |  |   |     |  |   |     |  |   |  
|Operating leases:             |  |       |       |      |                                 |   |       |                             |      |   |       |   |  |   |     |  |   |     |  |   |  
|Operating leases              |  |       | 5,141 |      |                                 |   | 2,581 |                             |      |   | 2,255 |   |  |   | 232 |  |   | 70  |  |   | 3
|Proceeds from subleases       |  |       | (417  | )    |                                 |   | (370  | )                           |      |   | (47   | ) |  |   |    |  |   |    |  |   | 
|                              |  |       |       |      |                                 |   |       |                             |      |   |       |   |  |   |     |  |   |     |  |   |  
|Net operating leases          |  |       | 4,724 |      |                                 |   | 2,211 |                             |      |   | 2,208 |   |  |   | 232 |  |   | 70  |  |   | 3
|                              |  |       |       |      |                                 |   |       |                             |      |   |       |   |  |   |     |  |   |     |  |   |  
|Future minimum lease payments |  | $     | 5,260 |      |                                 | $ | 2,344 |                             |      | $ | 2,385 |   |  | $ | 409 |  | $ | 119 |  | $ | 3
|                              |  |       |       |      |                                 |   |       |                             |      |   |       |   |  |   |     |  |   |     |  |   |  



Guarantees



The Company has three letters of credit that collateralize certain operating
lease obligations and total approximately $407,000 and $397,000 at October 31, 2004 and July 31, 2004, respectively. The Company collateralizes these letters of credit with cash deposits made with three of its financial institutions and has
classified the short-term and the long-term portions of approximately $187,000 and $220,000 at October 31, 2004, and $101,000 and $296,000 at July 31, 2004 as Other Current Assets and Restricted Cash, respectively, in the
condensed consolidated balance sheets. The long-term portion expires through June 2006. The holders of the letters of credit are able to draw on each respective letter of credit in the event that the Company is found to be in default of its
obligations under each of its operating leases.



Under the
terms of the interest rate swap agreement into which the Company entered during fiscal 2004, the Company must provide collateral to match any unfavorable mark-to-market exposure (fair value) on the swap. The amount of collateral required totals a
minimum of $1,800,000 plus an amount equal to the unfavorable mark-to-market exposure on the swap. Generally, the required collateral will rise as interest rates rise. As of October 31, 2004, and July 31, 2004, the Company has posted approximately
$3,293,000 and $3,736,000, respectively, of collateral under this swap agreement which is included in Restricted Cash in its condensed consolidated balance sheet.



In the event of early termination of the Companys service agreement with e^deltacom, a division of ITC^DeltaCom, Inc.
and a managed service provider, the Company may be required to pay e^deltacom a penalty fee of up to approximately $62,000.



Litigation



In August 2004, a patent-infringement claim was filed against the Company by NCR Corporation in the U.S. District Court for the Southern District of Ohio.
In the complaint, NCR alleged certain of the Companys products infringe three of its patents which allegedly cover technology for synchronizing databases between personal digital assistants and host computers. Based on a lengthy review, the
Company believes that NCRs claims against it are without merit and the Company does not infringe on any of the asserted NCR patents. The Company does not believe that the outcome of this patent infringement claim, even if adverse to the
Company, would have a material adverse effect on its results of operations and financial condition. Separately, on September 9, 2004, the Company filed a complaint in the U.S. District Court for the Northern District of California against NCR
requesting, among other things, that a declaratory judgment be entered finding that the Company does not infringe an NCR patent (6,473,765) that was asserted against one of the Companys licensees, Garmin Ltd. The Company has certain
indemnification obligations to Garmin for claims related to intellectual property infringement. In response, NCR amended its suit against Garmin to withdraw its allegation of infringement of the 765 patent and stated that the Company has no
liability to NCR for infringement of the 765 patent. NCR then moved to dismiss the California case on the basis that, because the Company could not be sued for infringement, the Court lacked jurisdiction to adjudicate the Companys
declaratory judgment action. Subsequently, the motion was granted and the California case was dismissed. The Company has appealed this decision.



18



---

##### Table of Contents

The Company is also involved in various litigation and claims arising in the normal course of business.
In managements opinion, these matters are not expected to have a material impact on the Companys consolidated results of operations or financial condition.



Note 9 Net Loss Per Common Share



Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of dilutive potential common shares that were outstanding during the period. Diluted weighted average shares reflect the
dilutive effect, if any, of potential common shares based on the treasury stock method.



Basic and diluted net loss per common share were calculated as follows (in thousands, except per common share amounts):



|                                                                                                |  |                               |        |   |      |   |        |  
|----------------------------------------------------------------------------------------------- |  | ----------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                |  | Three Months EndedOctober 31, |       
|                                                                                                |  | 2004                          |        |   | 2003 |  
|Numerator:                                                                                      |  |                               |        |   |      |   |        |  
|Net loss                                                                                        |  | $                             | (3,506 | ) |      | $ | (2,261 | )
|                                                                                                |  |                               |        |   |      |   |        |  
|Denominator:                                                                                    |  |                               |        |   |      |   |        |  
|Weighted average shares outstanding used to compute basic and diluted net loss per common share |  |                               | 64,418 |   |      |   | 48,266 |  
|                                                                                                |  |                               |        |   |      |   |        |  
|Basic and diluted net loss per common share                                                     |  | $                             | (0.05  | ) |      | $ | (0.05  | )
|                                                                                                |  |                               |        |   |      |   |        |  



All common shares that
were held in escrow or that were subject to repurchase by the Company, totaling approximately 1,360,000 and 517,000 as of October 31, 2004 and 2003, respectively, were excluded from basic and diluted net loss per common share calculations.



Potential common shares attributable to stock options,
convertible senior notes, shares held in escrow and shares subject to repurchase by the Company of 24,492,427 and 7,734,729 were outstanding at October 31, 2004 and 2003, respectively. However, as a result of a net loss incurred by the Company in
the three months ended October 31, 2004 and 2003, none of the in-the-money potential common shares were included in the weighted average outstanding shares (using the treasury stock method) used to calculate net loss per common share because the
effect would have been antidilutive.



19



---

##### Table of Contents

Note 10 Comprehensive Loss



Accumulated other comprehensive loss consists of net unrealized gain/loss on available for sale investments and foreign
currency translation adjustments. Total comprehensive loss for the three months ended October 31, 2004 and 2003, respectively, is presented in the following table (in thousands):



|                                                    |  |                               |        |   |      |   |        |  
|--------------------------------------------------- |  | ----------------------------- | ------ | - | ---- | - | ------ | -
|                                                    |  | Three Months EndedOctober 31, |       
|                                                    |  | 2004                          |        |   | 2003 |  
|Net loss                                            |  | $                             | (3,506 | ) |      | $ | (2,261 | )
|Other comprehensive income:                         |  |                               |        |   |      |   |        |  
|Change in net unrealized gain (loss) on investments |  |                               | 19     |   |      |   | (29    | )
|Change in currency translation adjustments          |  |                               | 629    |   |      |   | 54     |  
|                                                    |  |                               |        |   |      |   |        |  
|Total other comprehensive income                    |  |                               | 648    |   |      |   | 25     |  
|                                                    |  |                               |        |   |      |   |        |  
|Total comprehensive loss                            |  | $                             | (2,858 | ) |      | $ | (2,236 | )
|                                                    |  |                               |        |   |      |   |        |  



Note 11 Business Segments



Operating segments are identified as components of an
enterprise about which separate, discrete financial information is available that is evaluated by the chief operating decision maker or decision-making group to make decisions about how to allocate resources and assess performance. The
Companys chief operating decision maker is the chief executive officer. To date, the Company has reviewed its operations principally in a single segment.



The Company operates in a single industry segment encompassing the development, marketing and support of software and services that provide
synchronization, wireless email, mobile application development, application/device management, real-time remote information access, secure VPN and identity searching/matching/screening capabilities. The Companys customer base consists
primarily of corporate organizations, business development organizations, industry associations, mobile carriers, resellers, international system integrators, large OEMs in the personal computer, or PC, market and selected distributors, which
primarily market to the retail channel, in North America, Europe, the Asia-Pacific region, South America, and Africa.



Revenue is attributed to regions based on the location of customers. Revenue information by geographic region is as follows (in thousands):



|                    |  |                               |        |      |   |      
|------------------- |  | ----------------------------- | ------ | ---- | - | -----
|                    |  | Three Months EndedOctober 31,
|                    |  | 2004                          |        | 2003
|United States       |  | $                             | 8,131  |      | $ | 4,640
|Japan               |  |                               | 1,060  |      |   | 1,920
|Other International |  |                               | 3,111  |      |   | 1,456
|                    |  |                               |        |      |   |      
|Total revenue       |  | $                             | 12,302 |      | $ | 8,016
|                    |  |                               |        |      |   |      



Revenue information by
product group is as follows (in thousands):



|                                |  |                               |        |      |   |      
|------------------------------- |  | ----------------------------- | ------ | ---- | - | -----
|                                |  | Three Months EndedOctober 31,
|                                |  | 2004                          |        | 2003
|Enterprise and retail products  |  | $                             | 7,640  |      | $ | 2,877
|Technology licensing components |  |                               | 4,662  |      |   | 5,139
|                                |  |                               |        |      |   |      
|Total revenue                   |  | $                             | 12,302 |      | $ | 8,016
|                                |  |                               |        |      |   |      



20



---

##### Table of Contents

The Companys enterprise and retail products include Intellisync® Handheld Edition, Intellisync Handheld Edition for Enterprise, Intellisync
Phone Edition, Intellisync Mobile Suite® and
Identity Search Server, as well as related support and maintenance. Technology licensing components include various licensed technology platforms, including Intellisync Mobile Suite, Intellisync goAnywhere, Intellisync Software Development Platform,
Intellisync Server-to-Server, professional services, non-recurring engineering services and related maintenance contract programs.



No customers accounted for more than 10% of the Companys total revenue for the three months ended October 31, 2004. Revenue from Research In Motion
Limited accounted for 10% of the Companys total revenue for the three months ended October 31, 2003. No other customers accounted for more than 10% of total revenue during these periods.



Goodwill information by geographic region is as follows (in thousands):



|                    |  |                 |        |              |   |       
|------------------- |  | --------------- | ------ | ------------ | - | ------
|                    |  | October 31,2004 |        | July 31,2004
|United States       |  | $               | 58,780 |              | $ | 58,780
|United Kingdom      |  |                 | 4,845  |              |   | 4,828 
|Other International |  |                 | 1,685  |              |   | 1,680 
|                    |  |                 |        |              |   |       
|Total revenue       |  | $               | 65,310 |              | $ | 65,288
|                    |  |                 |        |              |   |       



Other long-lived asset
information by geographic region is as follows (in thousands):



|                        |  |                 |        |               |   |       
|----------------------- |  | --------------- | ------ | ------------- | - | ------
|                        |  | October 31,2004 |        | July 31, 2004
|United States           |  | $               | 28,223 |               | $ | 29,829
|United Kingdom          |  |                 | 1,925  |               |   | 2,030 
|Australia               |  |                 | 6,225  |               |   | 6,209 
|Other International     |  |                 | 485    |               |   | 416   
|                        |  |                 |        |               |   |       
|Total long-lived assets |  | $               | 36,858 |               | $ | 38,484
|                        |  |                 |        |               |   |       



21



---

##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



The following information should be read in conjunction with the condensed consolidated financial statements and the notes thereto contained elsewhere
in this Form 10-Q and in conjunction with the consolidated financial statements and managements discussion and analysis of financial condition and results of operations in our Form 10-K. This quarterly report on Form 10-Q, and in particular
managements discussion and analysis of financial condition and results of operations, contains forward-looking statements regarding future events or our future performance that involve certain risks and uncertainties including those discussed
in Factors That May Affect Future Operating Results below. In this Form 10-Q, the words anticipates, believes, expects, intends, future and similar expressions identify
forward-looking statements. All statements that address operating performance, our stock price, events or developments that we expect or anticipate will occur in the future, including statements relating to planned product releases and composition
of revenue, both in terms of segment and geographical source, are forward-looking statements. Such forward-looking statements are based on managements current views and assumptions regarding future events and operating performance, and speak
only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Actual events or our actual future results may differ materially
from any forward-looking statements due to the risks and uncertainties outlined below.



Managements discussion and analysis includes:



| |  | A business overview.
| | - | --------------------



| |  | Estimates, assumptions and critical accounting policies.
| | - | --------------------------------------------------------



| |  | A comparison of our results of operations in the three months ended October 31, 2004 with the results in the corresponding period in fiscal 2004.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Recently issued accounting pronouncements.
| | - | ------------------------------------------



| |  | A discussion of our operating liquidity and capital resources.
| | - | --------------------------------------------------------------



| |  | A discussion of factors that may affect our future operating results.
| | - | ---------------------------------------------------------------------



Business Overview



We develop, market and support desktop, enterprise and mobile carrier-class push-email, synchronization and systems management software that enables
consumers, business professionals and information technology professionals to extend the capabilities of enterprise groupware and vertical applications, handheld organizers/computers, Web-enabled mobile phones, pagers and other wireless or wireline
personal communications platforms. Our Identity Systems (formerly Search Software America, or SSA) subsidiary develops, markets and supports global solutions that enhance an organizations ability to search, find, match, screen and group
identity data within their computer systems and network databases.



We have organized our operations into a single operating segment encompassing the development, marketing and support of software and services that provide synchronization, wireless email, mobile application development, application/device
management, real-time remote information access, secure VPN and identity searching/matching/screening capabilities.



We license our software products directly to corporations, mobile carriers, original equipment manufacturers, or OEMs, and business development
organizations worldwide. In addition, we sell our retail products through several distribution channels both in the United States and internationally, including major distributors, resellers, computer



22



---

##### Table of Contents

dealers, retailers and mail-order companies. Internationally, we are represented by distributors, resellers and retailers
in North America, Europe, the Asia-Pacific region, South America and Africa.



Estimates, Assumptions and Critical Accounting Policies



Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America. Preparing financial statements require management to make
estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses. These estimates and assumptions are affected by managements application of accounting policies. Our critical accounting policies include
license and service revenue recognition, channel inventory and product returns, valuation of goodwill, other intangibles, investments and other long-lived assets, restructuring accruals, loss contingencies and provision for doubtful accounts which
are discussed in more detail under the caption Estimates, Assumptions and Critical Accounting Policies in our 2004 Annual Report on Form 10-K.



Results of Operations



The following table sets forth items included in the condensed consolidated statements of operations as a percentage of revenue for the periods indicated.
Certain prior period amounts were reclassified to conform to the current periods presentation.



|                                              |  |                               |    |  |       |   
|--------------------------------------------- |  | ----------------------------- | -- |  | ----- | --
|                                              |  | Three Months EndedOctober 31, |   
|                                              |  | 2004                          |    |  | 2003  |   
|Revenue                                       |  |                               |    |  |       |   
|License                                       |  | 63.6                          | %  |  | 65.7  | % 
|Services                                      |  | 36.4                          |    |  | 34.3  |   
|                                              |  |                               |    |  |       |   
|Total revenue                                 |  | 100.0                         | %  |  | 100.0 | % 
|                                              |  |                               |    |  |       |   
|Cost and operating expenses:                  |  |                               |    |  |       |   
|Cost of revenue                               |  | 19.0                          |    |  | 20.4  |   
|Amortization of developed and core technology |  | 9.4                           |    |  | 1.9   |   
|Research and development                      |  | 27.1                          |    |  | 27.4  |   
|Sales and marketing                           |  | 45.4                          |    |  | 40.9  |   
|General and administrative                    |  | 16.7                          |    |  | 29.8  |   
|Amortization of intangibles                   |  | 8.5                           |    |  | 1.3   |   
|In-process research and development           |  |                              |    |  | 5.8   |   
|Other charges                                 |  |                              |    |  | 1.0   |   
|                                              |  |                               |    |  |       |   
|Total cost and operating expenses             |  | 126.1                         |    |  | 128.5 |   
|                                              |  |                               |    |  |       |   
|Operating loss                                |  | (26.1                         | )  |  | (28.5 | ) 
|Other income (expense):                       |  |                               |    |  |       |   
|Interest income                               |  | 1.9                           |    |  | 1.6   |   
|Interest expense                              |  | (1.9                          | )  |  |      |   
|Other, net                                    |  | (1.5                          | )  |  |      |   
|                                              |  |                               |    |  |       |   
|Total other income (expense)                  |  | (1.5                          | )  |  | 1.6   |   
|                                              |  |                               |    |  |       |   
|Loss before income taxes                      |  | (27.6                         | )  |  | (26.9 | ) 
|Provision for income taxes                    |  | (0.9                          | )  |  | (1.3  | ) 
|                                              |  |                               |    |  |       |   
|Net loss                                      |  | (28.5                         | )% |  | (28.2 | )%
|                                              |  |                               |    |  |       |   



23



---

##### Table of Contents

Revenue



|              |  |                                   |        |               |      |   |      |   |      
|------------- |  | --------------------------------- | ------ | ------------- | ---- | - | ---- | - | -----
|              |  | Three Months Ended October 31,   
|              |  | 2004                              |        | PercentChange |      |   | 2003
|              |  | (In thousands, except percentage)
|Total revenue |  | $                                 | 12,302 |               | 53.5 | % |      | $ | 8,016



We derive revenue from
two primary sources: software licenses and fees for services. The increase in our first fiscal quarter revenue was primarily due from revenue contributions of legacy Synchrologic, Inc. and Identity Systems (formerly Search Software America, or SSA)
product sales, both of which we acquired during fiscal 2004. The increase was also brought about by a fundamental shift in our customer base and revenue streams as we launched new wireless products and ramped up our wireless email solution with the
global wireless market.



While the market for smartphones and
other wireless mobile devices has been growing recently, the market for wired or traditional personal digital assistants, or PDAs, has continued to face challenges. The overall decline in traditional PDA sales has had a direct impact on sales of our
Intellisync products through the consumer and online channels, where sales of our synchronization software typically occur at the same time a PDA is purchased, or shortly thereafter. Due to this decline, our retail revenue decreased during the first
quarter of fiscal 2005.



| |  | License Revenue.
| | - | ----------------



|                               |  |                                    |       |   |               |      |   |      |   |       |  
|------------------------------ |  | ---------------------------------- | ----- | - | ------------- | ---- | - | ---- | - | ----- | -
|                               |  | Three Months Ended October 31,     |      
|                               |  | 2004                               |       |   | PercentChange |      |   | 2003 |  
|                               |  | (In thousands, except percentages) |      
|License revenue                |  | $                                  | 7,825 |   |               | 48.5 | % |      | $ | 5,270 |  
|As percentage of total revenue |  |                                    | 63.6  | % |               |      |   |      |   | 65.7  | %



License revenue is
earned from the sale and use of software products (including our technology licensing components) and royalty agreements with OEMs. The increase in absolute license revenue for the first quarter of fiscal 2005 as compared with that for the first
quarter of fiscal 2004 reflected an increase of $2,041,000 in revenue from enterprise products and an increase of $514,000 in revenue from technology licensing components. A significant portion of the increase in our license revenue for the first
quarter of fiscal 2005 was contributed by legacy Synchrologic, Inc., particularly Intellisync Mobile Suite, and Identity Systems product sales. The increase in license revenue was also due to greater demand, as compared with the prior quarter, for
certain of our customers products in which our technology is embedded. The increase in our customers sales provided us with increased royalty proceeds.



| |  | Service Revenue.
| | - | ----------------



|                               |  |                                    |       |   |               |      |   |      |   |       |  
|------------------------------ |  | ---------------------------------- | ----- | - | ------------- | ---- | - | ---- | - | ----- | -
|                               |  | Three Months Ended October 31,     |      
|                               |  | 2004                               |       |   | PercentChange |      |   | 2003 |  
|                               |  | (In thousands, except percentages) |      
|Service revenue                |  | $                                  | 4,477 |   |               | 63.0 | % |      | $ | 2,746 |  
|As percentage of total revenue |  |                                    | 36.4  | % |               |      |   |      |   | 34.3  | %



Services revenue is
derived from fees for services, including fixed-price and time-and-materials professional services arrangements and amortization of maintenance contract programs. The increase in services revenue for the first quarter of fiscal 2005 as compared with
that for the first quarter of fiscal 2004 resulted from a total increase of $2,168,000 brought about by an increase in amortization of our maintenance contract programs relating to increase in license revenue and a greater focus on renewals, as well
as the revenue from our carrier hosting services. This increase was offset by $437,000 decrease in professional service revenue associated with our technology licensing partners. In any period, services revenue from time and materials contracts is
dependent, among other things, on license transactions closed during the current and preceding quarters and customer decisions regarding implementations of licensed software.



24



---

##### Table of Contents

Enterprise and Retail Products



|                               |  |                                    |       |   |               |       |   |      |   |       |  
|------------------------------ |  | ---------------------------------- | ----- | - | ------------- | ----- | - | ---- | - | ----- | -
|                               |  | Three Months Ended October 31,     |      
|                               |  | 2004                               |       |   | PercentChange |       |   | 2003 |  
|                               |  | (In thousands, except percentages) |      
|Enterprise and retail products |  | $                                  | 7,640 |   |               | 165.6 | % |      | $ | 2,877 |  
|As percentage of total revenue |  |                                    | 62.1  | % |               |       |   |      |   | 35.9  | %



Our enterprise and
retail products revenue includes sales to retail distribution channels, as well as direct sales of our personal and server products licensed to corporations for internal use. Enterprise and retail products include Intellisync Handheld Edition,
Intellisync Handheld Edition for Enterprise, Intellisync Phone Edition, Intellisync Mobile Suite and Identity Search Server (formerly Identity Systems), as well as related support and maintenance. Enterprise sales frequently involve large up-front
license fees, which can result in lengthy sales cycles and uncertainties as to the timing of sales driven by customers budgetary processes. As a result, we generally have less visibility into future enterprise sales than is typically the case
in our royalty-based technology licensing business. In addition, while enterprise sales generally result in ongoing maintenance revenues and may lead to follow-on purchases or upgrades, we are typically dependent on sales to new customers for the
significant portion of our enterprise revenues in a given quarter.



The increase in enterprise and retail products revenue for the first quarter of fiscal 2005 resulted from contributions of $3,532,000 from Identity Systems and Synchrologic products and an increase of $1,869,000 in revenue from amortization
of support and maintenance. This increase for fiscal 2004 was slightly offset by a $638,000 decrease in revenue from Intellisync Handheld Edition for Enterprise and in retail sales of our Intellisync software. Less emphasis on marketing of
Intellisync Handheld Edition for Enterprise and Intellisync MobileApp Designer, and more on the transition of our enterprise server offering to Intellisync Mobile Suite, during the most recent quarters contributed to the decrease in revenue from
Intellisync Handheld Edition for Enterprise and Intellisync MobileApp Designer. We expect revenue in absolute dollars from enterprise and retail products, particularly enterprise, to further improve in the following few quarters which we believe
will occur as a result of contributions from Intellisync Mobile Suite acquired from Synchrologic and Identity Search Server acquired from Identity Systems. In addition, we expect revenue from this support for wireless devices to offset the impact of
the lower wired or traditional PDA sales on our retail revenue which would otherwise decline.



Technology Licensing Components



|                                |  |                                    |       |   |               |      |    |      |   |       |  
|------------------------------- |  | ---------------------------------- | ----- | - | ------------- | ---- | -- | ---- | - | ----- | -
|                                |  | Three Months Ended October 31,     |      
|                                |  | 2004                               |       |   | PercentChange |      |    | 2003 |  
|                                |  | (In thousands, except percentages) |      
|Technology licensing components |  | $                                  | 4,662 |   |               | (9.3 | )% |      | $ | 5,139 |  
|As percentage of total revenue  |  |                                    | 37.9  | % |               |      |    |      |   | 64.1  | %



Technology licensing
components include various licensed technology platforms, including Intellisync Mobile Suite, Intellisync goAnywhere, Intellisync Software Development Platform, Intellisync for the Web, Intellisync Server-to-Server, professional services,
non-recurring engineering services and related maintenance contract programs. The decrease in technology licensing revenue for the first quarter of fiscal 2005 as compared with that for the first quarter of fiscal 2004 resulted from a decrease of
$1,283,000 in professional services, offset by a slight increase of approximately $806,000 in Intellisync Software Development Platform and hosting services revenue.



25



---

##### Table of Contents

International Revenue



|                               |  |                                    |       |   |               |      |   |      |   |       |  
|------------------------------ |  | ---------------------------------- | ----- | - | ------------- | ---- | - | ---- | - | ----- | -
|                               |  | Three Months Ended October 31,     |      
|                               |  | 2004                               |       |   | PercentChange |      |   | 2003 |  
|                               |  | (In thousands, except percentages) |      
|International revenue          |  | $                                  | 4,171 |   |               | 23.5 | % |      | $ | 3,376 |  
|As percentage of total revenue |  |                                    | 33.9  | % |               |      |   |      |   | 42.1  | %



The year-over-year
increase in our international revenues represented 19% of our total revenue increase for the first quarter of fiscal 2005. The increase in our professional services revenue and the number of our international technology licensing partners,
particularly in Japan, resulted in an increase in our international revenue in absolute dollars during this period. The decrease in international revenue as a percentage of total revenue for the first quarter of fiscal 2005, on the other hand, is
primarily due to increased revenue from our newer offerings in the United States. We expect our recent acquisitions of Synchrologic and Identity Systems will further strengthen our presence in Asia-Pacific, as well as Europe. We believe, however,
that international revenue will fluctuate on a quarter to quarter basis as we periodically enter into new agreements for professional services and new international partner contracts for technology licensing. International revenue may be subject to
certain risks not normally encountered in operations in the United States, including exposure to tariffs, various trade regulations, fluctuations in currency exchange rates, as well as international software piracy as described more fully in
Factors That May Affect Future Operating Results set forth below. We believe that continued growth will require further expansion in international markets. We have utilized, and will likely continue to utilize substantial
resources both to expand and establish international operations in the future.



Top Customers



No
customers accounted for more than 10% of our total revenue for the first quarter of fiscal 2005. Revenue from Research In Motion Limited accounted for 10% of our total revenue for the first quarter of fiscal 2004. No other customers accounted for
more than 10% of total revenue during these periods.



Cost of Revenue



|                               |  |                                    |       |   |               |      |   |      |   |       |  
|------------------------------ |  | ---------------------------------- | ----- | - | ------------- | ---- | - | ---- | - | ----- | -
|                               |  | Three Months Ended October 31,     |      
|                               |  | 2004                               |       |   | PercentChange |      |   | 2003 |  
|                               |  | (In thousands, except percentages) |      
|Cost of revenue                |  | $                                  | 2,341 |   |               | 43.3 | % |      | $ | 1,634 |  
|As percentage of total revenue |  |                                    | 19.0  | % |               |      |   |      |   | 20.4  | %



Cost of revenue
consists of license costs and service costs. License costs comprise product-packaging expenses such as product media and duplication, manuals, packing supplies, and shipping costs. Service costs comprise personnel-related expenses such as salaries
and other related costs associated with work performed under professional service contracts, non-recurring engineering agreements, post-sales customer support costs and hosting costs for hosting services associated with technology licensing partners
and end users. Hosting costs include expenses related to bandwidth for hosting, tape backup, security and storage, third-party fees and internal personnel costs associated with logistics and operational support of the hosting services. Service costs
can be expected to vary significantly from period to period depending on the mix of services we provide.



In general, license revenue costs represent a smaller percentage of license revenue when compared with services revenue costs as a percentage of services
revenue; this is due to the high cost structure of services revenue. Additionally, license costs tend to be variable based on license revenue volumes, whereas service costs tend to be fixed within certain services revenue volume ranges. We would
expect that an increase in services revenue as a percentage of our total revenue would generate lower overall gross margins as a percentage of total revenue. Also, given the high level of fixed costs associated with the professional services group
and our hosting operations, our inability to generate revenue sufficient to absorb these fixed costs could lead to low or negative service gross margins.



26



---

##### Table of Contents

The increase in cost of revenue in absolute dollars reflected the effect of planned increases in mobile
carrier hosting and post-sales support infrastructure. In future periods, cost of revenue may further fluctuate from quarter to quarter due to potential changes in the infrastructure and other requirements of our hosting operations to meet carriers
demand. These changes, which may be costly, are difficult to forecast. In addition, our cost of revenue is primarily driven by our expectation for different margin characteristics within and between license and services revenues as well as the
expected mix between products and channels.



Amortization of Developed and
Core Technology



|                                              |  |                                    |       |   |               |       |   |      |   |     |  
|--------------------------------------------- |  | ---------------------------------- | ----- | - | ------------- | ----- | - | ---- | - | --- | -
|                                              |  | Three Months Ended October 31,     |      
|                                              |  | 2004                               |       |   | PercentChange |       |   | 2003 |  
|                                              |  | (In thousands, except percentages) |      
|Amortization of developed and core technology |  | $                                  | 1,156 |   |               | 655.6 | % |      | $ | 153 |  
|As percentage of total revenue                |  |                                    | 9.4   | % |               |       |   |      |   | 1.9 | %



The increase in the
amortization of developed and core technology was primarily due to the impact of recently purchased technology from Synchrologic and Identity Systems. Based on acquisitions completed as of October 31, 2004, we expect the future amortization expense
of developed and core technology is as follows (in thousands):



|                                 |  |   |       
|-------------------------------- |  | - | ------
|Nine months ending July 31, 2005 |  | $ | 3,398 
|Fiscal year ending July 31,      |  |   |       
|2006                             |  |   | 4,323 
|2007                             |  |   | 4,110 
|2008                             |  |   | 1,917 
|2009                             |  |   | 659   
|2010                             |  |   | 439   
|Thereafter                       |  |   | 194   
|                                 |  |   |       
|                                 |  | $ | 15,040
|                                 |  |   |       



We expect that we may
acquire additional developed and core technology associated with any acquisitions we may complete in the future. As a result, we may further increase our amortization expense of developed and core technology.



Research and Development



|                               |  |                                    |       |   |               |      |   |      |   |       |  
|------------------------------ |  | ---------------------------------- | ----- | - | ------------- | ---- | - | ---- | - | ----- | -
|                               |  | Three Months Ended October 31,     |      
|                               |  | 2004                               |       |   | PercentChange |      |   | 2003 |  
|                               |  | (In thousands, except percentages) |      
|Research and development       |  | $                                  | 3,329 |   |               | 51.8 | % |      | $ | 2,193 |  
|As percentage of total revenue |  |                                    | 27.1  | % |               |      |   |      |   | 27.4  | %



Research and
development expenses consist primarily of salaries and other related costs for research and development personnel, quality assurance personnel, product localization, fees to outside contractors and the cost of facilities and depreciation of capital
equipment. We invest in research and development both for new products and to provide continuing enhancements to existing products. Our engineering group is currently focused on developing new functionality for wireless handhelds, smartphones,
laptops and tablets, at extending our core synchronization technology to increase scalability and extensibility, and at supporting next generation wireless technology and device platforms. The increase in research and development spending in
absolute dollars was due to acquired workforce of approximately 71 engineers from the acquisition of Spontaneous Technology, Inc., Synchrologic and Identity Systems during the first three quarters of fiscal 2004.



27



---

##### Table of Contents

Sales and Marketing



|                               |  |                                    |       |   |               |      |   |      |   |       |  
|------------------------------ |  | ---------------------------------- | ----- | - | ------------- | ---- | - | ---- | - | ----- | -
|                               |  | Three Months Ended October 31,     |      
|                               |  | 2004                               |       |   | PercentChange |      |   | 2003 |  
|                               |  | (In thousands, except percentages) |      
|Sales and marketing            |  | $                                  | 5,589 |   |               | 70.4 | % |      | $ | 3,280 |  
|As percentage of total revenue |  |                                    | 45.4  | % |               |      |   |      |   | 40.9  | %



Sales and marketing
expenses consist primarily of salaries, commissions, promotional expenses and other costs relating to sales and marketing employees, as well as to technical support personnel associated with pre-sales activities such as building brand awareness,
performing product and technical presentations and answering customers product and service inquiries. Sales and marketing expenses increased year-over-year as a result of establishing strategic relationships with our existing and prospective
enterprise customers, as well as increase in sales commissions and increase in marketing program spending to support increased revenue activities driven by our recent acquisitions. We have also acquired 22 new sales and marketing employees from
Synchrologic and 11 from Identity Systems during fiscal 2004. We intend to increase awareness and market presence of our existing and new products, services or technology over time, which may require us to substantially increase the amount we spend
on sales and marketing in future periods. We expect that these expenses will continue to increase as we grow.



General and Administrative



|                               |  |                                    |       |   |               |       |    |      |   |       |  
|------------------------------ |  | ---------------------------------- | ----- | - | ------------- | ----- | -- | ---- | - | ----- | -
|                               |  | Three Months Ended October 31,     |      
|                               |  | 2004                               |       |   | PercentChange |       |    | 2003 |  
|                               |  | (In thousands, except percentages) |      
|General and administrative     |  | $                                  | 2,049 |   |               | (14.1 | )% |      | $ | 2,385 |  
|As percentage of total revenue |  |                                    | 16.7  | % |               |       |    |      |   | 29.8  | %



General and
administrative expenses consist primarily of salaries and other costs relating to administrative, executive and financial personnel and outside professional fees. The decrease in general and administrative spending was due to certain costs incurred
in fiscal 2004 that were diminished in the first quarter of fiscal 2005. Such costs include a significant non-cash variable accounting charge associated with certain outstanding stock options and outside services costs brought about primarily by
legal costs associated with certain patent infringement lawsuits that have been resolved.



Depending on the degree of the fluctuation of our stock price in the future, we may incur a significant variable accounting charge or a recovery of charges from prior quarters associated with certain employee stock
options. The charge or the recovery may increase or decrease our total general and administrative costs in the next few quarters. The charge or the recovery may also further increase or offset our expected total cost of revenue, research and
development and sales and marketing costs in the near future.



Amortization
of Other Intangibles



|                                  |  |                                    |       |   |               |       |   |      |   |     |  
|--------------------------------- |  | ---------------------------------- | ----- | - | ------------- | ----- | - | ---- | - | --- | -
|                                  |  | Three Months Ended October 31,     |      
|                                  |  | 2004                               |       |   | PercentChange |       |   | 2003 |  
|                                  |  | (In thousands, except percentages) |      
|Amortization of other intangibles |  | $                                  | 1,046 |   |               | 886.8 | % |      | $ | 106 |  
|As percentage of total revenue    |  |                                    | 8.5   | % |               |       |   |      |   | 1.3 | %



28



---

##### Table of Contents

The increase in the amortization of other intangibles was primarily due to the impact of recently
acquired intangibles from Spontaneous Technology, Synchrologic and Identity Systems. Based on acquisitions completed as of October 31, 2004, we expect the future amortization expense of other intangible assets is as follows (in thousands):



|                                 |  |   |       
|-------------------------------- |  | - | ------
|Nine months ending July 31, 2005 |  | $ | 2,922 
|Fiscal year ending July 31,      |  |   |       
|2006                             |  |   | 3,486 
|2007                             |  |   | 2,740 
|2008                             |  |   | 1,502 
|2009                             |  |   | 757   
|2010                             |  |   | 578   
|Thereafter                       |  |   | 1,048 
|                                 |  |   |       
|                                 |  | $ | 13,033
|                                 |  |   |       



We expect that we may
acquire additional intangibles associated with any acquisitions we may complete in the future. As a result, we may further increase our amortization expense of other intangibles.



In-Process Research and Development



|                                    |  |                                    |   |               |     |      |   |     |  
|----------------------------------- |  | ---------------------------------- | - | ------------- | --- | ---- | - | --- | -
|                                    |  | Three Months Ended October 31,     |  
|                                    |  | 2004                               |   | PercentChange |     | 2003 |  
|                                    |  | (In thousands, except percentages) |  
|In-process research and development |  | $                                  |  |               | N/A |      | $ | 469 |  
|As percentage of total revenue      |  |                                    |  |               |     |      |   | 5.8 | %



In the three months
ended October 31, 2003, we recorded a charge of $469,000 for in-process research and development associated with the acquisition of substantially all of the assets of Spontaneous Technology. The purchase price of Spontaneous Technology was assigned
to the fair value of the assets acquired, including the in-process research and development. As of the acquisition date, technological feasibility of the in-process technology had not been established and the technology had no alternative future
use. Accordingly, we expensed the in-process research and development at the date of the acquisition.



The amount of the purchase price allocated to in-process research and technology was based on established valuation techniques used in the high-technology
software industry. The fair value assigned to the acquired in-process research and development was determined using the income approach, which discounts expected future cash flows to present value. The key assumptions used in the valuation include,
among others, expected completion date of the in-process projects identified as of the acquisition date, estimated costs to complete the projects, revenue contributions and expense projections assuming the resulting product has entered the market,
and discount rate based on the risks associated with the development life cycle of the in-process technology acquired. The discount rate used in the present value calculations is normally obtained from a weighted-average cost of capital analysis,
adjusted upward to account for the inherent uncertainties surrounding the successful development of the in-process research and development, the expected profitability levels of such technology, and the uncertainty of technological advances that
could potentially impact the estimates. We assume the pricing model for the resulting product of the acquired in-process research and technology to be standard within its industry. We, however, did not take into consideration any consequential
amount of expense reductions from integrating the acquired in-process technology with other existing in-process or completed technology. Therefore, the valuation assumptions do not include significant anticipated cost savings.



29



---

##### Table of Contents

The key assumptions underlying the valuation of acquired in-process research and development from
Spontaneous Technology are as follows (in thousands):



Project names: Version upgrade of Spontaneous Technologys secure Virtual Private Network (sVPN)

Percent
completed as of acquisition date: 60%

Estimated costs to complete technology at acquisition date: $125,000

Risk-adjusted discount rate: 22%

First period expected revenue: calendar year 2004



The development of above technology remains highly dependent on the remaining efforts to achieve technical viability, rapidly changing customer markets, uncertain standards for a new product, and significant
competitive threats from several companies. The nature of the efforts to develop this technology into a commercially viable product consists primarily of planning, designing, experimenting, and testing activities necessary to determine that the
technology can meet market expectations, including functionality and technical requirements. Failure to bring the product to market in a timely manner could result in a loss of market share or a lost opportunity to capitalize on emerging markets,
and could have a material adverse impact on our business and operating results.



Subsequent to the acquisition of Spontaneous Technology, there have been no significant developments related to the current status of the acquired in-process research and development project that would result in
material changes to the assumptions.



Other Charges



|                               |  |                                    |   |   |               |     |      |   |     |  
|------------------------------ |  | ---------------------------------- | - | - | ------------- | --- | ---- | - | --- | -
|                               |  | Three Months Ended October 31,     |  
|                               |  | 2004                               |   |   | PercentChange |     | 2003 |  
|                               |  | (In thousands, except percentages) |  
|Other charges                  |  | $                                  |  |   |               | N/A |      | $ | 76  |  
|As percentage of total revenue |  |                                    |  | % |               |     |      |   | 1.0 | %



During the first
quarter of fiscal 2004, we incurred residual costs of approximately $76,000 for operating expenses, mainly legal and accounting, relating to an acquisition that we ceased pursuing.



Restructuring Accrual



We implemented a number of cost-reduction plans over the past few years aimed at reducing costs that were not integral to our overall strategy, better
aligning our expense levels with current revenue levels and ensuring conservative spending during periods of economic uncertainty. These initiatives included a reduction in workforce and facilities consolidation.



The following table sets forth the activity in the restructuring accrual
account for the three months ended October 31, 2004 (in thousands):



|                            |  |                                  |       |  
|--------------------------- |  | -------------------------------- | ----- | -
|                            |  | Consolidationof ExcessFacilities |      
|Balance at July 31, 2004    |  | $                                | 1,080 |  
|Cash payments               |  |                                  | (330  | )
|                            |  |                                  |       |  
|Balance at October 31, 2004 |  | $                                | 750   |  
|                            |  |                                  |       |  



30



---

##### Table of Contents

The remaining unpaid amount as of October 31, 2004 of $750,000, related to the net lease expense due to
the consolidation of excess facilities, will be paid over the respective lease terms through June 2006 using cash from operations. The current and long-term portions of the underlying accrual of $574,000 and $176,000 are classified as Accrued
Liabilities and Other Liabilities, respectively, in the condensed consolidated balance sheet as of October 31, 2004.



We continually evaluate the balance of the restructuring reserve it records in prior periods based on the remaining estimated amounts to be paid.
Differences, if any, between the estimated amounts accrued and the actual amounts paid will be reflected in operating expenses in future periods.



Interest Income



|                               |  |                                    |     |   |               |      |   |      |   |     |  
|------------------------------ |  | ---------------------------------- | --- | - | ------------- | ---- | - | ---- | - | --- | -
|                               |  | Three Months Ended October 31,     |    
|                               |  | 2004                               |     |   | PercentChange |      |   | 2003 |  
|                               |  | (In thousands, except percentages) |    
|Interest income                |  | $                                  | 236 |   |               | 80.2 | % |      | $ | 131 |  
|As percentage of total revenue |  |                                    | 1.9 | % |               |      |   |      |   | 1.6 | %



Interest income
represents interest earned on cash and short-term investments and realized gains on miscellaneous investments. The increase in net interest income for the first quarter of fiscal 2005 was due to an increase in balances of cash and investments mainly
from the realized proceeds from issuance of convertible senior notes during fiscal 2004.



Interest Expense



|                               |  |                                    |      |    |               |     |      |   |   |  
|------------------------------ |  | ---------------------------------- | ---- | -- | ------------- | --- | ---- | - | - | -
|                               |  | Three Months Ended October 31,     |     
|                               |  | 2004                               |      |    | PercentChange |     | 2003 |  
|                               |  | (In thousands, except percentages) |     
|Interest expense               |  | $                                  | (240 | )  |               | N/A |      | $ |  |  
|As percentage of total revenue |  |                                    | (1.9 | )% |               |     |      |   |  | %



Interest expense for
the first quarter of fiscal 2005 reflects interest charge associated with the convertible senior notes we issued in March 2004.



Other, Net



|                               |  |                                    |      |    |               |     |      |   |    |  
|------------------------------ |  | ---------------------------------- | ---- | -- | ------------- | --- | ---- | - | -- | -
|                               |  | Three Months Ended October 31,     |     
|                               |  | 2004                               |      |    | PercentChange |     | 2003 |  
|                               |  | (In thousands, except percentages) |     
|Other, net                     |  | $                                  | (179 | )  |               | N/A |      | $ | (5 | )
|As percentage of total revenue |  |                                    | (1.5 | )% |               |     |      |   |   | %



Other, net,
represents miscellaneous bank fees and charges, realized gain or loss on foreign exchange and investments and amortization of debt issuance costs. Other, net, for the first quarter of fiscal 2005 reflects $159,000 of debt issuance costs amortization
expense associated with the convertible senior notes we issued in March 2004 and $20,000 of bank charges and investment management fees, net realized gain on foreign exchange and other expenses.



31



---

##### Table of Contents

Provision for Income Taxes



|                           |  |                                    |      |   |               |       |   |      |   |      |  
|-------------------------- |  | ---------------------------------- | ---- | - | ------------- | ----- | - | ---- | - | ---- | -
|                           |  | Three Months Ended October 31,     |     
|                           |  | 2004                               |      |   | PercentChange |       |   | 2003 |  
|                           |  | (In thousands, except percentages) |     
|Provision for income taxes |  | $                                  | (115 | ) |               | 160.0 | % |      | $ | (107 | )



The provision for
income taxes primarily represents foreign withholding taxes on royalties earned from certain foreign customers and state franchise and income taxes and estimated taxes for foreign subsidiaries.



Recently Issued Accounting Pronouncement



Other-Than-Temporary Impairment



In March 2004, the Emerging Issues Task Force Issue (EITF) reached consensus
on Issue 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. EITF No. 03-01 includes new guidance for evaluating and recording impairment losses on debt and equity investments, as well
as new disclosure requirements for investments that are deemed to be temporarily impaired. The disclosure requirements are effective for fiscal years ending after June 15, 2004. We have adopted the disclosure requirements in fiscal 2004 accordingly
and incorporated such disclosures in note 3 to consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2004. The accounting guidance of EITF No. 03-01 is applicable for reporting periods after
June 15, 2004. However, the effective date of such guidance has been delayed until the Financial Accounting Standards Board (FASB) issues a Staff Interpretation on this matter. The delay does not have a specified date. Until an effective date is
determined, existing guidance continues to apply in determining if an impairment is other than temporary. We will evaluate the impact of EITF No. 03-01 once final guidance is issued.



Contingently Convertible Debt on Diluted Earnings per Share



In July 2004, the EITF issued a draft abstract for EITF No. 04-08, The Effect of Contingently Convertible Debt on
Diluted Earnings per Share. EITF 04-08 reflects the Task Forces tentative conclusion that contingently convertible debt should be included in diluted earnings per share computations regardless of whether the market price trigger has
been met. If adopted, the consensus reached by the Task Force in this Issue will be effective for reporting periods ending after December 15, 2004. We expect that EITF No. 04-08 will not have an impact on our calculation of earnings per share.



Liquidity and Capital Resources



Working Capital



The following summarizes our cash and cash equivalents, short-term investments and working capital:



|                          |  |                                               |        |               |      |    |               |   |       
|------------------------- |  | --------------------------------------------- | ------ | ------------- | ---- | -- | ------------- | - | ------
|                          |  | October 31, 2004                              |        | PercentChange |      |    | July 31, 2004
|                          |  | (In thousands, except percentages and ratios)
|Cash and cash equivalents |  | $                                             | 12,479 |               | (3.9 | )% |               | $ | 12,991
|Short-term investments    |  | $                                             | 40,204 |               | (1.1 | )% |               | $ | 40,657
|Working capital           |  | $                                             | 51,147 |               | (1.1 | )% |               | $ | 51,693
|Current ratio             |  |                                               | 4.5    |               |     |    |               |   | 4.5   

|
|



We invest
excess cash in fixed income securities that are highly liquid, of high-quality investment grade. We intend to make such funds readily available for operating purposes, if needed. In addition to the above cash, cash



32



---

##### Table of Contents

equivalents and short-term investments at October 31, 2004, we have a total of $3,616,000 restricted cash that is pledged
as collateral for certain stand-by letters of credit issued by certain financial institutions and collateral to match any unfavorable mark-to-market exposure on an interest swap agreement. Refer to the discussion under the caption
Restricted Cash set forth below for more information.



The significant factors underlying the decrease in cash, cash equivalents and investments during the first quarter of fiscal 2005 were net cash flow used in operations of $1,098,000 and capital acquisitions of
$755,000, offset by the proceeds from stock issuance of $461,000 and decrease in restricted cash of $416,000. This decrease in cash, cash equivalents and short-term investments resulted in a decrease in working capital.



Cash Flows



Operating Activities. Significant items included in cash flows from operating activities are as follows (in
thousands):



|                                      |  |                                |        |   |        |   |       |  |   |        |  
|------------------------------------- |  | ------------------------------ | ------ | - | ------ | - | ----- |  | - | ------ | -
|                                      |  | Three Months Ended October 31, |       
|                                      |  | 2004                           |        |   | Change |   | 2003  | 
|Net cash used in operating activities |  | $                              | (1,098 | ) |        | $ | 2,190 |  | $ | (3,288 | )
|                                      |  |                                |        |   |        |   |       |  |   |        |  



The majority of cash
applied to cash working capital for the current fiscal year resulted from a decrease in accrued liabilities of $1,179,000 due to timing of payments particularly of the interest associated with our senior notes.



Investing Activities. Significant items included in cash flows from
investing activities are as follows (in thousands):



|                                                         |  |                                |      |   |        |   |       |      |  |   |        |  
|-------------------------------------------------------- |  | ------------------------------ | ---- | - | ------ | - | ----- | ---- |  | - | ------ | -
|                                                         |  | Three Months Ended October 31, |     
|                                                         |  | 2004                           |      |   | Change |   |       | 2003 | 
|Net sale/maturities (purchase) of short-term investments |  | $                              | 472  |   |        | $ | 1370  |      |  | $ | (898   | )
|Decrease in restricted cash                              |  |                                | 416  |   |        |   | 416   |      |  |   |       |  
|Capital expenditures                                     |  |                                | (755 | ) |        |   | (608  | )    |  |   | (147   | )
|                                                         |  |                                |      |   |        |   |       |      |  |   |        |  
|Net cash (used in) provided by investing activities      |  | $                              | 133  |   |        | $ | 1,178 |      |  | $ | (1,045 | )
|                                                         |  |                                |      |   |        |   |       |      |  |   |        |  



The net cash flows
provided in investing activities during first quarter of fiscal 2005 were due primarily to cash movement between investments and cash and cash equivalents and the decrease in restricted cash associated with a collateral under an interest rate swap
agreement.



Financing Activities. Significant items
included in cash flows from financing activities are as follows (in thousands):



|                                                   |  |                                |      |   |        |   |        |      |  |   |      
|-------------------------------------------------- |  | ------------------------------ | ---- | - | ------ | - | ------ | ---- |  | - | -----
|                                                   |  | Three Months Ended October 31,
|                                                   |  | 2004                           |      |   | Change |   |        | 2003
|Proceeds from stock option exercises               |  | $                              | 461  |   |        | $ | (993   | )    |  | $ | 1,454
|Debt issuance costs and repayment of capital lease |  |                                | (113 | ) |        |   | (113   | )    |  |   |     
|                                                   |  |                                |      |   |        |   |        |      |  |   |      
|Net cash provided by financing activities          |  | $                              | 348  |   |        | $ | (1,106 | )    |  | $ | 1,454
|                                                   |  |                                |      |   |        |   |        |      |  |   |      



During the first
quarter of fiscal 2005, cash flow generated from financing activities was primarily from stock option exercises. Our future cash flows from stock options are difficult to project as such amounts are a function of our stock price, the number of
options outstanding, and the decisions by employees to exercise stock options. In general, we expect proceeds from stock option exercises to increase during periods in which our stock price has increased relative to historical levels.



33



---

##### Table of Contents

Commitments



Capital Leases.During the first quarter of fiscal 2005, we entered into a capital lease agreement for computer peripherals, which expires in
September 2007. In addition, during fiscal 2004, we entered into a capital lease agreement for a phone system, which expires in February 2008. Current and long-term portions of the capital lease amounted to $142,000 and $325,000, respectively, at
October 31, 2004.



Operating Leases. We lease our
facilities under operating leases that expire at various dates through August 2008. The leases provide for escalating lease payments.



3% Convertible Senior Notes. During the third quarter of fiscal 2004, we completed the offering of $60,000,000 of convertible senior notes to
qualified institutional buyers in reliance on Rule 144A under the Securities Act. The notes are convertible into shares of our common stock at any time prior to the close of business on the final maturity date of the notes, subject to prior
redemption of the notes. The initial conversion rate is 250.0000 shares per each $1,000 principal amount of notes which represents an initial conversion price of $4.00 per share. The conversion rate is subject to adjustment for certain events,
including the payment of dividends, and other events specified in the indenture. The notes bear interest at a rate of 3% per annum. Interest on the notes will be paid on March 1 and on September 1 of each year. The first payment was made on
September 1, 2004.



Interest Rate Swap.During fiscal
2004, we entered into two interest rate swap agreements with a financial institution on a total notional amount of $60,000,000, whereby we receive fixed-rate interest of 3% in exchange for variable interest payments. The interest rate swaps expire
upon the maturity of the $60,000,000, 3% convertible senior notes in March 2009, and effectively convert fixed-rate notes into variable-rate borrowings. The interest rate is reset semi-annually and is equal to the 6-month LIBOR rate less a rate
spread. The total variable interest rate was approximately 1.7% at October 31, 2004, resulting in interest expense savings relative to fixed rates of approximately $228,000 for the first quarter of fiscal 2004. Under the provisions of Statement of
Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, this arrangement has been designated and qualifies as an effective fair value hedge of interest rate risk
related to the $60,000,000 convertible senior notes. As the terms of the swaps match those of the underlying hedged debt, the changes in the fair value of these swaps are offset by corresponding changes in the carrying value of the hedged debt, and
therefore does not impact our net earnings. As of October 31, 2004, the fair value of the interest rate swaps was approximately $604,000 and recorded in Other Liabilities with an equal adjustment recorded to the carrying value of the
$60,000,000 convertible senior notes.



34



---

##### Table of Contents

The following table summarizes our material obligations and commitments to make future payments, for
which we anticipate using cash from operations, under certain contracts, including long-term debt obligations and operating leases as of October 31, 2004 (in thousands):



|                               |  |       |        |   |                             |   |       |      |  |   |       |   |      |   |      |  |   |     |  |   |       
|------------------------------ |  | ----- | ------ | - | --------------------------- | - | ----- | ---- |  | - | ----- | - | ---- | - | ---- |  | - | --- |  | - | ------
|                               |  |       |        |   | Fiscal year ending July 31,
|                               |  | Total |        |   | 2005                        |   |       | 2006 |  |   | 2007  |   | 2008 |   | 2009
|3% convertible senior notes(1) |  | $     | 59,396 |   |                             | $ |      |      |  | $ |      |   |      | $ |     |  | $ |    |  | $ | 59,396
|                               |  |       |        |   |                             |   |       |      |  |   |       |   |      |   |      |  |   |     |  |   |       
|Interest rate swap(1)          |  |       | 604    |   |                             |   |      |      |  |   |      |   |      |   |     |  |   |    |  |   | 604   
|                               |  |       |        |   |                             |   |       |      |  |   |       |   |      |   |      |  |   |     |  |   |       
|Capital lease obligation(2)    |  |       | 536    |   |                             |   | 133   |      |  |   | 177   |   |      |   | 177  |  |   | 49  |  |   |      
|                               |  |       |        |   |                             |   |       |      |  |   |       |   |      |   |      |  |   |     |  |   |       
|Operating leases:              |  |       |        |   |                             |   |       |      |  |   |       |   |      |   |      |  |   |     |  |   |       
|Operating leases               |  |       | 5,141  |   |                             |   | 2,581 |      |  |   | 2,255 |   |      |   | 232  |  |   | 70  |  |   | 3     
|Proceeds from subleases        |  |       | (417   | ) |                             |   | (370  | )    |  |   | (47   | ) |      |   |     |  |   |    |  |   |      
|                               |  |       |        |   |                             |   |       |      |  |   |       |   |      |   |      |  |   |     |  |   |       
|Net operating leases           |  |       | 4,724  |   |                             |   | 2,211 |      |  |   | 2,208 |   |      |   | 232  |  |   | 70  |  |   | 3     
|                               |  |       |        |   |                             |   |       |      |  |   |       |   |      |   |      |  |   |     |  |   |       
|Total                          |  | $     | 65,260 |   |                             | $ | 2,344 |      |  | $ | 2,385 |   |      | $ | 409  |  | $ | 119 |  | $ | 60,003
|                               |  |       |        |   |                             |   |       |      |  |   |       |   |      |   |      |  |   |     |  |   |       

---

|(1) | Interest on the senior notes and interest rate swap is payable in cash on March 1 and September 1 of each year. The senior notes mature on March 1, 2009.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes interest payments due.
|--- | -------------------------------



In the event of early termination of our service
agreement with e^deltacom, a division of ITC^DeltaCom, Inc. and a managed service provider, we may be required to pay e^deltacom a penalty fee of up to approximately $62,000.



Capital Expenditures



We expect total capital expenditures of approximately $2,000,000 for the nine months ending July 31, 2005 principally for support of the hosting
operations and purchase of computers and other various system upgrades.



Restricted Cash



We have three letters of
credit that collateralize certain operating lease obligations and total approximately $407,000 and $397,000 at October 31, 2004 and July 31, 2004, respectively. We collateralize these letters of credit with cash deposits made with three of its
financial institutions and has classified the short-term and the long-term portions of approximately $187,000 and $220,000 at October 31, 2004, and $101,000 and $296,000 at July 31, 2004 as Other Current Assets and Restricted
Cash, respectively, in the condensed consolidated balance sheets. The long-term portion expires through June 2006. The holders of the letters of credit are able to draw on each respective letter of credit in the event that we are found to be
in default of its obligations under each of its operating leases.



Under the terms of the interest rate swap agreement into which we entered during fiscal 2004, we must provide collateral to match any unfavorable mark-to-market exposure (fair value) on the swap. The amount of collateral required totals a
minimum of $1,800,000 plus an amount equal to the unfavorable mark-to-market exposure on the swap. Generally, the required collateral will rise as interest rates rise. As of October 31, 2004, and July 31, 2004, we have posted approximately
$3,293,000 and $3,736,000, respectively, of collateral under this swap agreement which is included in Restricted Cash in its condensed consolidated balance sheet.



Litigation



In August 2004, a patent-infringement claim was filed against us by NCR Corporation in the U.S. District Court for the Southern District of Ohio. In the
complaint, NCR alleged certain of our products infringe three of its patents which cover technology for synchronizing databases between personal digital assistants and host computers. Based on a lengthy review, we believe that NCRs claims
against it are without merit and we do not infringe on any of the asserted NCR patents. We do not believe that the outcome of this patent infringement claim, even if adverse to us, would have a material adverse effect on our results of operations
and financial condition. Separately, on



35



---

##### Table of Contents

September 9, 2004, we filed a complaint in the U.S. District Court for the Northern District of California against NCR
requesting, among other things, that a declaratory judgment be entered finding that we do not infringe an NCR patent (6,473,765) that was asserted against one of our licensees, Garmin Ltd. We have certain indemnification obligations to Garmin for
claims related to intellectual property infringement. In response, NCR amended its suit against Garmin to withdraw its allegation of infringement of the 765 patent and stated that we have no liability to NCR for infringement of the 765
patent. NCR then moved to dismiss the California case on the basis that, because we could not be sued for infringement, the Court lacked jurisdiction to adjudicate our declaratory judgment action. The motion was granted and the California case was
dismissed on November 22, 2004. We are in the process of appealing this decision.



We are also involved in various litigation and claims arising in the normal course of business. In managements opinion, these matters are not expected to have a material impact on our consolidated results of
operations or financial condition.



We believe that our current
cash, cash equivalents and short-term investment balances, including cash generated from operations, if any, will be sufficient to meet our working capital and other cash requirements for at least the next 12 months. Beyond the next 12 months, we
expect our cash flow from operations and the remaining proceeds from the convertible senior notes we issued in fiscal 2004 to remain sufficient to fund any ongoing investments in capital equipment and interest payments on our notes. There are no
arrangements and other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect liquidity or the availability of our requirements for capital.



We believe that the most strategic uses of our cash resources include
strategic investments to gain access to new technologies, acquisitions, financing activities, and working capital. Therefore, from time-to-time, we may consider additional acquisitions and a wide range of other business opportunities. To the extent
that our current cash, cash equivalents and short-term investment balances and cash flow from operations are insufficient to fund any new acquisition, business opportunity or venture, as well as to fund future operating requirements, we may seek to
raise cash through further issuance of debt or equity securities. We cannot be certain that such financing would be available to us at all, or on terms favorable to us.



Factors That May Affect Future Operating Results



There are many factors that affect our business and the results of our operations, some of which are beyond our control. The
following is a description of some of the important factors that may cause the actual results of our operations in future periods to differ materially from those currently expected or desired.



We have historically incurred losses and we expect these losses to continue in the
future. We may not be able to sustain consistent future revenue growth on a quarterly or annual basis, or achieve or maintain profitability.



We have not been profitable since fiscal 1998. Although we have reported revenue growth year over year for the three months ended October 31, 2004, we
cannot be certain that this growth will continue at the same rate, or that our revenues will not decline in the future. We have experienced losses of $3,506,000 and $2,261,000 for the three months ended October 31, 2004 and 2003, respectively. At
October 31, 2004, we had an accumulated deficit of $134.6 million. To become profitable and sustain profitability, we will need to generate additional revenues to offset our expenses. We may not achieve or sustain revenue growth and our losses may
continue or increase in the future. The synchronization market is new and evolving, and as a result we cannot accurately predict either the future growth rate, if any, or the ultimate size of the market for our products and services. Because our
operating expenses are relatively fixed in the short term, any shortfalls in revenues would materially affect our results of operations.



36



---

##### Table of Contents

Our quarterly revenues and operating results are subject to significant fluctuations, and our stock price may
decline if we do not meet the expectations of investors and analysts.



Our quarterly revenues and operating results are difficult to predict and have and may in the future fluctuate significantly from quarter to quarter due to a number of factors, many of which are outside our control.
These factors include, but are not limited to:



| |  | the recent decline in the market for traditional personal digital assistants;
| | - | -----------------------------------------------------------------------------



| |  | our ability to realize our goals with respect to recent and potential future acquisitions;
| | - | ------------------------------------------------------------------------------------------



| |  | our need and ability to generate and manage growth;
| | - | ---------------------------------------------------



| |  | market acceptance of products in which our software is integrated by original equipment manufacturers, or OEMs;
| | - | ---------------------------------------------------------------------------------------------------------------



| |  | growth in the market for enterprise synchronization applications and our ability to successfully address this market;
| | - | ---------------------------------------------------------------------------------------------------------------------



| |  | rapid evolution of technology;
| | - | ------------------------------



| |  | our evolving business model;
| | - | ----------------------------



| |  | litigation-related expenses;
| | - | ----------------------------



| |  | our reliance on international sales and growth;
| | - | -----------------------------------------------



| |  | our ability to penetrate the international market;
| | - | --------------------------------------------------



| |  | fluctuations in gross margins;
| | - | ------------------------------



| |  | the seasonal nature of the market for some of our products;
| | - | -----------------------------------------------------------



| |  | changes in the market for mobility and identity search/screening software;
| | - | --------------------------------------------------------------------------



| |  | introduction of new products and services by us or our competitors;
| | - | -------------------------------------------------------------------



| |  | changes in our mix of sources of revenues;
| | - | ------------------------------------------



| |  | entrenched and substantial competition; and
| | - | -------------------------------------------



| |  | continued difficult political and economic conditions.
| | - | ------------------------------------------------------



Additionally, we generally derive our technology licensing revenues from multi-year contracts with enterprise and other customers that frequently include
license fees, professional services fees, royalty payments and maintenance. We typically earn both the license fees and the professional services in the initial one or two quarters subsequent to the signing of a contract. We periodically have large
professional services implementations that individually contribute as much as 5% or more to quarterly revenue. Combined with related license revenues, total revenue from individual customers in the initial quarters of a contract may exceed the
revenues we earn during subsequent periods covered by the contract. To the extent that we do not secure additional contracts with the same customer or secure comparably sized commitments from other customers, we may not be able to sustain or grow
our revenues.



37



---

##### Table of Contents

If we fail to develop and sell products designed for OEMs, enterprises and mobile carriers, our revenues and
operating results will be adversely affected.



We have
recently made substantial investments to develop and offer an expanded range of enterprise synchronization applications, including our acquisition of Synchrologic and Identity Systems. Our operating plans assume revenue growth from the enterprise
market. Enterprise sales present a variety of challenges that are different from those inherent in our historical licensing and consumer business model, and we have limited experience addressing these challenges. For example, enterprise sales
typically involve large up-front license fees, which can result in lengthy sales cycles and uncertainties as to the timing of sales driven by customers budgetary processes. As a result, we generally have less visibility into future enterprise
sales than is typically the case in our royalty-based technology licensing business. In addition, while enterprise sales generally result in ongoing maintenance revenues and may lead to follow-on purchases or upgrades, we are typically dependent on
sales to new customers for a significant portion of our enterprise revenues in a given quarter. If our product and service offerings fail to achieve market acceptance, or if enterprise sales fail to meet our expectations in a particular quarter, our
revenues and operating results may be materially and adversely affected.



Our business and prospects depend, to a significant degree, on demand for wireless and other mobile computing devices.



The use of wireless and other mobile computing devices for retrieving, sharing and transferring information among businesses, consumers, suppliers and
partners has begun to develop only in recent years. Our success will depend in large part on continued growth in the use of wireless and other mobile computing devices including handheld computers, smart phones, pagers and other mobile devices. In
addition, our markets face critical unresolved issues concerning the commercial use of wireless and other mobile computing devices, including security, reliability, cost, ease of access and use, quality of service, regulatory initiatives and
necessary increases in bandwidth availability. Demand for, and market acceptance of, wireless and other mobile computing devices which require our products and services are subject to a high level of uncertainty and are dependent on a number of
factors, including:



| |  | growth in sales of handheld devices, smart phones and other mobile computing devices supported by our software and growth in wireless network capabilities to match end-user demand
and requirements;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | emergence of a viable and sustainable market for wireless and mobile computing services;
| | - | ----------------------------------------------------------------------------------------



| |  | our product and service differentiation and quality;
| | - | ----------------------------------------------------



| |  | the development of technologies that facilitate interactive communication between organizations;
| | - | ------------------------------------------------------------------------------------------------



| |  | our distribution and pricing strategies as compared with those of our competitors;
| | - | ----------------------------------------------------------------------------------



| |  | the growth in access to, and market acceptance of, new interactive technologies;
| | - | --------------------------------------------------------------------------------



| |  | increases in bandwidth for data transmission;
| | - | ---------------------------------------------



| |  | the effectiveness of our marketing strategy and efforts;
| | - | --------------------------------------------------------



| |  | our industry reputation; and
| | - | ----------------------------



| |  | general industry and economic conditions such as slowdowns in the computer or software markets or the economy in general.
| | - | -------------------------------------------------------------------------------------------------------------------------



If the market for wireless and other mobile computing devices as a commercial
or business medium does not develop, or develops more slowly than expected, our business, results of operations and financial condition will be seriously harmed.



38



---

##### Table of Contents

Even if the wireless and mobile computing services market does develop, our products and services may not
achieve widespread market acceptance. If our target customers do not adopt, purchase and successfully deploy our other current and planned products and services, our revenue will not grow significantly and our business, results of operations and
financial condition will be seriously harmed.



We are placing increasing
emphasis on our carrier hosting services, of which potential rapid growth may be difficult to manage effectively, and, as a result, our results of operations could be adversely affected.



We are increasingly focusing our sales and marketing and engineering efforts
on carrier hosting services, of which we expect a high rate of growth. This focus may cause increased business risks associated specifically with our ability to manage the level of complexity involved in executing successfully our strategies to
provide superior services for mobile carriers. The rapid growth of our carrier hosting business may place a significant strain on our management, operations and resources. Our future performance and profitability will depend on our ability to:



| |  | increase our capital investments and further build our infrastructure to meet the demands of our carrier customers;
| | - | -------------------------------------------------------------------------------------------------------------------



| |  | maintain technical capabilities to compete effectively in the hosting business; and
| | - | -----------------------------------------------------------------------------------



| |  | effectively oversee and manage our outsourced hosting center.
| | - | -------------------------------------------------------------



There can be no assurance that our systems, procedures and controls will be adequate to support expansion of our rapid growth. If we are unable to manage
our growth successfully, our business and results of operations could be harmed.



We expect that we may become increasingly dependent on mobile carriers for the success of our wireless handheld and smartphone products.



The success of our wireless business strategy is increasingly becoming dependent on our ability to establish new relationships and build on our
existing relationships with domestic and international mobile carriers. We cannot assure you that we will be successful in establishing new relationships or advancing existing relationships with mobile carriers or that these mobile carriers will act
in a manner that will promote the success of our wireless products. Factors that are largely within the control of mobile carriers but which are important to our success, include:



| |  | the degree to which mobile carriers facilitate the introduction of and actively promote, distribute and resell our products;
| | - | ----------------------------------------------------------------------------------------------------------------------------



| |  | testing of our products on mobile carriers networks;
| | - | -----------------------------------------------------



| |  | quality and coverage area of wireless services offered by the mobile carriers;
| | - | ------------------------------------------------------------------------------



| |  | the extent to which mobile carriers require specific hardware and software features on our products to be used on their networks;
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| |  | contractual terms and conditions imposed on us by mobile carriers that, in some circumstances, could limit our ability to make similar products available through competitive
carriers in some market segments; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | mobile carriers pricing requirements and subsidy programs.
| | - | -----------------------------------------------------------



Mobile carriers have significant bargaining power as we negotiate agreements with them. They could require contract terms that are difficult for us to
meet and could result in higher costs to complete certification requirements



39



---

##### Table of Contents

and negatively impact our results of operations and financial condition. Mobile carriers also place significant
conditions on our ability to develop and launch products for use on their wireless networks. If we fail to address the needs of mobile carriers, identify new product and service opportunities or modify or improve our products in response to changes
in technology, industry standards or mobile carrier requirements, our products could rapidly become less competitive or obsolete. If we fail to timely develop products that meet carrier product planning cycles or fail to deliver sufficient
quantities of products in a timely manner to mobile carriers, those carriers may choose to offer similar products from our competitors and thereby reduce their focus on our products which would have a negative impact on our business, results of
operations and financial condition.



In addition, the potential
rapid growth of our business, as we become more dependent on mobile carriers, may place a strain on our management, operations, employees, or resources. We may not be able to maintain a rapid growth rate, effectively manage our expanding operations,
or achieve planned growth on a timely or profitable basis. If we are unable to manage our growth effectively, we may experience operating inefficiencies, and our net income may be materially adversely affected.



Most sales with mobile carriers and enterprise have a long sales cycle process, which
increases the cost of completing sales and renders completion of sales less predictable.



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



Revenues from hosting services may
carry lower gross margins and an overall increase in such revenues as a percentage of total revenues could have an adverse impact on our business.



Our commitment to providing quality services to our enterprise and mobile carrier customers may result in our hosting services revenue to have a lower
gross margin than other services and license revenues. Due to the lower margin, an increase in the hosting services revenue as a percentage of total revenues could have a detrimental impact on our overall gross margins and could adversely affect
operating results. In addition, a change in the mix between services that are provided by our employees and services provided by third-party vendors may negatively affect our gross margins.



System failures or accidental or intentional security breaches could disrupt our
operations, cause us to incur significant expenses, expose us to liability and harm our reputation.



Our operations, including hosting services, depend upon our ability to maintain and protect our computer systems and core business applications, which are
located at our offices, as well as hosted by third-party vendors. Although we are taking various precautions to maintain and protect our systems, they could still be vulnerable to damage from break-ins, unauthorized access, vandalism, fire, floods,
earthquakes, power loss, telecommunications failures and similar events. We maintain insurance against break-in, unauthorized access, vandalism, fires, floods, earthquakes and general business interruptions. The amount of coverage, however, may not
be adequate in any particular case, and will not likely compensate us for all the damages caused by these or similar events. In addition, while we put various security measures in place to detect any unauthorized access to our computers and computer
networks, we may be unable to prevent computer programmers or hackers from penetrating our network security or creating viruses to sabotage or otherwise attack our computer networks from time to time. A breach of our security could seriously damage
our operations or reputation. In addition, because a hacker who penetrates our network security could misappropriate proprietary information or cause interruptions in our services, we might be required to expend significant resources to protect
against, or to alleviate, problems caused by hackers. We might also face liability to persons harmed by misappropriation of secure information if it is determined that we did not exercise sufficient care to protect our systems.



40



---

##### Table of Contents

Systems failure or damage could cause an interruption of our services and result in loss of customers,
difficulties in attracting new customers and could adversely impact our operating results. In addition, if the number of customers who purchase our hosting services increases over time, our systems must be able to accommodate increased usage. If we
are unable to increase our capacity to accommodate growth in usage, we could encounter system performance issues, which could harm our relationships with customers and our reputation.



We face intense competition in the market for mobile computing synchronization products and services, which could reduce our market
share and revenues.



Our market contains few
substantial barriers to entry. We believe we will face additional competition from existing competitors and new market entrants in the future. We are subject to current and potential competition with respect to our Intellisync Handheld Edition,
Intellisync Handheld Edition for Enterprise, Intellisync Mobile Suite, Intellisync Phone Edition, Intellisync goAnywhere and Identity Search Servers.



| |  | Intellisync Mobile Suite enterprise server software CommonTime, Extended Systems, Good Technology, Inc., JP Mobile, Inc., Research In Motion Limited, Sybase Inc.s
iAnywhere, Wireless Knowledge, Inc., and others.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Intellisync Mobile Suite and Intellisync goAnywhere software for mobile carriers  Good Technology, Inc., Research In Motion Limited, Seven Networks, Inc., Smartner Information
Systems Ltd, Visto Corporation, and others.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Intellisync consumer and enterprise desktop sync products  Chapura, Inc.s Pocket Mirror, CommonTimes Cadenza mNotes, Extended Systems, Inc., IBM Corporation,
Microsoft Corporation ActiveSync, Palm Desktop from PalmSource, Inc., Sybase Inc.s iAnywhere, and others.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Intellisync Phone Edition software  FutureDial, Inc.s SnapSync, Susteen, Inc.s DataPilot and others.
| | - | -------------------------------------------------------------------------------------------------------



| |  | Identity Search Server  Ascential, Dataflux, Firstlogic, Group1, Intelligent Search Technology, Language Analysis Systems, Trillium Software, and others.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



In addition to the direct competition noted
above, we face indirect competition from existing and potential customers that may provide internally developed solutions for each of our technology licensing components. As a result, we must educate prospective customers as to the advantage of our
products compared to internally developed solutions. We currently face limited direct competition from major applications and operating systems software vendors who may in the future choose to incorporate data synchronization functionality into
their operating systems software, thereby potentially reducing the need for OEMs to include our products in their devices. For example, Microsofts inclusion of certain features permitting data synchronization between computers utilizing the
Windows 2000, Windows Me, Windows NT or Windows XP operating systems, or the Exchange 2003 platform, may have the effect of reducing revenue from our software if users of these operating systems perceive that their data synchronization needs are
adequately met by Microsoft.



Many of our competitors have
substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater brand recognition and more established relationships in the industry than we do. Our larger competitors may be able to
provide customers with additional benefits in connection with their products and costs, including reduced communications costs. As a result, these companies may be able to price their products and services more competitively than we can and respond
more quickly to new or emerging technologies and changes in customer requirements. If we are unable to compete successfully against our current or future competitors, we may lose market share, and our business and prospects would suffer.



41



---

##### Table of Contents

If we fail to maintain our existing relationships or enter into new relationships with OEM and business development
organizations, or if products offered by our OEM partners fail to achieve or maintain market acceptance, our brand awareness, the sales of our products and use of our services would suffer.



Our revenues from technology licensing depend, in large part, on our ability
to develop and maintain relationships with OEM and business development organizations that help distribute our products and promote our services. We depend on these relationships to:



| |  | distribute our products to purchasers of mobile devices;
| | - | --------------------------------------------------------



| |  | increase the use of our technology licensing components;
| | - | --------------------------------------------------------



| |  | build brand awareness through product marketing; and
| | - | ----------------------------------------------------



| |  | market our products and services cooperatively.
| | - | -----------------------------------------------



If the products that these equipment manufacturers or business development organizations sell, or if the operating systems upon which these products are
based, fail to achieve or sustain market acceptance, or if any of these companies cease to use our product and service offerings in significant volumes, our product sales would decline and our business would suffer. For example, if growth in the
number of devices sold by our OEM partners is delayed or did not occur, our business would suffer.



Although several OEMs are subject to certain contractual minimum purchase obligations, we cannot be certain that any particular OEM will satisfy its
minimum obligations. Weakening demand from any key OEM and the inability to replace revenue provided by such an OEM could have a material adverse effect on our business, operating results and financial condition. We maintain individually significant
receivable balances from major OEMs. If these OEMs fail to meet their payment obligations, our operating results could be materially and adversely affected.



Our agreements with OEMs, distributors, and resellers generally are nonexclusive and may be terminated on short notice by either party without cause.
Furthermore, our OEMs, distributors and resellers are not within our control, are not obligated to purchase products from us, and may represent other lines of products, including competing products. A reduction in sales effort or discontinuance of
sales of our products by our OEMs, distributors, and resellers could lead to reduced sales and could materially adversely affect our operating results.



Our market changes rapidly due to evolution in technology and industry standards. If we do not adapt to meet the sophisticated needs of our customers, our business
and prospects will suffer.



The market for our
products and services is characterized by rapidly changing technology, evolving industry standards and frequent new product and service introductions. The traditional personal digital assistant market, appears to be declining and may continue to do
so, just as sales in competing markets, such as smartphones and other multi-function mobile phones may be increasing. Our future success will depend to a substantial degree on our ability to offer products and services that adapt to these changing
markets, incorporate leading technology, address the increasingly sophisticated and varied needs of our current and prospective customers and respond to technological advances and emerging industry standards and practices on a timely and
cost-effective basis. Our rapidly evolving market makes it more likely that:



| |  | our technology or products may become obsolete upon the introduction of alternative technologies;
| | - | -------------------------------------------------------------------------------------------------



| |  | we may not have sufficient resources to develop or acquire new technologies or to introduce new products or services capable of competing with future technologies or service
offerings of other companies; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | we may not have sufficient resources to develop or acquire new technologies or to introduce new products or services capable of competing with future technologies or service
offerings of other companies.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



42



---

##### Table of Contents

To the extent we determine that new technologies and equipment are required to remain competitive, the
development, acquisition and implementation of these technologies and equipment are likely to continue to require significant capital investment by us. Moreover, we cannot be certain that we can develop, market and deliver new products and
technology on a timely basis. Sufficient capital may not be available for this purpose in the future, and even if it is available, investments in new technologies may not result in commercially viable technological processes and there may not be
commercial applications for such technologies. If we do not develop, acquire and introduce new products and services and achieve market acceptance in a timely manner, our business and prospects will suffer.



Our revenues from consumer sales are subject to risks associated with the declining
wired PDA market and reliance on sales distribution channels.



While the market for converged mobile devices or smartphones and other wireless mobile devices has experienced growth recently, the market for traditional personal digital assistants, or PDAs, has declined. In addition, Sony Corporation
recently announced its departure from the US PDA market, dropping development of its CLIE product line in the United States. The decline in traditional PDA sales had a direct impact on sales of our Intellisync products through the consumer and
online channels, where sales of our synchronization software typically occur at the same time a PDA is purchased, or shortly thereafter. The increase in demand for smartphones and other such devices may not offset the decline in traditional PDA
sales. Our consumer sales are also dependent upon distribution and marketing channels outside our control. There are also a significant number of our customers that purchase our products and services through other resellers, and we anticipate they
will continue to do so as we expand our product offerings. Our sales, therefore, could also be negatively affected by disruptions in our relationships with resellers or disruptions in the relationships between our resellers and customers. Resellers
may also choose not to emphasize our products to their customers. If we are unable to offset declining revenues from PDA-related software, or if we experience disruption in, or reduced selling efforts from, our distribution channels, our revenues
derived from consumer sales would be adversely affected.



If we are
unable to provide satisfactory and high quality services through our professional services group, customer satisfaction and demand for our products will suffer.



Many of our customers have been successful in implementing our various technology initiatives without further provision of
technical service. However, we believe that building strong relationships with our customers, as well as future growth in our product sales, depends on our ability to provide our customers with professional services, including customer support,
training, consulting and initial implementation and deployment of our products when necessary. We have an in-house professional services group and use international software development partners with a workforce that can perform these tasks and that
also educates third-party systems integrators in the use of our products so that these systems integrators can provide these services to our customers. If we are unable to develop sufficient relationships with third-party systems integrators and
other customers, unable to complete product implementations in a timely manner, or unable to provide customers with satisfactory and quality support, consulting, maintenance and other services, we could face customer dissatisfaction, damage to our
reputation, decreased overall demand for our products and loss of revenue.



If we fail to maintain an effective system of internal controls, we may not be able to detect fraud or report our financial results accurately, which could harm our business.



Effective internal controls are necessary for us to provide reliable
financial reports and to detect and prevent fraud. We periodically assess our system of internal controls, and the internal controls of service providers upon which we rely, to review their effectiveness and identify potential areas of improvement.
These assessments may conclude that enhancements, modifications or changes to our system of internal controls are necessary. In addition, from time to time we acquire businesses, many of which have limited infrastructure and systems of internal
controls. Performing assessments of internal controls, implementing necessary changes, and maintaining an effective internal controls process is expensive and requires considerable management attention, particularly in the case of newly acquired
entities. Internal control systems are designed in part upon assumptions about the likelihood of future events, and all such systems, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of
the system are met. Because of these and other inherent limitations of control



43



---

##### Table of Contents

systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote. If we fail to implement and maintain an effective system of internal controls or prevent fraud, we could suffer losses, could be subject to costly litigation, investors could lose confidence in our reported
financial information and our brand and operating results could be harmed, which could have a negative effect on the trading price of our common stock.



We may have difficulty implementing in a timely manner the internal controls procedures necessary to allow our management to report on the effectiveness of our
internal controls, and we may incur substantial costs in order to comply with the requirements of the Sarbanes-Oxley Act of 2002.



The Sarbanes-Oxley Act of 2002 has introduced many new requirements applicable to us regarding corporate governance and financial reporting. Among many
other requirements is the requirement under Section 404 of the Act for management to report on our internal controls over financial reporting and for our independent registered public accountant to attest to this report. We are required to comply
with Section 404 effective the current fiscal year. Our management has begun the necessary processes and procedures for issuing its report on our internal controls



Our recent acquisitions of companies, some of which have operations outside the United States, provided us with challenges
in implementing the required processes and procedures in our acquired operations. Acquired companies may not have disclosure controls and procedures or internal controls over financial reporting that are as thorough or effective as those required by
securities law in the United States. We, therefore, intend to devote substantial time and have incurred and will continue to incur substantial costs during fiscal 2005 to ensure ongoing compliance. We cannot, however, be certain that we will be
successful in complying with Section 404.



We may be unable to adequately
protect our proprietary rights.



The rights we rely
upon to protect our intellectual property underlying our products and services may not be adequate, which could enable third parties to use our technology and would reduce our ability to compete in the market. To protect our proprietary rights, we
rely on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. These efforts to protect our intellectual property rights may not be
effective in preventing misappropriation of our technology. These efforts also may not prevent others from developing products or technologies similar to, competitive with, or superior to those we develop. Any of these results could reduce the value
of our intellectual property. We may be forced to litigate to enforce or defend our intellectual property rights and to protect our trade secrets. Any such litigation could be very costly and could distract our management from focusing on operating
our business. Moreover, our business could be harmed if our patents were determined to be invalid.



We may be subject to intellectual property infringement claims, which are costly to defend and could limit our ability to use certain technologies in the future.



Third parties may assert infringement or other intellectual property claims
against us. From time to time, we receive notices from third parties alleging that our products or services infringe proprietary rights held by them. For example, as we announced in August 2004, NCR Corporation has filed a complaint alleging patent
infringement in the U.S. District Court for the Southern District of Ohio Western Division (Dayton). In the complaint, NCR alleges that certain of our products infringe upon three of NCRs patents. Our customers may receive notices of product
infringement from third parties and ask for indemnification in the future. We cannot predict whether third parties will assert claims of infringement against us, or whether any past, present or future claims will prevent us from offering products or
operating our business as planned.



Separately, on September 9,
2004, we filed a complaint in the U.S. District Court for the Northern District of California against NCR requesting, among other things, that a declaratory judgment be entered finding that we do not infringe an NCR patent (6,473,765) asserted
against one of our licensees, Garmin Ltd., and finding that patent to be invalid. In response, NCR amended its suit against Garmin to withdraw its allegation of infringement of the 765 patent and stated that the Company has no liability to NCR
for infringement of the 765 patent. NCR then moved to dismiss the California case on the basis that, because the Company could not be sued for infringement,



44



---

##### Table of Contents

the Court lacked jurisdiction to adjudicate the Companys declaratory judgment action. The motion was granted and
the California case was dismissed on November 22, 2004. The Company is appealing this decision.



Due to the inherently uncertain nature of intellectual property protection and the competitive area in which we operate our business, it is possible that
some or all of our products and services could be found to be infringing on the intellectual property of others. We may have to pay substantial damages, including treble damages, for past infringement if it is ultimately determined that our products
or services infringe a third partys proprietary rights. We may have to comply with injunctions, or stop distributing our products and services while we re-engineer them or seek licenses to necessary technology, which might not be available on
reasonable terms, or at all. We could also be subject to claims for indemnification resulting from infringement claims made against our customers, which could increase our defense costs and potential damages. Even if the claims are without merit,
defending a lawsuit takes significant time, may be expensive and may divert managements attention from other business concerns.



We have been, are and may in the future be involved in litigation that could result in significant costs to us.



In order to protect our proprietary rights, we may decide to sue other
companies. Litigation proceedings are inherently uncertain, and we may not prevail in our defenses or claims. In addition, such litigation is expensive and time-consuming, and management had been in the past and may in the future be required to
spend significant time in the prosecution of such suit. If we do not prevail in our claims, we might be forced to accept an unfavorable settlement or judgment and even be required to reimburse other companies in a suit for their legal expenses in
defending the suit. An unfavorable settlement or judgment could also materially harm our ability to use existing intellectual property and severely harm our business as a result.



If we are forced to defend against third-party infringement claims such as that made by NCR, whether they are with or
without merit or are determined in our favor, we could face expensive and time-consuming litigation, which could distract technical and management personnel, or result in product shipment delays. If an infringement claim is determined against us, we
may be required to pay monetary damages or ongoing royalties. Further, as a result of infringement claims either against us or against those who license technology to or from us, we may be required to develop non-infringing intellectual property or
enter into costly royalty or licensing agreements. Such royalty or licensing agreements, if required, may be unavailable on terms that are acceptable to us, or at all. If a third party successfully asserts an infringement claim against us and we are
required to pay monetary damages or royalties or we are unable to develop suitable non-infringing alternatives or license the infringed or similar intellectual property on reasonable terms on a timely basis, it could significantly harm our business.
Any litigation, whether brought by or against us, could cause us to incur significant expenses and could divert a large amount of management time and effort. A claim by us against a third party could, in turn, cause a counterclaim by the third party
against us, which could impair our intellectual property rights and harm our business.



We are dependent on our international operations for a significant portion of our revenues.



International revenue, primarily from customers based in Japan and Europe, accounted for 34% and 42% of our revenue for the three months ended October 31,
2004 and 2003, respectively. In the future, we may further expand our international presence. As we continue to expand internationally, we are increasingly subject to risks of doing business internationally, including:



| |  | longer payment cycles and problems in collecting accounts receivable;
| | - | ---------------------------------------------------------------------



| |  | seasonal reductions in business activity during the summer months in Europe and certain other parts of the world;
| | - | -----------------------------------------------------------------------------------------------------------------



| |  | unexpected changes in regulatory requirements and tariffs;
| | - | ----------------------------------------------------------



| |  | export controls relating to encryption technology and other export restrictions;
| | - | --------------------------------------------------------------------------------



| |  | reduced protection for intellectual property rights in some countries;
| | - | ----------------------------------------------------------------------



45



---

##### Table of Contents

| |  | fluctuations in currency exchange rates, against which we do not currently hedge;
| | - | ---------------------------------------------------------------------------------



| |  | difficulties in staffing and managing international operations;
| | - | ---------------------------------------------------------------



| |  | potentially adverse tax consequences; and
| | - | -----------------------------------------



| |  | an adverse effect on our provision for income taxes based on the amount and mix of income from international customers.
| | - | -----------------------------------------------------------------------------------------------------------------------



Our international sales growth will be limited if we, in the future, are
unable to expand international sales channel management and support, customize products for local markets, and develop relationships with international service providers, distributors and device manufacturers. For example, in recent quarters we have
invested substantially in expanding sales operations, and these investments may not generate offsetting increases in revenues. Even if we are able to expand international operations successfully, we cannot be certain that we will succeed in
maintaining or expanding international market demand for our products.



Geographic expansion and growth, including the establishment of new sales or engineering operations, may negatively affect our overall operations and cause us to incur significant additional costs and expenses.



We established engineering facilities in Sofia, Bulgaria and Cluj-Napoca,
Romania and, in the future, we may further expand our engineering or sales operations to other geographic areas within the United States and internationally. Our expansion may cause us to incur various costs and expenses, and may place a significant
strain upon our operating and financial systems and resources that could materially adversely affect our financial results following such an expansion. We also face significant business risks related to the difficulty in assimilating new operations
and the diversion of managements attention from other business. Additionally, if we fail to align employee skills and populations with revenue and market requirements, it may have a material adverse impact on our business and operating
results. Moreover, these newly established operations may not contribute significantly to our sales or earnings.



Foreign exchange fluctuations could decrease our revenues or cause us to lose money, especially since we do not hedge against currency fluctuations.



To date, the majority of our customers have paid for
our products and services in United States dollars. For fiscal years 2004, 2003 and 2002, costs denominated in foreign currencies were nominal and we had minimal foreign currency losses during those periods. However, we believe that in the future an
increasing portion of our costs will be denominated in foreign currencies as we increase operations in Europe and open offices in other countries. We currently do not engage in foreign exchange hedging activities and, although we have not yet
experienced any material losses due to foreign currency fluctuation, a small portion of our international revenues are currently subject to the risks of foreign currency fluctuations, and these risks will increase as our international revenues
increase.



Our recent and any potential acquisitions could require
significant management attention and prove difficult to integrate with our business, which could distract our management, disrupt our business, dilute stockholder value and adversely affect our operating results.



As part of our strategy, we intend to continue to make investments in
complementary companies, products or technologies. We recently acquired SoftVision SRLs workforce (through a transfer in June 2004), Search Software America (in March 2004), Synchrologic, Inc. (in December 2003) and Spontaneous Technology,
Inc. (in September 2003). We may not realize future benefits from any of these acquisitions, or from any acquisition we may make in the future. If we fail to integrate successfully our past and future acquisitions, or the technologies associated
with such acquisitions, into our company, the revenue and operating results of the combined company could be adversely affected. Any integration process will require significant time and resources, and we may not be able to manage the process
successfully. If our customers are uncertain about our ability to operate on a combined basis, they could



46



---

##### Table of Contents

delay or cancel orders for our products. We may not successfully evaluate or utilize the acquired technology and
accurately forecast the financial impact of an acquisition transaction, including accounting charges.



Acquisitions involve a number of additional difficulties and risks to our business, including, but not limited to, the following:



| |  | Failure to integrate management information systems, personnel, research and development and marketing, sales and support operations;
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| |  | potential loss of key employees from Intellisync or the acquired company;
| | - | -------------------------------------------------------------------------



| |  | disruption of our ongoing business;
| | - | -----------------------------------



| |  | potential loss of the acquired companys customers;
| | - | ---------------------------------------------------



| |  | Failure to develop further the acquired companys technology successfully, resulting in the potential impairment of amounts capitalized as intangible assets;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | unanticipated costs and liabilities;
| | - | ------------------------------------



| |  | amortization expenses related to intangible assets (other than goodwill); and
| | - | -----------------------------------------------------------------------------



| |  | impairment charges under SFAS No. 142, Goodwill and Other Intangible Assets and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



Further, we have issued common
stock and paid cash for recent acquisitions and may have to pay cash, incur debt or issue equity securities to pay for any future acquisition, each of which could affect our financial condition or the market price of our common stock. The sale of
additional equity or debt to finance such future acquisitions could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would
impede our ability to manage our operations.



Goodwill and other
intangibles resulting from our acquisitions could become impaired.



As of October 31, 2004, our goodwill, developed and core technology and other intangibles amounted to $93,383,000, net of accumulated amortization. We ceased to amortize our existing goodwill upon our adoption of SFAS
No. 142 in the beginning of fiscal 2003. We will amortize approximately $6,320,000 for the nine months ended July 31, 2005, and $7,809,000, $6,850,000, $3,419,000, $1,416,000 and $2,259,000 for fiscal 2005, 2006, 2007, 2008 and thereafter,
respectively, of developed and core technology and other intangibles. We expect, however, that amortization expense may increase significantly as a result of any future acquisitions. To the extent we do not generate sufficient cash flows to recover
the net amount of any investment in goodwill and other intangibles recorded, the investment could be considered impaired and subject to write-off. We expect to record further goodwill and other intangible assets as a result of any future
acquisitions we may complete. Future amortization of such other intangible assets or impairments, if any, of goodwill would adversely affect our results of operations in any given period.



Future sales of our common stock, including the shares underlying the convertible senior notes we recently issued, may depress our
stock price.



If our current stockholders sell
substantial amounts of common stock in the public market, the market price of our common stock could fall. In addition, these sales of common stock could adversely affect the trading price of our recently issued convertible senior notes and impede
our ability to raise funds in the future at an advantageous price,



47



---

##### Table of Contents

or at all, through another sales of securities. We have recently issued shares of our common stock in connection with our
acquisitions of Synchrologic and Spontaneous Technology.



As of
October 31, 2004, we had approximately 66,197,675 shares of common stock outstanding. The total number of outstanding shares includes a total of approximately 1,435,890 shares of common stock issued in connection with our acquisitions that are
subject to certain contractual restrictions. These restrictions expire, and the shares will become freely tradable, as follows:



| |  | up to 1,211,000 shares that may be released from escrow on December 31, 2004, issued in connection with our acquisition of Synchrologic; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



| |  | up to 224,417 shares that may be released from escrow on or before March 31, 2005, issued in connection with our acquisition of Spontaneous Technology.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------



Assuming that the maximum number of shares and options are issued and
registered by us in connection with all of our recent acquisitions and assuming that all shares subject to vested options to purchase common stock under our stock plans are issued, additional shares of our common stock could become issued or
issuable and freely tradeable in the public market through approximately October 31, 2005, as follows:



| |  | approximately 340,000 shares of our common stock that may be issued in February and August 2005 under our employee stock purchase plan; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



| |  | 4,779,804 shares issuable upon exercise of outstanding options that will be vested by July 31, 2005.
| | - | ----------------------------------------------------------------------------------------------------



In addition, conversion of some or all of the $60,000,000 aggregate principal amount of convertible subordinated notes that
we issued in March 2004 will dilute the ownership interests of investors. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices for our common stock.



We may incur significant stock-based compensation charges related to certain stock
options and restricted stock in future periods.



Based
on accounting standards involving stock compensation, we have incurred and will continue to incur non-cash accounting charges related to stock options, including those associated with our cancellation/regrant programs. Those standards require us to
remeasure compensation costs for such options each reporting period based on changes in the market value of the underlying common stock. Depending upon movements in the market value of our common stock, the variable accounting treatment of those
stock options may result in significant additional non-cash compensation costs in future periods.



In addition, the FASB recently issued a proposed statement, Share-Based Payment, an amendment of FASB Statements Nos. 123 and 95, that
addresses the accounting treatment for employee stock options and other share-based payment transactions. The proposed statement would eliminate the ability to account for share-based compensation transactions using Accounting Principles Board (APB)
Opinion No. 25, Accounting for Stock Issued to Employees, and generally would require that such transactions be accounted for using a fair-value-based method and recognized as expenses. If passed, the proposed statement and the
change in accounting treatment could result in our reporting increased operating expenses, which would decrease any reported net income or increase any reported net loss, and could adversely affect the market price of our common stock.



Our stock price has historically been and may continue to be volatile, which may
cause you to lose money and could lead to costly litigation against us that could divert our resources.



Stock markets have recently experienced dramatic price and volume fluctuations, particularly for shares of technology companies. These fluctuations can be
unrelated to the operating performance of these companies. Broad market fluctuations may reduce the market price of our common stock and cause you to lose some or all of your



48



---

##### Table of Contents

investment. These fluctuations may be exaggerated if the trading volume of our common stock is low. In addition, due to
the technology-intensive nature and growth rate of our business and the mobile computing synchronization market, the market price of our common stock has in the past and may in the future rise and fall in response to:



| |  | quarterly variations in operating results;
| | - | ------------------------------------------



| |  | seasonal fluctuations on product sales;
| | - | ---------------------------------------



| |  | announcements of technological innovations;
| | - | -------------------------------------------



| |  | announcements of new software or services by us or our competitors;
| | - | -------------------------------------------------------------------



| |  | acquisitions or strategic alliances by us or by our competitors;
| | - | ----------------------------------------------------------------



| |  | commencement or outcome of litigation involving us;
| | - | ---------------------------------------------------



| |  | changes in financial estimates by securities analysts; and
| | - | ----------------------------------------------------------



| |  | other events beyond our control, including general market conditions.
| | - | ---------------------------------------------------------------------



Furthermore, our operating results and prospects from time to time may be below the expectations of public market analysts or investors. Any negative
change in the publics perception of companies in the wireless communications market could depress our stock price regardless of our operating results. Recently, companies experiencing high volatility or significant drops in their stock prices
have faced securities class action lawsuits when the market price of a stock has been volatile. Holders of that stock have often instituted securities class action litigation against the company that issued the stock when such stock declines. If any
of our stockholders brought such a lawsuit against us, we could incur substantial costs defending the lawsuit. The lawsuit could also divert the time and attention of our management. Further, any settlement of such a lawsuit could adversely affect
us.



We depend on key employees in a competitive market for skilled
personnel.



The success of our business will continue
to depend upon certain key technical and senior management personnel, including our president and chief executive officer, Woodson Hobbs; chief operating officer, Clyde Foster; chief marketing officer, Robert Gerber; chief strategy officer, Steven
Goldberg; chief financial officer, J. Keith Kitchen; and chief technology officer, Said Mohammadioun, many of whom would be extremely difficult to replace. Competition for such personnel is intense, and we cannot be certain that we will be able to
retain our existing key managerial, technical, or sales and marketing personnel. The loss of these officers and other or key employees in the future might adversely affect our business and impede the achievement of our business objectives. We
believe our ability to achieve increased revenues and to develop successful new products and product enhancements will depend in part upon our ability to attract and retain highly skilled sales and marketing and qualified product development
personnel. In addition, competition for employees in our industry and geographic location could be intense. We may not be able to continue to attract and retain skilled and experienced personnel on acceptable terms. Our ability to hire and retain
such personnel will depend in part upon our ability to raise capital or achieve increased revenue levels to fund the costs associated with such personnel. Failure to attract and retain key personnel will adversely affect our business.



We may have to spend substantial funds on sales and marketing in the future.



To increase awareness for our new and existing
products, technology and services, we may have to spend significantly more on sales and marketing in the future. We also plan to continue to leverage our relationships with industry leaders and to expand and diversify our sales and marketing
initiatives to increase our sales to mobile carriers and enterprises. If our marketing strategy is unsuccessful, we may not be able to recover these expenses or even generate any revenues. We will be required to develop a marketing and sales
campaign that will effectively



49



---

##### Table of Contents

demonstrate the advantages of our products, technology and services. We may also elect to enter into agreements or
relationships with third parties regarding the promotion or marketing of our products, technology and services. We cannot be certain that we will be able to establish adequate sales and marketing capabilities, that we will be able to enter into
marketing agreements or relationships with third parties on financially acceptable terms, or that any third parties with whom we enter into such arrangements will be successful in marketing and promoting the products, technology and services offered
by us.



We are exposed to the risk of product returns from retailers,
which are estimated and recorded by us as a reduction in sales.



Although we attempt to monitor and manage the volume of our sales to retailers, overstocking by retailers or changes in their inventory level policies or practices may require us to accept returns above historical
levels. In addition, the risk of product returns may increase if the demand for new products we introduce is lower than what we anticipate at the time of introduction. Although we believe that we provide an adequate allowance for sales returns,
actual sales returns could exceed our estimated recorded allowance. Any product returns in excess of recorded allowances could result in a material adverse effect on net revenues and operating results. As we introduce more products, timing of sales
to end users and returns to us of unsold products by distributors and resellers become more difficult to predict and could result in material fluctuations in quarterly operating results.



Our products may contain errors that could subject us to product-related claims.



Our products may contain undetected errors or failures, which can result in
loss of or delay in market acceptance and could adversely impact future operating results. Our insurance may not cover us for certain claims related to product failures. Although our license agreements contain provisions limiting our liability in
the case of damages resulting from use of the software, in the event of such damages, we may be found liable, and in such event, such damages could materially affect our business, operating results and financial condition.



We may need to raise additional capital in the future resulting in dilution to our
stockholders.



We may need to raise additional funds
for our business operations and to execute our business strategy. We may seek to sell additional equity or debt securities or to obtain an additional credit facility. The sale of additional equity or convertible debt securities could result in
additional dilution to our stockholders. If additional funds are raised through the issuance of debt securities, these securities could have rights that are senior to holders of common stock and could contain covenants that would restrict our
operations. Any additional financing may not be available in amounts or on terms acceptable to us, if at all.



We may not have sufficient cash flow to make payments on any debt we may incur.



Our ability to pay principal and interest on our existing and any future indebtedness and to fund our planned capital expenditures depends on our future
operating performance. Our future operating performance is subject to a number of risks and uncertainties that are often beyond our control, including general economic conditions and financial, competitive and regulatory factors. Consequently, we
cannot assure you that we will have sufficient cash flow to meet our liquidity needs, including making payments on existing and any future indebtedness.



The fundamental change redemption rights in our outstanding convertible senior notes could discourage a potential acquirer.



If we engage in any transaction or event in connection with which all or
substantially all of our common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive, consideration which is not all or substantially all common stock listed on a United States national securities exchange
or approved for quotation on the Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices, or, if for any reason, our common stock is no longer listed for trading on a United States
national securities exchange nor approved for trading on the Nasdaq National Market (a fundamental change), we may be required to redeem all or part of the notes and this could discourage a potential acquirer. However, this redemption
feature is not the result of managements knowledge of any specific effort to obtain control of us by means of a merger, tender offer or solicitation, or part of a plan by management to adopt a series of anti-takeover provisions. The term
fundamental change is limited to specified transactions and may not include other events that might adversely affect our financial condition or business operations. Our obligation to offer to redeem the notes upon a fundamental change
would not necessarily afford you protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us.



We may not have the ability to raise the funds necessary to finance the fundamental change redemption option associated with our outstanding convertible senior
notes.



If we engage in any transaction or event in
connection with which all or substantially all of our common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive consideration which is not all or substantially all common stock listed on a United States
national securities exchange or approved for quotation on the Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices, or, if for any reason, our common stock is no longer listed for
trading on a United States national securities exchange nor approved for trading on the Nasdaq National Market, we may be required to redeem all or part of the notes. We may not have enough funds to pay the redemption price for all tendered notes.
In addition, any credit agreement or other agreements relating to our indebtedness may contain provisions prohibiting redemption of



50



---

##### Table of Contents

the notes under certain circumstances, or expressly prohibit our redemption of the notes upon a designated event or may
provide that a designated event constitutes an event of default under that agreement. Our failure to redeem tendered notes would constitute an event of default under the indenture, which might also constitute a default under the terms of our other
indebtedness.



Our certificate of incorporation, our bylaws, Delaware law
and our stockholder rights plan contain provisions that could discourage a takeover.



Provisions of our certificate of incorporation, our bylaws, Delaware law and our stockholder rights plan contain provisions that may discourage, delay or prevent a merger or acquisition or other change of control that
a stockholder may consider favorable.



51



---

##### Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk



We are exposed to a variety of risks, including changes in interest rates and foreign currency fluctuations, which could impact our results of operations
and financial condition.



Interest Rate Risk



At October 31, 2004, we had an investment portfolio of mostly fixed income
securities, including those classified as cash equivalents and securities available-for-sale, of $46,182,000. These securities, like all fixed income instruments, are subject to interest rate risk and will fall in value if market interest rates
increase. If market interest rates were to increase immediately and uniformly by 10% from levels as of October 31, 2004, the decline of the fair value of the portfolio would be immaterial. We attempt to mitigate risk by holding our fixed income
investments until maturity to avoid recognizing an adverse impact in income or cash flows in the event of an increase in market interest rates, but an increase in our liquidity needs may require us to sell fixed-rate securities prior to maturity.



The table below presents the carrying value (which
approximates fair value) and related weighted average coupon interest rates for our investment portfolio at October 31, 2004 (in thousands, except interest rates).



|                                                                                           |  |                |        |                             |     |  
|------------------------------------------------------------------------------------------ |  | -------------- | ------ | --------------------------- | --- | -
|                                                                                           |  | CarryingAmount |        | Average CouponInterest Rate |    
|Cash equivalents                                                                           |  | $              | 5,978  |                             | 1.7 | %
|Securities with maturity:                                                                  |  |                |        |                             |     |  
|Due within one year or less                                                                |  |                | 10,951 |                             | 2.4 | %
|Due after one year through two years                                                       |  |                | 3,066  |                             | 3.2 | %
|Annuities, auction rate preferred stock, auction rate receipts and other, with no maturity |  |                | 26,187 |                             | 2.0 | %
|                                                                                           |  |                |        |                             |     |  
|Total portfolio                                                                            |  | $              | 46,182 |                             | 2.2 | %
|                                                                                           |  |                |        |                             |     |  



Debt and Interest
Expense.We incurred $60,000,000 of principal indebtedness from the issuance of convertible senior notes in March 2004. The fair market value of these 3% convertible senior notes is sensitive to changes in interest rates and to the prices of our
common stock into which it can be converted as well as our financial stability. In order to manage interest costs and risk, we entered into an interest rate swap agreement during fiscal 2004 with a financial institution on a total notional amount of
$50,000,000 and $10,000,000, whereby we receive fixed-rate interest of 3% in exchange for variable interest payments. The interest rate swaps expire upon the maturity of our $60,000,000, 3% convertible senior notes in March 2009, and effectively
converts those fixed-rate notes into variable-rate borrowings. The interest rate is reset semi-annually and is equal to the 6-month LIBOR rate less a rate spread. The total variable interest rate was approximately 1.7% at October 31, 2004, resulting
in interest expense savings relative to fixed rates of approximately $228,000 for the first quarter of fiscal 2005. Under the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended,
this arrangement has been designated and qualifies as an effective fair value hedge of interest rate risk related to the $60,000,000 convertible senior notes. As the terms of the swaps match those of the underlying hedged debt, the changes in the
fair value of these swaps are offset by corresponding changes in the carrying value of the hedged debt, and therefore does not impact our net earnings. As of October 31, 2004, the fair value of the interest rate swaps was approximately $604,000 with
an equal adjustment recorded to the carrying value of the $60,000,000 convertible senior notes. Assuming a one percentage point increase in the prevailing LIBOR rate, holding other terms of the swap constant, the fair value of the interest rate swap
and the underlying senior notes would change by approximately $2,422,000.



Foreign Currency Risk



To date, the effect of
foreign exchange rate fluctuations on our financial statements has been immaterial. However, with our acquisitions of Synchrologic and Identity Systems in fiscal 2004, more of our product and services revenue has been derived from international
markets and denominated in the currency of the applicable market. As we increasingly pursue business opportunities in foreign countries, our foreign revenues and operating results may become subject to significant currency fluctuations based upon
changes in exchange rates of certain currencies in relation to the United States dollar.



52



---

##### Table of Contents

We are also exposed to foreign currency exchange rate fluctuations as the financial statements of foreign
subsidiaries are translated into United States dollar in consolidation. As exchange rates vary, these results, when translated, may vary from expectations and adversely impact overall expected profitability. Assets and liabilities of our
subsidiaries are translated into U.S. dollars at exchange rates in effect as of the applicable balance sheet date and any resulting translation adjustments are included as an adjustment to stockholders equity. Revenues and expenses generated
from these subsidiaries are translated at average monthly exchange rates during the quarter the transactions occur. Gains and losses from these currency transactions are included in net earnings. Recently, we have increasingly generated a portion of
our revenues and incurred a portion of our expenses in euros, British pounds, the Japanese yen and Australian dollars.



We currently do not have any hedging or similar foreign currency contracts to mitigate our exposure to the risk of changes in foreign currency rates.
Although we may begin to hedge in the future, we cannot be sure that any hedging techniques we may implement will be successful or that our business, results of operations, financial condition or cash flows will not be adversely affected by exchange
rate fluctuations.



We may continue to expand internationally
in the future and become increasingly subject to other risks of doing business internationally including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, and other regulations and
restrictions. We will also be exposed to increased risk of non-payment by our customers in foreign countries, especially those of highly inflationary economies. Accordingly, our future results could be materially adversely impacted by changes in
these and other factors. Furthermore, to the extent that we engage in international sales denominated in United States dollars, an increase in the value of the United States dollar relative to foreign currencies could make our products and services
less competitive in international markets.



Item 4. Controls And Procedures



Evaluation of
disclosure controls and procedures



Based on our
managements evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have
concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the Exchange Act)) are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



Changes in internal control over financial reporting



There was no change in our internal control over financial reporting during
our first quarter of fiscal 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



53



---

##### Table of Contents

INTELLISYNC CORPORATION



PART II - OTHER INFORMATION



Item 1. Legal proceedings



In
August 2004, a patent-infringement claim was filed against us by NCR Corporation in the U.S. District Court for the Southern District of Ohio. In the complaint, NCR alleged certain of our products infringe three of its patents which cover technology
for synchronizing databases between personal digital assistants and host computers. Based on a lengthy review, we believe that NCRs claims against it are without merit and we do not infringe on any of the asserted NCR patents. We do not
believe that the outcome of this patent infringement claim, even if adverse to us, would have a material adverse effect on our results of operations and financial condition. Separately, on September 9, 2004, we filed a complaint in the U.S. District
Court for the Northern District of California against NCR requesting, among other things, that a declaratory judgment be entered finding that we do not infringe an NCR patent (6,473,765) that was asserted against one of our licensees, Garmin Ltd. We
have certain indemnification obligations to Garmin for claims related to intellectual property infringement. In response, NCR amended its suit against Garmin to withdraw its allegation of infringement of the 765 patent and stated that we have
no liability to NCR for infringement of the 765 patent. NCR then moved to dismiss the California case on the basis that, because we could not be sued for infringement, the Court lacked jurisdiction to adjudicate our declaratory judgment
action. The motion was granted and the California case was dismissed on November 22, 2004. We are appealing this decision.



Refer to the discussion set forth in Item 2 above under the caption Factors That May Affect Future Operating Results  We may be unable to
adequately protect our proprietary rights;  We may be subject to intellectual property infringement claims, which are costly to defend and could limit our ability to use certain technologies in the future and  We
have been, are, and may be in the future be involved in litigation that could result in significant costs to us.



Item 2. Changes in securities and use of proceeds  Not Applicable.



Item 3. Defaults upon senior securities  Not Applicable.



Item 4. Submission of matters to a vote of security holders  Not Applicable.



Item 5. Other information  Not Applicable.



Item 6. Exhibits and reports on Form 8-K



| | (a) | Exhibits
| | --- | --------



| | 31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- | ------------------------------------------------------------------------------------------------------



| | 31.2 | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- | ------------------------------------------------------------------------------------------------------



| | 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------



54



---

##### Table of Contents

| | (b) | Reports on Form 8-K
| | --- | -------------------



We filed or furnished the following reports on Form 8-K during our first fiscal quarter ended October 31, 2004:



Report on Form 8-K dated August 13, 2004 reporting that we had learnt that
a complaint alleging patent infringement had been filed in the US District Court for the Southern District of Ohio Western Division (Dayton) by NCR Corporation.



Report on Form 8-K dated August 26, 2004 reporting our financial results for the fiscal quarter ended July 31, 2004. **

---

|** | This furnished Form 8-K is not to be deemed filed or incorporated by reference into any filing.
|-- | -----------------------------------------------------------------------------------------------



55



---

##### Table of Contents

SIGNATURE



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



|                       |  |                         |  |                                             
|---------------------- |  | ----------------------- |  | --------------------------------------------
|                       |  | INTELLISYNC CORPORATION
|Date: December 9, 2004 |  | (Registrant)           
|                       |  |                        
|                       |  | By:                     |  | /s/ J. KEITH KITCHEN                        
|                       |  |                         |  | J. Keith Kitchen                            
|                       |  |                         |  | Chief Financial Officer                     
|                       |  |                         |  | (Principal Financial and Accounting Officer)



56



---

##### Table of Contents

EXHIBIT INDEX



|            |  |                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |                                                                                                                                                     
|31.1        |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                              
|            | 
|31.2        |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                              
|            | 
|32.1        |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|            | 
|32.2        |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



57