##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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



For the quarterly period ended February 29, 2004



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



For the transition period from
 to



00030221

(Commission File number)



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SABA SOFTWARE, INC.

(Exact Name of Registrant as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3267638                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|2400 Bridge Parkway, Redwood Shores, CA                        |  | 94065-1166                          
|(Address of principal executive offices)                       |  | (Zip Code)                          



(650) 696-3840

(Registrants telephone number, including area code)



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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 Company 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 ̈No  x



On March 31, 2004, 13,502,834 shares of the registrants Common Stock, $.001 par value, were outstanding.



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##### Table of Contents

SABA SOFTWARE, INC.

FORM 10-Q



QUARTER ENDED FEBRUARY 29, 2004

INDEX



|           |  |                                                                                                                             |  |     
|---------- |  | --------------------------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                                             |  | Page
|Part I.    |  | FINANCIAL INFORMATION                                                                                                       |  |     
|Item 1.    |  | Financial Statements (Unaudited)                                                                                            |  |     
|           |  | Condensed Consolidated Balance Sheets as of February 29, 2004 and May 31, 2003                                              |  | 1   
|           |  | Condensed Consolidated Statements of Operations for the three and nine months ended February 29, 2004 and February 28, 2003 |  | 2   
|           |  | Condensed Consolidated Statements of Cash Flows for the nine months ended February 29, 2004 and February 28, 2003           |  | 3   
|           |  | Notes to Condensed Consolidated Financial Statements                                                                        |  | 4   
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                       |  | 8   
|Item 3.    |  | Qualitative and Quantitative Disclosures About Market Risk                                                                  |  | 24  
|Item 4.    |  | Controls and Procedures                                                                                                     |  | 25  
|           |  |                                                                                                                            
|Part II.   |  | OTHER INFORMATION                                                                                                           |  |     
|Item 1.    |  | Legal Proceedings                                                                                                           |  | 25  
|Item 2.    |  | Changes in Securities and Use Of Proceeds                                                                                   |  | 26  
|Item 3.    |  | Defaults Upon Senior Securities                                                                                             |  | 26  
|Item 4.    |  | Submission of Matters to a Vote of Securities Holders                                                                       |  | 26  
|Item 5.    |  | Other Information                                                                                                           |  | 26  
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                                            |  | 26  
|           | 
|SIGNATURES |  | 27                                                                                                                         



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##### Table of Contents

PART 1: FINANCIAL INFORMATION



Item 1. Financial Statements



SABA SOFTWARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)



|                                                                                                                                                                               |  |                   |          |   |              |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | -------- | - | ------------ | - | -------- | -
|                                                                                                                                                                               |  | FEBRUARY 29, 2004 |          |   | MAY 31, 2003 |  
|ASSETS                                                                                                                                                                         |  |                   |          |   |              |   |          |  
|Current assets:                                                                                                                                                                |  |                   |          |   |              |   |          |  
|Cash and cash equivalents                                                                                                                                                      |  | $                 | 16,237   |   |              | $ | 17,566   |  
|Short-term investments                                                                                                                                                         |  |                   | 152      |   |              |   | 3,631    |  
|Accounts receivable, net                                                                                                                                                       |  |                   | 9,806    |   |              |   | 9,315    |  
|Prepaid expenses and other current assets                                                                                                                                      |  |                   | 1,050    |   |              |   | 1,218    |  
|                                                                                                                                                                               |  |                   |          |   |              |   |          |  
|Total current assets                                                                                                                                                           |  |                   | 27,245   |   |              |   | 31,730   |  
|Property and equipment, net                                                                                                                                                    |  |                   | 1,223    |   |              |   | 2,385    |  
|Goodwill, net                                                                                                                                                                  |  |                   | 5,288    |   |              |   | 5,288    |  
|Purchased intangible assets, net                                                                                                                                               |  |                   | 127      |   |              |   | 542      |  
|Other assets                                                                                                                                                                   |  |                   | 958      |   |              |   | 891      |  
|                                                                                                                                                                               |  |                   |          |   |              |   |          |  
|Total assets                                                                                                                                                                   |  | $                 | 34,841   |   |              | $ | 40,836   |  
|                                                                                                                                                                               |  |                   |          |   |              |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                           |  |                   |          |   |              |   |          |  
|Current liabilities:                                                                                                                                                           |  |                   |          |   |              |   |          |  
|Accounts payable                                                                                                                                                               |  | $                 | 1,308    |   |              | $ | 1,713    |  
|Accrued expenses                                                                                                                                                               |  |                   | 5,908    |   |              |   | 6,527    |  
|Deferred revenue                                                                                                                                                               |  |                   | 11,139   |   |              |   | 9,497    |  
|Short-term debt                                                                                                                                                                |  |                   | 3,700    |   |              |   |         |  
|Current portion of debt and lease obligations                                                                                                                                  |  |                   | 726      |   |              |   | 675      |  
|                                                                                                                                                                               |  |                   |          |   |              |   |          |  
|Total current liabilities                                                                                                                                                      |  |                   | 22,781   |   |              |   | 18,412   |  
|Deferred revenue                                                                                                                                                               |  |                   |         |   |              |   | 31       |  
|Accrued rent                                                                                                                                                                   |  |                   | 2,564    |   |              |   | 2,691    |  
|Debt and lease obligations, less current portion                                                                                                                               |  |                   | 804      |   |              |   | 1,242    |  
|                                                                                                                                                                               |  |                   |          |   |              |   |          |  
|Total liabilities                                                                                                                                                              |  |                   | 26,149   |   |              |   | 22,376   |  
|                                                                                                                                                                               |  |                  
|Stockholders equity:                                                                                                                                                          |  |                   |          |   |              |   |          |  
|Preferred stock, issuable in series: $0.001 par value; 5,000,000 authorized shares at February 29, 2004; none issued or
outstanding                                            |  |                   |         |   |              |   |         |  
|Common stock: $0.001 par value; 200,000,000 authorized shares at February 29, 2004; 13,494,849 shares issued at February 29, 2004 and
13,328,680 shares issued at May 31, 2003 |  |                   | 54       |   |              |   | 53       |  
|Additional paid-in capital                                                                                                                                                     |  |                   | 191,908  |   |              |   | 191,241  |  
|Deferred stock compensation                                                                                                                                                    |  |                   |         |   |              |   | (45      | )
|Treasury stock: 102,996 shares held at February 29, 2004 and at May 31, 2003, at cost                                                                                          |  |                   | (232     | ) |              |   | (232     | )
|Accumulated deficit                                                                                                                                                            |  |                   | (182,820 | ) |              |   | (172,329 | )
|Accumulated other comprehensive loss                                                                                                                                           |  |                   | (218     | ) |              |   | (228     | )
|                                                                                                                                                                               |  |                   |          |   |              |   |          |  
|Total stockholders equity                                                                                                                                                     |  |                   | 8,692    |   |              |   | 18,460   |  
|                                                                                                                                                                               |  |                   |          |   |              |   |          |  
|Total liabilities and stockholders equity                                                                                                                                     |  | $                 | 34,841   |   |              | $ | 40,836   |  
|                                                                                                                                                                               |  |                   |          |   |              |   |          |  



See Accompanying
Notes to Condensed Consolidated Financial Statements.



1



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##### Table of Contents

SABA SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|------------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | ----------------- |  | - | ----------------- | - |  | - | ------- | -
|                                                                                            |  | THREE MONTHS ENDED |        |   | NINE MONTHS ENDED |  
|                                                                                            |  | FEBRUARY 29, 2004  |        |   | FEBRUARY 28, 2003 |   |        | FEBRUARY 29, 2004 |  |   | FEBRUARY 28, 2003 |  
|Revenues:                                                                                   |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|License                                                                                     |  | $                  | 2,320  |   |                   | $ | 3,150  |                   |  | $ | 6,316             |   |  | $ | 13,039  |  
|Services                                                                                    |  |                    | 5,515  |   |                   |   | 6,478  |                   |  |   | 17,940            |   |  |   | 20,752  |  
|                                                                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Total revenues                                                                              |  |                    | 7,835  |   |                   |   | 9,628  |                   |  |   | 24,256            |   |  |   | 33,791  |  
|                                                                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Cost of revenues:                                                                           |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Cost of license                                                                             |  |                    | 27     |   |                   |   | 24     |                   |  |   | 178               |   |  |   | 100     |  
|Cost of services                                                                            |  |                    | 2,845  |   |                   |   | 3,001  |                   |  |   | 9,188             |   |  |   | 9,787   |  
|Amortization of acquired developed technology                                               |  |                    | 96     |   |                   |   | 388    |                   |  |   | 290               |   |  |   | 1,164   |  
|                                                                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Total cost of revenues                                                                      |  |                    | 2,968  |   |                   |   | 3,413  |                   |  |   | 9,656             |   |  |   | 11,051  |  
|                                                                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Gross profit                                                                                |  |                    | 4,867  |   |                   |   | 6,215  |                   |  |   | 14,600            |   |  |   | 22,740  |  
|                                                                                            |  |                    |        |  
|Operating expenses:                                                                         |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Research and development                                                                    |  |                    | 2,310  |   |                   |   | 3,002  |                   |  |   | 7,516             |   |  |   | 9,027   |  
|Sales and marketing                                                                         |  |                    | 3,933  |   |                   |   | 6,032  |                   |  |   | 12,405            |   |  |   | 20,722  |  
|General and administrative                                                                  |  |                    | 872    |   |                   |   | 1,723  |                   |  |   | 3,188             |   |  |   | 4,845   |  
|Amortization (reversal) of deferred stock compensation and other stock compensation charges |  |                    | 4      |   |                   |   | (74    | )                 |  |   | 45                |   |  |   | 1,890   |  
|Amortization of purchased intangible assets                                                 |  |                    | 41     |   |                   |   | 234    |                   |  |   | 125               |   |  |   | 751     |  
|Settlement of litigation                                                                    |  |                    |       |   |                   |   |       |                   |  |   | 1,701             |   |  |   |        |  
|                                                                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Total operating expenses                                                                    |  |                    | 7,160  |   |                   |   | 10,917 |                   |  |   | 24,980            |   |  |   | 37,235  |  
|                                                                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Loss from operations                                                                        |  |                    | (2,293 | ) |                   |   | (4,702 | )                 |  |   | (10,380           | ) |  |   | (14,495 | )
|Interest income and other, net                                                              |  |                    | 47     |   |                   |   | 45     |                   |  |   | 16                |   |  |   | 167     |  
|                                                                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Loss before provision for income taxes                                                      |  |                    | (2,246 | ) |                   |   | (4,657 | )                 |  |   | (10,364           | ) |  |   | (14,328 | )
|Provision for income taxes                                                                  |  |                    | (45    | ) |                   |   | (90    | )                 |  |   | (127              | ) |  |   | (243    | )
|                                                                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Net loss                                                                                    |  | $                  | (2,291 | ) |                   | $ | (4,747 | )                 |  | $ | (10,491           | ) |  | $ | (14,571 | )
|                                                                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Basic and diluted net loss per share                                                        |  | $                  | (0.17  | ) |                   | $ | (0.36  | )                 |  | $ | (0.78             | ) |  | $ | (1.16   | )
|                                                                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Shares used in computing basic and diluted net loss per share                               |  |                    | 13,473 |   |                   |   | 13,183 |                   |  |   | 13,384            |   |  |   | 12,611  |  
|                                                                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  



See Accompanying
Notes to Condensed Consolidated Financial Statements.



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SABA SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                                 |  |                   |         |   |                   |   |         |  
|------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                 |  | NINE MONTHS ENDED |        
|                                                                                                 |  | FEBRUARY 29, 2004 |         |   | FEBRUARY 28, 2003 |  
|Operating activities:                                                                            |  |                   |         |   |                   |   |         |  
|Net loss                                                                                         |  | $                 | (10,491 | ) |                   | $ | (14,571 | )
|Adjustments to reconcile net loss to net cash used in operating activities:                      |  |                   |         |   |                   |   |         |  
|Depreciation and amortization                                                                    |  |                   | 1,346   |   |                   |   | 2,173   |  
|Amortization of purchased intangible assets                                                      |  |                   | 125     |   |                   |   | 751     |  
|Amortization of acquired developed technology                                                    |  |                   | 290     |   |                   |   | 1,164   |  
|Amortization of deferred stock compensation                                                      |  |                   | 45      |   |                   |   | 895     |  
|Other stock compensation charges                                                                 |  |                   |        |   |                   |   | 83      |  
|Compensation expense resulting from acceleration of vesting of common stock                      |  |                   |        |   |                   |   | 741     |  
|Acceleration of deferred stock compensation for options cancelled in the option exchange program |  |                   |        |   |                   |   | 171     |  
|Changes in operating assets and liabilities:                                                     |  |                   |         |   |                   |   |         |  
|Accounts receivable                                                                              |  |                   | (476    | ) |                   |   | 4,406   |  
|Prepaid expenses and other current assets                                                        |  |                   | 168     |   |                   |   | (318    | )
|Other assets                                                                                     |  |                   | (11     | ) |                   |   | (54     | )
|Accounts payable                                                                                 |  |                   | (405    | ) |                   |   | (193    | )
|Accrued expenses                                                                                 |  |                   | 1       |   |                   |   | (759    | )
|Accrued rent                                                                                     |  |                   | (126    | ) |                   |   | (34     | )
|Deferred revenue                                                                                 |  |                   | 1,611   |   |                   |   | (968    | )
|Other liabilities                                                                                |  |                   | (61     | ) |                   |   | (37     | )
|                                                                                                 |  |                   |         |   |                   |   |         |  
|Net cash used in operating activities                                                            |  |                   | (7,984  | ) |                   |   | (6,550  | )
|                                                                                                 |  |                  
|Investing activities:                                                                            |  |                   |         |   |                   |   |         |  
|Purchases of short-term investments                                                              |  |                   |        |   |                   |   | (13,214 | )
|Proceeds from redemptions and maturities of short-term investments                               |  |                   | 3,474   |   |                   |   | 17,174  |  
|Purchases of property and equipment                                                              |  |                   | (184    | ) |                   |   | (361    | )
|                                                                                                 |  |                   |         |   |                   |   |         |  
|Net cash provided by investing activities                                                        |  |                   | 3,290   |   |                   |   | 3,599   |  
|                                                                                                 |  |                  
|Financing activities:                                                                            |  |                   |         |   |                   |   |         |  
|Proceeds from issuance of common stock under stock plans                                         |  |                   | 92      |   |                   |   | 297     |  
|Proceeds from issuance of common stock in private placement, net of issuance costs               |  |                   |        |   |                   |   | 9,228   |  
|Repurchase of common stock                                                                       |  |                   |        |   |                   |   | (24     | )
|Borrowings under credit facility, net of issuance costs                                          |  |                   | 10,523  |   |                   |   | 1,485   |  
|Repayments on borrowings under the credit facility                                               |  |                   | (7,171  | ) |                   |   | (1,048  | )
|Repayments on note payable                                                                       |  |                   | (53     | ) |                   |   | (52     | )
|Principal payments under capital lease obligations                                               |  |                   | (26     | ) |                   |   | (1,093  | )
|Collections on notes receivable from stockholders                                                |  |                   |        |   |                   |   | 155     |  
|                                                                                                 |  |                   |         |   |                   |   |         |  
|Net cash provided by financing activities                                                        |  |                   | 3,365   |   |                   |   | 8,948   |  
|                                                                                                 |  |                  
|(Decrease) increase in cash and cash equivalents                                                 |  |                   | (1,329  | ) |                   |   | 5,997   |  
|Cash and cash equivalents, beginning of period                                                   |  |                   | 17,566  |   |                   |   | 9,523   |  
|                                                                                                 |  |                   |         |   |                   |   |         |  
|Cash and cash equivalents, end of period                                                         |  |                   | 16,237  |   |                   |   | 15,520  |  
|Short-term investments, end of period                                                            |  |                   | 152     |   |                   |   | 8,646   |  
|                                                                                                 |  |                   |         |   |                   |   |         |  
|Total cash, cash equivalents and short-term investments, end of period                           |  | $                 | 16,389  |   |                   | $ | 24,166  |  
|                                                                                                 |  |                   |         |   |                   |   |         |  
|Supplemental disclosure of non-cash transactions:                                                |  |                   |         |   |                   |   |         |  
|Equipment purchased under capital lease obligations                                              |  | $                 |        |   |                   | $ | 103     |  
|                                                                                                 |  |                   |         |   |                   |   |         |  
|Common stock issued for settlement of litigation                                                 |  | $                 | 576     |   |                   | $ |        |  
|                                                                                                 |  |                   |         |   |                   |   |         |  



See Accompanying
Notes to Condensed Consolidated Financial Statements.



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##### Table of Contents

SABA SOFTWARE, INC.



NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



|1. |  | Basis of Presentation
|-- |  | ---------------------



The accompanying unaudited condensed consolidated financial statements include the accounts of Saba Software, Inc. and its subsidiaries (Saba) and, in the
opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary to fairly state Sabas consolidated financial position, results of operations, and cash flows as of and for the dates and periods
presented.



These unaudited condensed consolidated financial
statements should be read in conjunction with Sabas audited consolidated financial statements included in Sabas Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 29, 2003. The results of operations
for the three and nine months ended February 29, 2004 are not necessarily indicative of results for the entire fiscal year ending May 31, 2004 or for any future period.



The condensed consolidated balance sheet at May 31, 2003 has been derived from the audited financial statements at that date
but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.



All share and per share data included in the unaudited condensed consolidated financial statements and the notes thereto has
been retroactively adjusted to reflect a one-for-four reverse split approved by Sabas stockholders in May 2003.



|2. |  | Basic and Diluted Net Loss Per Share
|-- |  | ------------------------------------



Basic and diluted net loss per share information for all periods is presented under the requirements of Statement of Financial Accounting Standards (SFAS)
No. 128, Earnings per Share. Basic earnings per share has been computed using the weighted-average number of shares of common stock outstanding during the period, less shares that may be repurchased, and excludes any dilutive effects of
options and warrants. Potentially dilutive issuances have been excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive. The calculations of basic and diluted net loss per share are as follows:



|                                                                                               |  |                                          |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|---------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ------ | - | ----------------- | - | ------ | ----------------- |  | - | ----------------- | - |  | - | ------- | -
|                                                                                               |  | Three months ended                       |        |   | Nine months ended |  
|                                                                                               |  | February 29, 2004                        |        |   | February 28, 2003 |   |        | February 29, 2004 |  |   | February 28, 2003 |  
|                                                                                               |  | (in thousands, except per share amounts) |       
|Net loss                                                                                       |  | $                                        | (2,291 | ) |                   | $ | (4,747 | )                 |  | $ | (10,491           | ) |  | $ | (14,571 | )
|                                                                                               |  |                                          |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Weighted-average shares of common stock outstanding                                            |  |                                          | 13,491 |   |                   |   | 13,273 |                   |  |   | 13,414            |   |  |   | 12,739  |  
|Weighted-average shares of common stock subject to repurchase                                  |  |                                          | (18    | ) |                   |   | (90    | )                 |  |   | (30               | ) |  |   | (128    | )
|                                                                                               |  |                                          |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Weighted-average shares of common stock used in computing basic and diluted net loss per share |  |                                          | 13,473 |   |                   |   | 13,183 |                   |  |   | 13,384            |   |  |   | 12,611  |  
|                                                                                               |  |                                          |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Basic and diluted net loss per share                                                           |  | $                                        | (0.17  | ) |                   | $ | (0.36  | )                 |  | $ | (0.78             | ) |  | $ | (1.16   | )
|                                                                                               |  |                                          |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  



|3. |  | Comprehensive Loss
|-- |  | ------------------



Saba reports comprehensive loss in accordance with SFAS No. 130, Reporting Comprehensive Income. The following table sets forth the
calculation of comprehensive loss for all periods presented:



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##### Table of Contents

|                                         |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|---------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | ----------------- |  | - | ----------------- | - |  | - | ------- | -
|                                         |  | Three months ended |        |   | Nine months ended |  
|                                         |  | February 29, 2004  |        |   | February 28, 2003 |   |        | February 29, 2004 |  |   | February 28, 2003 |  
|                                         |  | (in thousands)     |       
|Net loss                                 |  | $                  | (2,291 | ) |                   | $ | (4,747 | )                 |  | $ | (10,491           | ) |  | $ | (14,571 | )
|Foreign currency translation (loss) gain |  |                    | (12    | ) |                   |   | (56    | )                 |  |   | 14                |   |  |   | (110    | )
|Unrealized loss on investments           |  |                    |       |   |                   |   | (3     | )                 |  |   | (4                | ) |  |   | (12     | )
|                                         |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  
|Comprehensive loss                       |  | $                  | (2,303 | ) |                   | $ | (4,806 | )                 |  | $ | (10,479           | ) |  | $ | (14,693 | )
|                                         |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |         |  



|4. |  | Segment Information
|-- |  | -------------------



Saba operates in a single operating segment, providing software and services that increase business performance through human capital development and
management.



Geographic Information



The following tables present revenues and long-lived assets information by
geographic area:



|              |  |                                   |       |                                  |   |                   |  |                   |        |  |   |       
|------------- |  | --------------------------------- | ----- | -------------------------------- | - | ----------------- |  | ----------------- | ------ |  | - | ------
|              |  | Total Revenues Three months ended |       | Total Revenues Nine months ended
|              |  | February 29, 2004                 |       | February 28, 2003                |   | February 29, 2004 |  | February 28, 2003
|              |  | (in thousands)                   
|United States |  | $                                 | 4,624 |                                  | $ | 5,391             |  | $                 | 14,869 |  | $ | 24,616
|International |  |                                   | 3,211 |                                  |   | 4,237             |  |                   | 9,387  |  |   | 9,175 
|              |  |                                   |       |                                  |   |                   |  |                   |        |  |   |       
|Total         |  | $                                 | 7,835 |                                  | $ | 9,628             |  | $                 | 24,256 |  | $ | 33,791
|              |  |                                   |       |                                  |   |                   |  |                   |        |  |   |       



|              |  |                         |       |                    |   |      
|------------- |  | ----------------------- | ----- | ------------------ | - | -----
|              |  | Long-Lived Assets      
|              |  | As of February 29, 2004 |       | As of May 31, 2003
|              |  | (in thousands)         
|United States |  | $                       | 6,452 |                    | $ | 7,970
|International |  |                         | 186   |                    |   | 245  
|              |  |                         |       |                    |   |      
|Total         |  | $                       | 6,638 |                    | $ | 8,215
|              |  |                         |       |                    |   |      



Major Customers



For the three and nine months ended February 29, 2004, no customer accounted
for greater than 10% of revenues. For the three and nine months ended February 28, 2003, one customer accounted for greater than 10% of revenues.



|5. |  | Credit Facility
|-- |  | ---------------



In February 2004, Saba amended the financial covenant of its existing credit facility to require unrestricted cash and cash equivalents, net of
borrowings, of $10.0 million at each fiscal quarter end and $9.0 million on any date that is not a fiscal quarter end. The line of credit portion of the credit facility allows Saba to borrow $3.0 million plus an additional amount up to $3.0 million
that is based on a formula using eligible accounts receivable, which is subject to Sabas compliance with the financial covenant for unrestricted cash and cash equivalents. At February 29, 2004, Saba had a total of $4.5 million available under
the line of credit. In February 2004, Saba borrowed $3.7 million against the line of credit, which was repaid in March 2004. Saba also borrowed $44,000 in the form of an equipment term loan at an interest rate of 5.8%, which must be repaid in 36
monthly installments of principal plus interest. Borrowings under the credit facility are secured by substantially all of Sabas tangible assets.



In order to borrow against the credit facility, Saba must satisfy certain covenants including the financial covenant related to unrestricted cash and cash
equivalents. As of February 29, 2004, Saba was in compliance with all such covenants.



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|6. |  | Restructuring
|-- |  | -------------



During the three months ended November 30, 2003, Saba recorded a net restructuring charge of $39,000. The charge was comprised of $80,000 for an excess
facility that arose after default by a subtenant, which was partially offset by a $41,000 decrease to a workforce reduction accrual made in a prior period that resulted from severance payments that were less than previous estimates. The facilities
charge was recorded under the provisions of SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, and was classified in the statement of operations as research and development. The charge was based on the
present value of the sum of non-cancelable lease costs, less estimates for future sublease income, which will be paid over the estimated vacancy period through fiscal 2005. During the three months ended February 29, 2004, Saba recognized an
accretion expense of $1,000 due to the passage of time in accordance with SFAS No. 146.



During the six months ended November 30, 2003, Saba consolidated an additional excess facility resulting in a restructuring charge of $393,000. The restructuring charge was recorded under the provisions of SFAS No.
146 and was classified in the statement of operations as follows: cost of revenues$154,000, research and development$127,000, sales and marketing$73,000 and general and administrative$39,000. The excess facilities charge was
based on the present value of the sum of non-cancelable lease costs, less estimates for future sublease income, which will be paid over the estimated vacancy period through fiscal 2006. During the three months ended February 29, 2004, Saba
recognized an accretion expense of $2,000 due to the passage of time in accordance with SFAS No. 146.



Sabas estimated costs to exit excess facilities are based on available commercial rates. The actual loss incurred in exiting these facilities could
be different from Sabas estimates. A summary of the restructuring charges and related accruals are outlined as follows:



|                                      |  |                             |     |   |                            |   |       |       |  |   |       |  
|------------------------------------- |  | --------------------------- | --- | - | -------------------------- | - | ----- | ----- |  | - | ----- | -
|                                      |  | Workforce Reduction Charges |     |   | Facilities Related Charges |   |       | Total | 
|                                      |  | (in thousands)              |    
|Accrual as of May 31, 2003            |  | $                           | 129 |   |                            | $ | 880   |       |  | $ | 1,009 |  
|Charges                               |  |                             |    |   |                            |   | 393   |       |  |   | 393   |  
|Deductions  cash payments            |  |                             | (5  | ) |                            |   | (183  | )     |  |   | (188  | )
|                                      |  |                             |     |   |                            |   |       |       |  |   |       |  
|Accrual as of August 31, 2003         |  | $                           | 124 |   |                            | $ | 1,090 |       |  | $ | 1,214 |  
|Charges                               |  |                             |    |   |                            |   | 80    |       |  |   | 80    |  
|Accretion                             |  |                             |    |   |                            |   | 4     |       |  |   | 4     |  
|Reduction of accrual                  |  |                             | (41 | ) |                            |   |      |       |  |   | (41   | )
|Deductions  cash payments            |  |                             | (4  | ) |                            |   | (240  | )     |  |   | (244  | )
|                                      |  |                             |     |   |                            |   |       |       |  |   |       |  
|Accrual as of November 30, 2003       |  | $                           | 79  |   |                            | $ | 934   |       |  | $ | 1,013 |  
|Accretion                             |  |                             |    |   |                            |   | 3     |       |  |   | 3     |  
|Foreign currency revaluation          |  |                             | 5   |   |                            |   |      |       |  |   | 5     |  
|Deductions  cash payments            |  |                             |    |   |                            |   | (160  | )     |  |   | (160  | )
|                                      |  |                             |     |   |                            |   |       |       |  |   |       |  
|Accrual as of February 29, 2004       |  | $                           | 84  |   |                            | $ | 777   |       |  | $ | 861   |  
|                                      |  |                             |     |   |                            |   |       |       |  |   |       |  
|Estimated remaining cash expenditures |  | $                           | 84  |   |                            | $ | 777   |       |  | $ | 861   |  
|                                      |  |                             |     |   |                            |   |       |       |  |   |       |  



|7. |  | Stock Options and Equity Instruments Exchanged for Services
|-- |  | -----------------------------------------------------------



Saba accounts for employee stock options using the intrinsic value method in accordance with APB Opinion No. 25, Accounting for Stock Issued to
Employees while adhering to the disclosure requirements of SFAS No. 123, Accounting for Stock-Based Compensation and SFAS No. 148 Accounting for Stock-Based CompensationTransition and Disclosure. The fair value of
options, warrants and restricted stock issued for services rendered by non-employees or assets acquired is determined using the Black-Scholes option-pricing model. To calculate the expense or asset value, Saba uses either the fair value of the
consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. The following table illustrates the effect on net loss and net loss per share had compensation cost for Sabas stock compensation
plans been determined using the fair value method required by SFAS No. 123:



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|                                                                                                                                            |  |                                          |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                                                                                            |  | Three months ended February 29,          |        |   | Nine months ended February 28, |  
|                                                                                                                                            |  | 2004                                     |        |   | 2003                           |   |        | 2004 |  |   | 2003    |  
|                                                                                                                                            |  | (in thousands, except per share amounts) |       
|Net loss as reported                                                                                                                        |  | $                                        | (2,291 | ) |                                | $ | (4,747 | )    |  | $ | (10,491 | ) |  | $ | (14,571 | )
|Add: Total stock-based employee compensation expense included in net loss                                                                   |  |                                          | 4      |   |                                |   | (74    | )    |  |   | 46      |   |  |   | 1,807   |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                                          | (2,840 | ) |                                |   | (2,901 | )    |  |   | (9,319  | ) |  |   | (9,415  | )
|                                                                                                                                            |  |                                          |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Adjusted net loss                                                                                                                           |  | $                                        | (5,127 | ) |                                | $ | (7,722 | )    |  | $ | (19,764 | ) |  | $ | (22,179 | )
|                                                                                                                                            |  |                                          |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Net loss per share as reported                                                                                                              |  | $                                        | (0.17  | ) |                                | $ | (0.36  | )    |  | $ | (0.78   | ) |  | $ | (1.16   | )
|Adjusted net loss per share                                                                                                                 |  | $                                        | (0.38  | ) |                                | $ | (0.59  | )    |  | $ | (1.48   | ) |  | $ | (1.80   | )



|9. |  | Legal Matters
|-- |  | -------------



In November 2001, a complaint was filed in the United States District Court for the Southern District of New York against Saba, certain of its officers
and directors, and certain underwriters of Sabas initial public offering. The complaint was purportedly filed on behalf of a class of certain persons who purchased Saba common stock between April 6, 2000 and December 6, 2000. The complaint
alleges violations by Saba and its officers and directors of the Securities Act of 1933 in connection with certain alleged compensation arrangements entered into by the underwriters in connection with the offering. An amended complaint was filed in
April 2002. Similar complaints have been filed against hundreds of other issuers that have had initial public offerings since 1998. The complaints were later consolidated into a single action. On July 16, 2003, a committee of Sabas board of
directors conditionally approved a proposed partial settlement with the plaintiffs in this matter. The settlement would provide, among other things, a release of Saba and of the individual defendants for the conduct alleged in the action to be
wrongful in the amended complaint. Saba would agree to undertake other responsibilities under the partial settlement, including agreeing to assign away, not assert, or release certain potential claims Saba may have against its underwriters. Any
direct financial impact of the proposed settlement is expected to be borne by Sabas insurers. The committee agreed to approve the settlement subject to a number of conditions, including the participation of a substantial number of other issuer
defendants in the proposed settlement, the consent of Sabas insurers to the settlement, and the completion of acceptable final settlement documentation. Furthermore, the settlement is subject to a hearing on fairness and approval by the court
overseeing the initial public offering litigation. If the settlement is not finalized, Saba believes that the claim asserted by these lawsuits are without merit, and intends to defend these actions vigorously. However, due to the inherent
uncertainties of litigation, Saba cannot accurately predict the ultimate outcome of the litigation. An unfavorable outcome in litigation could materially and adversely affect Sabas business, financial condition and results of operations.



On May 31, 2002, IP Learn, LLC (IP Learn) filed a complaint
against Saba in the United States District Court for the Northern District of California. The complaint alleged that Saba infringed four U.S. patents assigned to IP Learn and asks the court for a preliminary and permanent injunction, as well as
unspecified damages. IP Learn later amended the complaint to add a fifth patent to the suit. Substantially similar complaints have been filed against at least four other companies in Sabas industry. In September 2003, Saba reached an agreement
with IP Learn regarding the settlement of the pending litigation. Under the terms of the settlement agreement, Saba is required to pay $1.1 million over nine months. As of February 29, 2004, $625,000 was remaining on the cash obligation. In
addition, Saba issued approximately 134,000 shares of its common stock valued as of the settlement date at $576,000.



On March 12, 2004, Docent, Inc. filed a compliant against Saba and two employees in the Circuit Court of Cook County, Illinois. The complaint alleges,
among other things, that Saba and the two employees gained an unfair competitive advantage by using Docent confidential employee information to solicit and hire certain Docent employees. In addition, the complaint alleges that Saba and the two
employees used certain



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Docent proprietary information to interfere with Docents client and prospective client relationships. The complaint
seeks injunctive relief to prevent Saba and the two employees from using or disclosing Docent confidential information, hiring Docent employees and contacting Docent clients or prospective clients, and does not state any specific claim for monetary
damages. Saba believes that the complaint is without merit and intends to defend against it vigorously. Although no assurance can be given that this matter will be resolved favorably, Saba believes that the resolution of this lawsuit will not have a
material adverse effect on its financial position, results of operations or cash flows. Were an unfavorable outcome to occur, Sabas business, financial condition and results of operations could be materially and adversely affected.



Saba is also party to various legal disputes and proceedings arising from
the ordinary course of general business activities. While, in the opinion of management, resolution of these matters is not expected to have a material adverse effect on Sabas consolidated financial position, results of operations or cash
flows, the ultimate outcome of any litigation is uncertain. An unfavorable outcome in litigation could materially and adversely affect Sabas business, financial condition and results of operations.



ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed
consolidated financial statements and related notes contained herein and the information included in our annual report on Form 10-K for our fiscal year ended May 31, 2003 and in our other filings with the Securities and Exchange Commission. This
discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the Securities Act) and Section 21E of the Securities and Exchange Act of 1934 (the Exchange Act).
All statements in this Quarterly Report on Form 10-Q other than statements of historical fact are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ
materially from those projected or assumed in such forward-looking statements. Among the factors that could cause actual results to differ materially are the factors detailed under the heading Managements Discussion and Analysis of
Financial Condition and Results of OperationsFactors That May Impact Future Operating Results. All forward-looking statements and risk factors included in this document are made as of the date of this report, based on information
available to us as of such date. We assume no obligation to update any forward-looking statement or risk factor.



OVERVIEW



Business, Principal Products, and Locations



We are a leading provider of human capital development and management solutions, which are designed to increase organizational performance through the
implementation of a management system for aligning, developing and managing people. Our solutions can help large enterprises efficiently manage regulatory compliance, increase sales and channel readiness, accelerate time-to-competency of people
across the extended enterprise, increase speed of customer acquisition, shorten time-to-market of new products and increase visibility into organizational performance.



We commenced operations in April 1997 and, through March 1998, focused substantially all of our efforts on research
activities, developing our products and building our business infrastructure. We shipped our first Saba Enterprise Learning products and began to generate revenues from software license fees, implementation and consulting services fees and support
fees in April 1998. In August 2003, we shipped our generally available version of Saba Enterprise Performance.



Our corporate headquarters are located in Redwood Shores, California. In addition, we have seven non-U.S. subsidiaries through which we conduct various
operating activities related to our business. In each of the non-U.S. jurisdictions in which we have subsidiaries, India, France, Japan, Germany, the United Kingdom, Canada and Australia, we have employees or consultants engaged in sales and
services activities. In the case of our India subsidiary, our employees primarily engage in software development and quality assurance testing activities.



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Revenue Models



We generate the majority of our revenues from the sale of perpetual software licenses, primarily Saba Enterprise Learning,
along with annual support services that are generally purchased concurrently with the license and renewed annually thereafter. We also derive revenues from performing services, including providing implementation, consulting, hosting and education
services related to our software products.



We have incurred
significant losses and negative cash flows from operations since our inception. As of February 29, 2004, we had an accumulated deficit of $182.8 million. We also expect to incur non-cash expenses relating to amortization of purchased intangible
assets and any potential goodwill impairment. We have not achieved profitability and cannot be certain that we will be able to realize sufficient revenues to achieve or, if achieved, sustain profitability.



Significant Trends and Developments in Our Business



Worldwide demand for enterprise wide software applications
has decreased over the last two years. The global economic slowdown has resulted in many organizations reducing their information technology budgets and related expenditures on enterprise software. This has not only limited sales of licenses to new
and existing customers but has also resulted in longer customer evaluations and decision-making processes.



We believe these macroeconomic trends have had an effect on our revenues. The decline in revenues for the three and nine months ended February 29, 2004
was partially offset by increases in support services revenue due to a high level of renewals across a larger customer base. Despite the decline in revenues, our restructuring activities over the past several years and our management of operating
expenses have allowed us to decrease our net loss. We continue to focus on aggressively managing costs to achieve positive cash flow from operations while investing in areas we deem appropriate, such as the recent expansion of our North American
sales organization. However, there can be no assurance that we will be successful in managing our costs to generate positive cash flow from operations.



CRITICAL ACCOUNTING POLICIES



Our discussion and analysis of financial condition and results of operations is based upon our condensed consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. We base our
estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustment.
While there are a number of accounting policies, methods and estimates affecting our financial statements, areas that are particularly significant include revenue recognition policies, the allowance for doubtful accounts, the assessment of
recoverability of goodwill and purchased intangible assets and restructuring costs. We have reviewed the critical accounting policies described in the following paragraphs with our Audit Committee.



Revenue recognition. We recognize revenues in accordance with the
provisions of American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, With Respect
to Certain Transactions. Under SOP 97-2, as amended, we recognize revenues when all of the following conditions are met:



| |  |  | persuasive evidence of an agreement exists;
| | - |  | -------------------------------------------



| |  |  | delivery of the product has occurred;
| | - |  | -------------------------------------



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| |  |  | the fee is fixed or determinable; and
| | - |  | -------------------------------------



| |  |  | collection of these fees is probable.
| | - |  | -------------------------------------



SOP 97-2, as amended, requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on the relative
fair values of the elements. We have analyzed each element in our multiple-element arrangements and determined that we have sufficient vendor-specific objective evidence (VSOE) to allocate revenues to support, consulting and education services and
additional language versions of our product. Accordingly, assuming all other revenue recognition criteria are met, revenues from perpetual licenses are recognized upon delivery using the residual method in accordance with SOP 98-9. We limit our
assessment of VSOE for each element to either the price charged when the same element is sold separately or the price established by management, having the relevant authority to do so, for an element not yet sold separately.



License revenues from end-users are generally recognized on delivery if the
other conditions of SOP 97-2 are satisfied. We do not grant our resellers the right of return and we generally recognize revenue from resellers when an end-user has been identified and the other conditions of SOP 97-2 are satisfied. Revenues from
our application service provider offering and from our hosting services are generally recognized ratably over the term of the arrangement. Support revenue is recognized ratably over the support term, typically 12 months, and revenue related to
implementation, consulting, education and other services is generally recognized as the services are performed. Although we primarily provide implementation and consulting services on a time and materials basis, a significant portion of these
services is provided on a fixed-fee basis. For contracts that involve significant customization and implementation or consulting services that are essential to the functionality of the software, the license and services revenues are recognized over
the service delivery period using the percentage-of-completion method. We use labor hours incurred as a percentage of total expected hours as the measure of progress towards completion.



Allowance for doubtful accounts.Accounts receivable are recorded net of allowance for doubtful accounts and totaled
$9.8 million as of February 29, 2004. The allowance for doubtful accounts, which totaled $214,000 as of February 29, 2004, is based on our assessment of the collectibility of specific customer accounts and the aging of the accounts receivable. If
there is a deterioration of a major customers credit worthiness or actual defaults are higher than our historical experience, we may be required to increase the allowance for doubtful accounts.



Recoverability of goodwill and purchased intangible assets. Effective
June 1, 2002, we adopted SFAS No. 142. As such, we ceased amortization of goodwill as of May 31, 2002. In addition, we evaluated our purchased intangible assets and determined that all such assets have determinable lives. Total amortization of
goodwill prior to June 1, 2002 was $2.5 million and our remaining goodwill balance at February 29, 2004 was $5.3 million. Amortization of purchased intangible assets, including acquired developed technology, was $125,000 for the nine months ended
February 29, 2004 and $751,000 for the nine months ended February 29, 2003. Our remaining purchased intangible assets balance was $127,000 as of February 29, 2004.



SFAS No. 142 prescribes a two-phase process for impairment testing of goodwill. The first phase screens for impairment;
while the second phase, if necessary, measures the impairment. We consider Saba to be a single reporting unit. Accordingly, all of our goodwill is associated with the entire company. We perform the required impairment analysis of goodwill annually,
or on an interim basis if circumstances dictate. Any reduction of enterprise fair value below the recorded amount of stockholders equity could require us to write down the value of goodwill to its fair value and record an expense for the
impairment loss.



Restructuring costs. The total accrued
restructuring balance as of February 29, 2004 was $860,000, which was comprised of $777,000 for facilities related charges and $84,000 for workforce reduction charges. The assumptions we have made are based on the current market conditions in the
various areas where we have vacant space and necessarily entail a high level of management judgment. These market conditions can fluctuate greatly due to such factors as changes in property occupancy rates and the rental prices charged for
comparable properties. These changes could materially affect our accrual. If, in future periods, it is determined that we have over accrued for restructuring charges for the consolidation of facilities, the reversal



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of such over accrual would have a favorable impact on our results of operations in the period this was determined and
would be recorded as a credit to restructuring costs. Conversely, if it is determined that our accrual is insufficient, an additional charge would have an unfavorable impact on our results of operations in the period this was determined.



RESULTS OF OPERATIONS



THREE AND NINE MONTHS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003



Revenues



|               |  |                        |       |                          |                   |   |                   |   |                          |  |     |                   |  |                          |        |  |                   |   |                          |   |        |  |     |  
|-------------- |  | ---------------------- | ----- | ------------------------ | ----------------- | - | ----------------- | - | ------------------------ |  | --- | ----------------- |  | ------------------------ | ------ |  | ----------------- | - | ------------------------ | - | ------ |  | --- | -
|               |  | Three months ended     |       |                          | Nine months ended |  
|               |  | February 29, 2004      |       | Percent of Total Revenue |                   |   | February 28, 2003 |   | Percent of Total Revenue |  |     | February 29, 2004 |  | Percent of Total Revenue |        |  | February 28, 2003 |   | Percent of Total Revenue |  
|               |  | (dollars in thousands) |      
|Revenues:      |  |                        |       |                          |                   |   |                   |   |                          |  |     |                   |  |                          |        |  |                   |   |                          |   |        |  |     |  
|License        |  | $                      | 2,320 |                          | 30                | % |                   | $ | 3,150                    |  | 33  | %                 |  | $                        | 6,316  |  | 26                | % |                          | $ | 13,039 |  | 39  | %
|Services       |  |                        | 5,515 |                          | 70                | % |                   |   | 6,478                    |  | 67  | %                 |  |                          | 17,940 |  | 74                | % |                          |   | 20,752 |  | 61  | %
|               |  |                        |       |                          |                   |   |                   |   |                          |  |     |                   |  |                          |        |  |                   |   |                          |   |        |  |     |  
|Total revenues |  | $                      | 7,835 |                          | 100               | % |                   | $ | 9,628                    |  | 100 | %                 |  | $                        | 24,256 |  | 100               | % |                          | $ | 33,791 |  | 100 | %
|               |  |                        |       |                          |                   |   |                   |   |                          |  |     |                   |  |                          |        |  |                   |   |                          |   |        |  |     |  



Total revenues
decreased 19% during the three months ended February 29, 2004 compared to the three months ended February 28, 2003 and 28% during the nine months ended February 29, 2004 compared to the nine months ended February 28, 2003. As a percentage of total
revenues, revenues from customers outside the United States represented approximately 41% for the three months ended February 29, 2004 and 44% for the three months ended February 28, 2003. As a percentage of total revenues, revenues from customers
outside the United States represented approximately 39% for the nine months ended February 29, 2004 and 27% for the nine months ended February 28, 2003. During the three and nine months ended February 29, 2004, no customer represented more than 10%
of our total revenues. During the three and nine months ended February 28, 2003, one customer represented more than 10% of our total revenues.



License Revenue. License revenue decreased 26% during the three months ended February 29, 2004 compared to the three months ended February 28, 2003
and 52% during the nine months ended February 29, 2004 compared to the nine months ended February 28, 2003. Although license bookings increased during the three months ended February 29, 2004 compared to the three months ended February 28, 2003, a
greater portion of these bookings are reflected in our deferred revenue and will be recognized in future periods. The decrease in license revenue during the nine months ended February 29, 2004 compared to the nine months ended February 28, 2003 was
primarily attributable to a decrease in license revenues in the United States. Also contributing to this decrease was a large license sale during the nine months ended February 28, 2003 that represented more than 10% of our total revenues in that
period.



Services Revenue. Services revenue decreased
15% during the three months ended February 29, 2004 compared to the three months ended February 28, 2003 and 14% during the nine months ended February 29, 2004 compared to the nine months ended February 28, 2003. These decreases in services revenue
were primarily attributable to decreases in consulting revenue, which were partially offset by increases in support revenue. The decline in consulting revenue was due to a decrease in new license implementations and an increase in the number of
implementations performed by third-party systems integrators. The increase in the use of third-party systems integrators was partially due to an increase in the mix of international customers where third-party resellers and systems integrators are
more frequently utilized.



The mix of license and services
revenue as a percentage of total revenues has varied significantly primarily due to variability in new license sales.



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Cost of Revenues



|                                              |  |                        |       |                          |                   |   |                   |   |                          |  |    |                   |  |                          |       |  |                   |   |                          |   |        |  |    |  
|--------------------------------------------- |  | ---------------------- | ----- | ------------------------ | ----------------- | - | ----------------- | - | ------------------------ |  | -- | ----------------- |  | ------------------------ | ----- |  | ----------------- | - | ------------------------ | - | ------ |  | -- | -
|                                              |  | Three months ended     |       |                          | Nine months ended |  
|                                              |  | February 29, 2004      |       | Percent of Total Revenue |                   |   | February 28, 2003 |   | Percent of Total Revenue |  |    | February 29, 2004 |  | Percent of Total Revenue |       |  | February 28, 2003 |   | Percent of Total Revenue |  
|                                              |  | (dollars in thousands) |      
|Cost of revenues:                             |  |                        |       |                         
|Cost of license                               |  | $                      | 27    |                          | 0                 | % |                   | $ | 24                       |  | 0  | %                 |  | $                        | 178   |  | 1                 | % |                          | $ | 100    |  | 0  | %
|Cost of services                              |  |                        | 2,845 |                          | 36                | % |                   |   | 3,001                    |  | 31 | %                 |  |                          | 9,188 |  | 38                | % |                          |   | 9,787  |  | 29 | %
|Amortization of acquired developed technology |  |                        | 96    |                          | 1                 | % |                   |   | 388                      |  | 4  | %                 |  |                          | 290   |  | 1                 | % |                          |   | 1,164  |  | 3  | %
|                                              |  |                        |       |                          |                   |   |                   |   |                          |  |    |                   |  |                          |       |  |                   |   |                          |   |        |  |    |  
|Total cost of revenues                        |  | $                      | 2,968 |                          | 37                | % |                   | $ | 3,413                    |  | 35 | %                 |  | $                        | 9,656 |  | 40                | % |                          | $ | 11,051 |  | 32 | %
|                                              |  |                        |       |                          |                   |   |                   |   |                          |  |    |                   |  |                          |       |  |                   |   |                          |   |        |  |    |  



Cost of License
Revenue. Our cost of license revenue includes the cost of manuals and product documentation, production media, shipping costs and royalties to third parties. The increases in the cost of license revenue were primarily attributable to royalties
paid to third parties.



Cost of Services Revenue. Our
cost of services revenue includes salaries and related expenses for our professional services organization, as well as third-party hosting costs and billed expenses. The decreases in the cost of services revenue were primarily attributable to
decreases in services personnel. The increases in the cost of services revenue as a percentage of services revenue were primarily attributable to lower consultant utilization rates, which were partially offset by increases in higher margin support
revenue as a percent of total services revenue.



Amortization of Acquired Developed Technology. The cost of revenues includes amortization of acquired developed technology of $96,000 for the three months ended February 29, 2004 and $388,000 for the three months ended February 28,
2003. Cost of revenues includes amortization of acquired developed technology of $290,000 for the nine months ended February 29, 2004 and $1.2 million for the nine months ended February 28, 2003. This amortization resulted from our March 2001
acquisition of Human Performance Technologies, Inc. and June 2001 acquisition of Ultris Inc. The unamortized balance of $113,000 will be amortized by the end of the first quarter of fiscal 2005.



Because our cost of services revenue is greater than our cost of license
revenue, cost of total revenues as a percentage of total revenues will fluctuate based on the mix of licenses and services sold.



Operating Expenses



We classify all operating expenses, except stock compensation, other stock charges and amortization of purchased intangible assets, to the research and
development, sales and marketing and general and administrative expense categories based on the nature of the expenses. Each of these three categories includes commonly recurring expenses such as salaries, employee benefits, travel and entertainment
costs, and allocated communication, rent and depreciation costs. We allocate these expenses to each of the functional areas that derive a benefit from such expenses based upon their respective headcounts. The sales and marketing category of
operating expenses also includes sales commissions and expenses related to public relations and advertising, trade shows and marketing collateral materials. The general and administrative category of operating expenses also includes allowances for
doubtful accounts and administrative and professional services fees.



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|                                                                                      |  |                        |       |                          |                   |   |                   |   |        |                          |  |     |                   |  |                          |        |  |                   |   |                          |   |        |  |     |  
|------------------------------------------------------------------------------------- |  | ---------------------- | ----- | ------------------------ | ----------------- | - | ----------------- | - | ------ | ------------------------ |  | --- | ----------------- |  | ------------------------ | ------ |  | ----------------- | - | ------------------------ | - | ------ |  | --- | -
|                                                                                      |  | Three months ended     |       |                          | Nine months ended |  
|                                                                                      |  | February 29, 2004      |       | Percent of Total Revenue |                   |   | February 28, 2003 |   |        | Percent of Total Revenue |  |     | February 29, 2004 |  | Percent of Total Revenue |        |  | February 28, 2003 |   | Percent of Total Revenue |  
|                                                                                      |  | (dollars in thousands) |      
|Operating expenses:                                                                   |  |                        |       |                         
|Research and development                                                              |  | $                      | 2,310 |                          | 29                | % |                   | $ | 3,002  |                          |  | 31  | %                 |  | $                        | 7,516  |  | 31                | % |                          | $ | 9,027  |  | 27  | %
|Sales and marketing                                                                   |  |                        | 3,933 |                          | 50                | % |                   |   | 6,032  |                          |  | 63  | %                 |  |                          | 12,405 |  | 51                | % |                          |   | 20,722 |  | 61  | %
|General and administrative                                                            |  |                        | 872   |                          | 11                | % |                   |   | 1,723  |                          |  | 18  | %                 |  |                          | 3,188  |  | 13                | % |                          |   | 4,845  |  | 14  | %
|Amortization (reversal) of deferred compensation and other stock compensation charges |  |                        | 4     |                          | 0                 | % |                   |   | (74    | )                        |  | -1  | %                 |  |                          | 45     |  | 0                 | % |                          |   | 1,890  |  | 6   | %
|Amortization of purchased intangible assets                                           |  |                        | 41    |                          | 1                 | % |                   |   | 234    |                          |  | 2   | %                 |  |                          | 125    |  | 1                 | % |                          |   | 751    |  | 2   | %
|Settlement of litigation                                                              |  |                        |      |                          | 0                 | % |                   |   |       |                          |  | 0   | %                 |  |                          | 1,701  |  | 7                 | % |                          |   |       |  | 0   | %
|                                                                                      |  |                        |       |                          |                   |   |                   |   |        |                          |  |     |                   |  |                          |        |  |                   |   |                          |   |        |  |     |  
|Total operating expenses                                                              |  | $                      | 7,160 |                          | 91                | % |                   | $ | 10,917 |                          |  | 113 | %                 |  | $                        | 24,980 |  | 103               | % |                          | $ | 37,235 |  | 110 | %
|                                                                                      |  |                        |       |                          |                   |   |                   |   |        |                          |  |     |                   |  |                          |        |  |                   |   |                          |   |        |  |     |  



Research and
development. Research and development expense decreased 23% during the three months ended February 29, 2004 compared to the three months ended February 28, 2003 and 17% during the nine months ended February 29, 2004 compared to the nine months
ended February 28, 2003. These decreases were primarily attributable to decreases in research and development personnel in the U.S., offset by increased staffing in our lower-cost development center in India. The decrease in research and development
expense during the three months ended February 29, 2004 compared to the three months ended February 28, 2003 is also attributable to a one-time excess facilities charge incurred during the three months ended February 28, 2003. We expect research and
development expenses to remain relatively flat for the foreseeable future.



Sales and marketing. Sales and marketing expense decreased 35% during the three months ended February 29, 2004 compared to the three months ended February 28, 2003 and 40% during the nine months ended February
29, 2004 compared to the nine months ended February 28, 2003. These decreases were primarily attributable to reduced sales and marketing personnel, lower commission expense due to a decline in revenues and lower expenditures for marketing programs.
Despite these decreases, we expect sales and marketing expenses to increase in our fourth quarter due to higher commissions and the costs associated with expanding our North American sales organization.



General and administrative. General and administrative expense
decreased 49% during the three months ended February 29, 2004 compared to the three months ended February 28, 2003 and 34% during the nine months ended February 29, 2004 compared to the nine months ended February 28, 2003. These decreases were
primarily attributable to lower general and administrative headcount and a decrease in legal fees, as well as a reversal of bad debt expense due to improved aging of receivables and the recovery of a previous receivable. We expect general and
administrative expenses to increase in our fourth quarter of fiscal year 2004, in part, due to the lack of reversal of bad debt expense.



Amortization of deferred stock compensation and other stock compensation charges. For the three months ended February 29, 2004, we amortized the
remaining deferred stock compensation of $4,000. We do not expect to incur future deferred stock compensation charges unless we issue stock options that must be accounted for using a fair value method.



Amortization of purchased intangible assets. Amortization of purchased
intangible assets decreased for the periods presented as we continue to amortize the noncompetition agreements that resulted from our March 2001 acquisition of Human Performance Technologies, Inc. The unamortized balance of $14,000 will be amortized
in the fourth quarter of fiscal year 2004.



Settlement of
litigation. In September 2003, we reached an agreement regarding the settlement of pending patent litigation and recorded a charge of $1.7 million. Under the terms of the settlement agreement, we are required to pay $1.1 million over nine
months. As of February 29, 2004, $625,000 was remaining on the cash obligation. In addition, we issued approximately 134,000 shares of our common stock valued as of the settlement date at $576,000.



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Restructuring charges



During the three months ended November 30, 2003, we recorded a net restructuring charge of $39,000. The charge was comprised
of $80,000 for an excess facility that arose after default by a subtenant, which was partially offset by a $41,000 decrease to a workforce reduction charge accrual made in a prior period that resulted from severance payments that were less than
previous estimates. The facilities charge was classified in the statement of operations as research and development. The charge relates to non-cancelable lease costs, less estimates for sublease income, which will be paid over the estimated vacancy
period through fiscal 2005. While the facilities charge does not result in cash savings, operating expenses will be reduced by $30,000 for the remainder of fiscal 2004 and $45,000 for fiscal 2005. Our estimated costs to exit this facility are based
on available commercial rates. The actual loss incurred could be different from our estimates.



During the three months ended August 31, 2003, we consolidated an excess facility resulting in a restructuring charge of $393,000, which was classified in the statement of operations as follows: cost of
revenues$154,000, research and development$127,000, sales and marketing$73,000 and general and administrative$39,000. The excess facilities charge relates to non-cancelable lease costs, less estimates for sublease income,
which will be paid over the estimated vacancy period through fiscal 2006. While the facilities charge does not result in cash savings, operating expenses will be reduced by $104,000 for the remainder of fiscal 2004 and $240,000 through the second
quarter of fiscal 2006. Our estimated costs to exit this facility are based on available commercial rates. The actual loss incurred could be different from our estimates.



Interest income and other, net



Interest income and other, net consists of interest income, interest expense and other non-operating expenses. Interest
income and other, was $47,000 for the three months ended February 29, 2004, and $45,000 for the three months ended February 28, 2003. The increase was primarily attributable to foreign exchange gains resulting from favorable fluctuations in foreign
currency denominated receivables. Interest income and other, was $16,000 for the nine months ended February 29, 2004 and income of $167,000 for the nine months ended February 28, 2003. The decrease was primarily attributable to foreign exchange
losses resulting from unfavorable fluctuations in foreign currency denominated receivables and a decrease in interest income due to a decline in our short-term investment balance.



Provision for income taxes



From inception through February 29, 2004, we incurred net losses for federal and state tax purposes. Income tax expense was
$45,000 during the three months ended February 29, 2004 and $90,000 during the three months ended February 28, 2003. Income tax expense was $127,000 for the nine months ended February 29, 2004 and $243,000 during the nine months ended February 28,
2003. The income tax expense consists entirely of foreign tax expense incurred as a result of local country profits.



FLUCTUATIONS OF QUARTERLY RESULTS



Our results of operations could vary significantly from quarter to quarter. If revenues fall below our expectations, we will not be able to reduce our
spending rapidly in response to the shortfall and operating losses will increase. We anticipate that we will continue to experience long sales cycles. Therefore, the timing of future customer contracts could be difficult to predict, making it
difficult to predict revenues between quarters.



We are subject
to employer payroll taxes, both domestic and foreign, on employee exercises of non-qualified stock options. These taxes are recorded as a charge to operations in the period such options are exercised based on actual gains realized by employees,
measured by the difference between the price of our common stock on the date of exercise and the exercise price. We receive domestic tax deductions for gains realized by domestic employees on the exercise of non-qualified stock options for which the
benefit is recorded as additional paid-in capital when realized. Our taxes and cash flows could vary significantly from quarter to quarter depending on the number of non-qualified stock options exercised by employees in any quarter and,
consequently, our results of operations.



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Other factors that could affect our quarterly operating results include those described below and under
the caption Factors That May Affect Future Operating Results:



| |  |  | dependence of our revenues on a small number of large orders and the average order value;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | our ability to attract new customers;
| | - |  | -------------------------------------



| |  |  | any changes in revenue recognition policies and provisions and interpretations of these provisions;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | our ability to license additional products to current customers;
| | - |  | ----------------------------------------------------------------



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



| |  |  | changes in the pricing of our products and services or those of our competitors;
| | - |  | --------------------------------------------------------------------------------



| |  |  | variability in the mix of our products and services revenues in any quarter;
| | - |  | ----------------------------------------------------------------------------



| |  |  | technical difficulties or service interruptions of our computer network systems or the Internet generally;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | the amount and timing of operating costs and capital expenditures relating to expansion or contraction of our business; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | foreign currency fluctuations.
| | - |  | ------------------------------



LIQUIDITY AND CAPITAL RESOURCES



As of February 29, 2004, our principal source of liquidity included cash and cash equivalents of $16.2 million and short-term investments of $152,000. We
also have the ability to borrow up to an additional $800,000 through our existing credit facility, which is subject to our compliance with the financial covenant for unrestricted cash and cash equivalents.



|                                      |  |                   |        |   |                   |   |        |  
|------------------------------------- |  | ----------------- | ------ | - | ----------------- | - | ------ | -
|                                      |  | Nine Months Ended |       
|                                      |  | February 29, 2004 |        |   | February 28, 2003 |  
|                                      |  | (in thousands)    |       
|Cash used in operating activities     |  | $                 | (7,984 | ) |                   | $ | (6,550 | )
|Cash provided by investing activities |  |                   | 3,290  |   |                   |   | 3,599  |  
|Cash provided by financing activities |  |                   | 3,365  |   |                   |   | 8,948  |  



Cash
Used In Operating Activities



Our largest source of operating
cash flows are from our customers upon the purchase of license and support services, support renewals and consulting services. Our primary uses of cash from operating activities are for personnel and facilities related expenditures. Cash used in
operating activities increased due to decreased total revenues from the nine months ended February 28, 2003 compared to the nine months ended February 29, 2004, which was partially offset by a decrease in total costs and expenses.



Cash Provided By Investing Activities



Cash provided by investing activities decreased due to reduced proceeds from
net redemptions and maturities as a result of fewer short-term investments.



Cash Provided By Financing Activities



Cash provided by financing activities decreased primarily due to lower proceeds from the issuance of common stock, which, during the nine months ended February 28, 2003, reflects $9.2 million in proceeds from the issuance of common stock in
a private placement. This decrease was partially offset by net borrowings under our credit facility of $3.4 million during the nine months ended February 29, 2004.



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Contractual Obligations



At February 29, 2004, we did not have any material commitments for capital expenses. Our principal commitments consisted of
obligations under capital and operating leases, a note payable, our credit facility and the settlement of pending patent litigation entered into in September 2003. In February 2004, we amended certain terms related to our existing credit facility.
In February 2004, we borrowed $3.7 million against the line of credit, which was repaid in March 2004. We also borrowed $44,000 in the form of an equipment term loan at an interest rate of 5.88%, which must be repaid in 36 monthly installments of
principal plus interest.



The following table summarizes our
contractual obligations at February 29, 2004 and the effect these obligations are expected to have on our liquidity and cash flows in future periods, excluding the $3.7 million repayment of the line of credit that occurred in March 2004. Of the
$26.8 million in operating leases, net of sublease income, $777,000 has been included in accrued restructuring charges as of February 29, 2004. Sublease income included in the table below amounted to $76,000 for fiscal 2004, $290,000 for fiscal
2005, $239,000 for fiscal 2006 and $30,000 for fiscal 2007.



|                           |  |                |        |                  |   |                |  |                  |    |                   |   |       |  |   |    
|-------------------------- |  | -------------- | ------ | ---------------- | - | -------------- |  | ---------------- | -- | ----------------- | - | ----- |  | - | ---
|                           |  | Total          |        | Operating Leases |   | Capital Leases |  | Debt Obligations |    | Patent Settlement
|                           |  | (in thousands)
|Fiscal Year Ending May 31, |  |                |        |                  |   |                |  |                  |    |                   |   |       |  |   |    
|2004                       |  | $              | 1,176  |                  | $ | 745            |  | $                | 9  |                   | $ | 172   |  | $ | 250
|2005                       |  |                | 3,834  |                  |   | 2,729          |  |                  | 37 |                   |   | 693   |  |   | 375
|2006                       |  |                | 3,245  |                  |   | 2,699          |  |                  | 7  |                   |   | 539   |  |   |   
|2007                       |  |                | 2,395  |                  |   | 2,321          |  |                  |   |                   |   | 74    |  |   |   
|2008                       |  |                | 2,351  |                  |   | 2,351          |  |                  |   |                   |   |      |  |   |   
|Thereafter                 |  |                | 15,939 |                  |   | 15,939         |  |                  |   |                   |   |      |  |   |   
|                           |  |                |        |                  |   |                |  |                  |    |                   |   |       |  |   |    
|                           |  | $              | 28,940 |                  | $ | 26,784         |  | $                | 53 |                   | $ | 1,478 |  | $ | 625
|                           |  |                |        |                  |   |                |  |                  |    |                   |   |       |  |   |    



We currently
anticipate that our available cash resources and credit facilities, combined with cash flows generated from revenues, will be sufficient to meet our presently anticipated working capital, capital expense and business expansion requirements for at
least the next 12 months. However, we may be required, or could choose, to raise additional funds at any time. Our future liquidity and capital requirements will depend on numerous factors, including our future revenues, the timing and extent of
spending to support product development efforts and expansion of sales and marketing and general and administrative activities, the success of our existing and new product and service offerings and competing technological and market developments.
There can be no assurance that additional funding, if needed, will be available on terms acceptable to us, if at all.



FACTORS THAT MAY IMPACT FUTURE OPERATING RESULTS



We have a limited operating history and are subject to the risks encountered by early-stage companies



We were founded in April 1997 and shipped our first products in April 1998.
Because we have a limited operating history, you should consider and evaluate our operating prospects in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. For us, these risks include:



| |  |  | risks that our revenue forecasts may be incorrect because of our limited sales to date and our long sales process;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | risks associated with our dependence on Saba Enterprise Learning, and related services, for substantially all of our revenues for the foreseeable future;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | risks that our new products, such as Saba Enterprise Performance and Saba Content, will fail to achieve market acceptance;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | risks that fluctuations in our quarterly operating results will be significant relative to our revenues; and
| | - |  | ------------------------------------------------------------------------------------------------------------



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| |  |  | risks that the current economic downturn will continue to negatively impact the demand for our products and services.
| | - |  | ---------------------------------------------------------------------------------------------------------------------



These risks and other risks are described in more detail below. Our future
growth will depend substantially on our ability to address these and the other risks described in this section. If we do not successfully address these risks, our business would be significantly harmed.



We have a history of losses, expect future losses and cannot assure you that we will
achieve profitability



We have incurred significant losses
and negative cash flows from operations since our inception. We have not achieved profitability and cannot be certain that we will realize sufficient revenues to achieve or sustain profitability. We expect to derive substantially all of our revenues
for the foreseeable future from the licensing of Saba Enterprise Learning and providing related services. Over the longer term, we expect to derive revenues from new products such as Saba Enterprise Performance and related services. In the future,
we expect to continue to incur non-cash expenses relating to the amortization of purchased intangible assets that will contribute to our net losses, along with any potential goodwill impairment. As of February 29, 2004, we had $127,000 of purchased
intangible assets to be amortized and our remaining goodwill balance was $5.3 million. As a result of all of the foregoing, we expect to incur losses for the foreseeable future and will need to generate significantly higher revenues in order to
achieve profitability. If we achieve profitability, we may not be able to sustain it.



Fluctuations of our results could cause our stock price to experience significant fluctuations or declines



Our operating results have varied significantly in the past and will likely fluctuate significantly in the future. We believe that quarter-to-quarter
comparisons of our revenues and operating results are not necessarily meaningful and should not be relied on as indicators of future performance. Our operating expenses are based on our expectations of future revenues and are relatively fixed in the
short-term. During fiscal 2004 and fiscal 2003 we took actions to reduce our operating expenses and, while we may from time to time reduce operating expenses in response to variability in our revenues, including variabilities caused by downturns in
the United States and/or international economies, over the long term we generally expect to increase our operating expenses to expand our sales and marketing operations, fund greater levels of research and development, develop new alliances,
increase our services and support capabilities and improve our operational and financial systems. If our revenues do not increase along with these expenses, our business would be seriously harmed and net losses in a given quarter would be even
larger than expected. It is possible that in some future quarter our operating results may be below the expectations of public market analysts or investors, which could cause the market price of our common stock to fall.



Our quarterly revenues are especially subject to fluctuations because they
depend on the sale of a small number of relatively large orders, principally orders for Saba Enterprise Learning and related services. As a result, our quarterly operating results may fluctuate if we are unable to complete a sufficient number of
large orders in any particular quarter. Furthermore, our quarterly revenues may be affected significantly by changes in revenue recognition policies and procedures based on changes to, or new, applicable accounting standards and how these standards
are interpreted.



Our lengthy sales cycle could cause delays in revenue
growth



The period between our initial contact with a
potential customer and the purchase of our products and services is often long. A customers decision to purchase our products and services requires the commitment to increase performance through human capital development and management,
involves a significant allocation of resources, and is influenced by a customers budgetary cycles. To successfully sell our products and services, we generally must educate our potential customers regarding the use and benefits of our products
and services, which can require significant time and resources. Many of our potential customers are large enterprises that generally take longer to make significant business decisions. Our typical sales cycle has been approximately 6 to 12 months.
The delay or failure to complete sales in a particular quarter could reduce



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our revenues in that quarter. If our sales cycle unexpectedly lengthens in general or for one or more large orders, it
would adversely affect the timing of our revenues. If we were to experience a delay on a large order, it could harm our ability to meet our forecasts for a given quarter.



A decline in the price of, or demand for, our main product, Saba Enterprise Learning or our related services offerings would seriously
harm our revenues and operating margins



To date, Saba
Enterprise Learning and related services have accounted for a substantial majority of our revenues. We anticipate that revenues from Saba Enterprise Learning and related services will continue to constitute a substantial majority of our revenues for
the foreseeable future. Consequently, a decline in the price of, or demand for, Saba Enterprise Learning or failure to achieve broad market acceptance would seriously harm our business.



We are exposed to recent unfavorable economic conditions



We have seen a rapid and increasingly severe downturn in the United States economy since the first quarter of fiscal 2001
(ended August 31, 2000), which has been further stalled by terrorist attacks in September 2001 and the war in Iraq in early 2003. There can be no certainty as to the severity or duration of this downturn. Although we cannot predict the extent and
timing, if any, of the impact of economic downturns in the United States on economies in other countries or geographic regions, we are seeing an economic slowdown in certain international markets in which we conduct business. If the economic
conditions in the United States continue or worsen or if a global economic slowdown intensifies, the demand for our products and services may be reduced. Not only may these economic slowdowns reduce our customers and prospects budgets
for our products and services, but also they may adversely affect our customers ability to pay for our products and services. Accordingly, these economic slowdowns may have a material adverse impact on our business, operating results and
financial condition.



Our performance depends on a new market: human capital
development and management



The market for software
solutions that automate human capital development and management is relatively new and rapidly evolving. Substantially all of our revenues are attributable to the suite of products and services in this market. If this market fails to develop or
develops more slowly than we expect, or if we fail to identify the challenges and risks in this new market or successfully address these risks, our business would be harmed.



If we lose key personnel or are unable to attract and retain additional qualified personnel, we may not be able to successfully manage
our business and achieve our objectives



We believe our
future success will depend upon our ability to retain our key management personnel. These employees are not subject to employment contracts. We may not be successful in attracting, assimilating and retaining our key employees in the future. Our
future success and our ability to expand our operations will also depend in large part on our ability to attract and retain additional qualified technical, sales and marketing personnel. Competition for these types of employees is intense due to the
limited number of qualified professionals and the high demand for them, particularly in the San Francisco Bay Area, where our headquarters is located. We have in the past experienced difficulty in recruiting qualified personnel. Failure to attract,
assimilate and retain personnel, particularly technical, sales and marketing personnel, would have a material adverse effect on our business and potential growth. Additionally, volatility or a lack of positive performance in our stock price may
adversely affect our ability to retain key employees, all of whom have been granted stock options or been sold restricted stock.



Difficulties we may encounter managing our growth could adversely affect our results of operations



We intend to grow our business significantly. To support our growth plans, we may need to expand our existing management,
operational, financial and human resources, customer service and management information systems and controls. We may be unable to expand these systems and to manage our planned growth successfully, and this inability would adversely affect our
business.



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Intense competition in our target market could impair our ability to grow and to achieve profitability



The market for our products and services is intensely competitive,
dynamic and subject to rapid technological change. The intensity of the competition and the pace of change are expected to increase in the future. Increased competition is likely to result in price reductions, reduced gross margins and loss of
market share, any one of which could seriously harm our business. Competitors vary in size and in the scope and breadth of the products and services offered. We encounter competition with respect to different aspects of our solution from a variety
of sources including:



| |  |  | companies that market and license training, learning, performance, content, resource, talent and staffing management systems;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | enterprise software vendors that offer human resources information systems and employee relationship management systems with training and performance modules;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | potential customers internal development efforts;
| | - |  | --------------------------------------------------



| |  |  | companies that operate Internet-based marketplaces for the sale of on-line learning;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | companies that operate Internet-based marketplaces for the sale of goods and services and could potentially decide to evolve their marketplaces to include content offerings; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Internet portals that offer learning content, performance support tools or recruiting services.
| | - |  | -----------------------------------------------------------------------------------------------



Because there are relatively low barriers to entry in the electronic commerce market, which comprises a portion of our business model, we
expect competition from a variety of established and emerging companies



Many of our competitors have longer operating histories, substantially greater financial, technical, marketing or other resources, or greater name recognition than we do. Our competitors may be able to respond more
quickly than we can to new or emerging technologies and changes in customer requirements. Competition could seriously impede our ability to sell additional products and services on terms favorable to us. Our current and potential competitors may
develop and market new technologies that render our existing or future products and services obsolete, unmarketable or less competitive. Our current and potential competitors may make strategic acquisitions or establish cooperative relationships
among themselves or with other learning solution providers, thereby increasing the availability of their services to address the needs of our current and prospective customers. We may not be able to compete successfully against our current and
future competitors, and competitive pressures that we encounter may seriously harm our business.



If we are unable to manage the complexity of conducting business globally, our international revenues may suffer



International revenues accounted for 41% of our revenues for the three months ended February 29, 2004 and 44% for the three months ended February 28,
2003. International revenues accounted for 39% of our revenues for the nine months ended February 29, 2004 and 27% of our revenues for the nine months ended February 28, 2003. We intend to expand our international presence in the future. Conducting
business outside of the United States is subject to certain risks, including:



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



| |  |  | language barriers;
| | - |  | ------------------



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



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



| |  |  | reduced protection of intellectual property rights;
| | - |  | ---------------------------------------------------



| |  |  | potentially harmful tax consequences;
| | - |  | -------------------------------------



| |  |  | fluctuating exchange rates;
| | - |  | ---------------------------



| |  |  | price controls and other restrictions on foreign currency;
| | - |  | ----------------------------------------------------------



| |  |  | difficulties in obtaining import and export licenses;
| | - |  | -----------------------------------------------------



| |  |  | political and social unrest or disturbances;
| | - |  | --------------------------------------------



| |  |  | the burden of complying with a variety of foreign laws; and
| | - |  | -----------------------------------------------------------



| |  |  | political or economic constraints on international trade.
| | - |  | ---------------------------------------------------------



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We might not successfully market, sell or distribute our products and services in foreign markets, and we
cannot be certain that one or more of the factors indicated above will not materially adversely affect our future international operations, and consequently, our business and future growth.



We may become subject to government regulation and legal uncertainties that could reduce
demand for our products and services or increase the cost of doing business, thereby adversely affecting our financial results



We are not currently subject to direct regulation by any domestic or foreign governmental agency, other than regulations applicable to businesses
generally, export control laws and laws or regulations directly applicable to Internet commerce. However, due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may become applicable to us or
may be adopted in the future with respect to the Internet covering issues such as:



| |  |  | user privacy;
| | - |  | -------------



| |  |  | taxation;
| | - |  | ---------



| |  |  | content;
| | - |  | --------



| |  |  | right to access personal data;
| | - |  | ------------------------------



| |  |  | copyrights;
| | - |  | -----------



| |  |  | distribution; and
| | - |  | -----------------



| |  |  | characteristics and quality of services.
| | - |  | ----------------------------------------



The applicability of existing laws governing issues such as property ownership, copyrights, and other intellectual property issues, encryption, taxation,
libel, export or import matters and personal privacy to the Internet is uncertain. The vast majority of these laws were adopted prior to the broad commercial use of the Internet and related technologies. As a result, they do not contemplate or
address the unique issues of the Internet and related technologies. Changes to these laws, including some recently proposed changes, could create uncertainty in the Internet marketplace. Such uncertainty could reduce demand for our services or
increase the cost of doing business due to increased costs of litigation or increased service delivery costs.



In addition, we could be liable for the misuse of personal information. The Federal Trade Commission, the European Union and certain state and local
authorities have been investigating some Internet companies regarding their use of personal information. We could incur additional expenses if new regulations regarding the use of personal information are introduced or if these authorities choose to
investigate our privacy practices.



Our market is subject to rapid
technological change and, to compete, we must continually enhance our products and services



We must continue to enhance and improve the performance, functionality and reliability of our products and services. The software and electronic commerce
industries are characterized by rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies and the emergence of new industry standards and practices that could
render our products and services obsolete. In the past, we have discovered that some of our customers desire additional performance and functionality not currently offered by our products. Our success will depend, in part, on our ability to both
internally develop and license leading technologies to enhance our existing products and services, develop new products and services that address the increasingly sophisticated and varied needs of our customers, and respond to technological advances
and emerging industry standards and practices on a cost-effective and timely basis. In addition, the development of our technology and other proprietary technology involves significant technical and business risks. We may fail to use new
technologies effectively or to adapt our proprietary technology and systems to customer requirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, we
may not be able to increase our revenues and expand our business.



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Delays in releasing new products or enhanced versions of our existing products could adversely affect our competitive
position



As part of our strategy, we expect to regularly
release new products and new versions of our existing products. Even if our new products or new versions of our existing products contain the features and functionality our customers want, in the event we are unable to timely introduce these new
products or product releases, our competitive position may be harmed. We cannot assure you that we will be able to successfully complete the development of currently planned or future products or product releases in a timely and efficient manner.
Due to the complexity of our products, internal quality assurance testing and customer testing of pre-commercial releases may reveal product performance issues or desirable feature enhancements that could lead us to postpone the release of these
products. In addition, the reallocation of resources associated with any postponement would likely cause delays in the development and release of other future products or enhancements to our currently available products. Any delay in releasing
future products or enhancements of our products could cause our stock price to decline.



If we release products containing defects, we may need to halt further shipments and our business and reputation would be harmed



Products as complex as ours often contain unknown and undetected errors or performance problems. Many serious defects are frequently found during the
period immediately following introduction and initial shipment of new products or enhancements to existing products. Although we attempt to resolve all errors that we believe would be considered serious by our customers before shipment to them, our
products are not error-free. These errors or performance problems could result in lost revenues or delays in customer acceptance and would be detrimental to our business and reputation. As is typical in the software industry, with each release we
have discovered errors in our products after introduction. We will not be able to detect and correct all errors before releasing our products commercially and these undetected errors could be significant. We cannot assure you that undetected errors
or performance problems in our existing or future products will not be discovered in the future or that known errors considered minor by us will not be considered serious by our customers, resulting in a decrease in our revenues.



Claims by third parties that we infringe their intellectual property rights may result in
costly litigation



In recent years, there has been
significant litigation in the United States involving patents and other intellectual property rights, particularly in the software and Internet-related industries. We could become subject to intellectual property infringement claims as the number of
our competitors grows and our products and services overlap with competitive offerings. Any of these claims, even if not meritorious, could be expensive to defend and could divert managements attention from operating our company. If we become
liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial award of damages and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing
intellectual property. We may be unable to develop noninfringing technology or obtain a license on commercially reasonable terms, if at all.



We may not be able to adequately protect our proprietary technology, and our competitors may be able to offer similar products and services that would harm our
competitive position



Our success depends upon our
proprietary technology. We rely primarily on copyright, trademark and trade secret laws, confidentiality procedures and contractual provisions to establish and protect our proprietary rights. As part of our confidentiality procedures, we enter into
non-disclosure agreements with our employees. Despite these precautions, third parties could copy or otherwise obtain and use our technology without authorization, or develop similar technology independently. In addition, we have two patents issued
in the United States and six patent applications pending in the United States. We cannot assure you that any patents will be issued for any of the pending patent applications. Even for the issued patent, or any patent issued to us in the future,
there can be no assurance that such patent will protect our intellectual property, or will not be challenged by third parties. Furthermore, effective protection of intellectual property rights is unavailable or limited in certain foreign countries.
We cannot assure you that the protection of our proprietary rights will be adequate or that our competitors will not independently develop similar technology, duplicate our products and services or design around any patents or other intellectual
property rights we hold.



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We do not have a comprehensive disaster recovery plan or back-up system, and a disaster could severely damage our
operations



We currently do not have a comprehensive
disaster recovery plan in effect and do not have fully redundant systems for our services at an alternate site. A disaster could severely harm our business because our services could be interrupted for an indeterminate length of time. Our operations
depend upon our ability to maintain and protect the computer systems needed for the day-to-day operation of Saba Learning ASP Edition. A number of these computer systems are located on or near known earthquake fault zones. Although these systems are
designed to be fault tolerant, they are vulnerable to damage from fire, floods, earthquakes, power loss, telecommunications failures and other events. Additionally, we do not carry sufficient business insurance to compensate us for all potential
losses that could occur.



We outsource the management and maintenance of our
hosted and ASP solutions to third parties and will depend upon them to provide adequate management and maintenance services



We rely on third parties to provide key components of our networks and systems. For instance, we rely on third-party Internet service providers to host
the Saba Enterprise Learning Suite for customers who desire to have these solutions hosted. We also rely on third-party communications service providers for the high-speed connections that link our and our Internet service providers Web
servers and office systems to the Internet. Any Internet or communications systems failure or interruption could result in disruption of our service or loss or compromise of customer orders and data. These failures, especially if they are prolonged
or repeated, would make our services less attractive to customers and tarnish our reputation.



We depend upon continuing our relationship with third-party integrators who support our solutions



Our success depends upon the acceptance and successful integration by customers of our products. We often rely on third-party systems integrators to
assist with implementation of our products. We will need to continue to rely on these systems integrators even as we increase the size of our professional services group. If large systems integrators fail to continue to support our solution or
commit resources to us, if any of our customers are not able to successfully integrate our solution or if we are unable to adequately train our existing systems integration partners, our business, operating results and financial condition could
suffer. In addition, we have only limited control over the level and quality of service provided by our current and future third-party integrators.



We may not be able to secure necessary funding in the future; additional funding may result in dilution to our stockholders



We require substantial working capital to fund our business. We have had
significant operating losses and negative cash flow from operations since inception and expect this to continue for the foreseeable future. We expect to use our available cash resources and credit facilities primarily to fund sales and marketing
activities, research and development, and continued operations, and possibly make future acquisitions. We believe that our existing capital resources will be sufficient to meet our capital requirements for the next twelve months. However, if our
capital requirements increase materially from those currently planned or if revenues fail to materialize, we may require additional financing sooner than anticipated. If additional funds are raised through the issuance of equity securities, the
percentage ownership of our stockholders will be reduced, stockholders may experience dilution, or such equity securities may have rights, preferences or privileges senior to those of the holders of our common stock. Additional financing may not be
available when needed on terms favorable to us or at all. If adequate funds are not available or are not available on acceptable terms, we may be unable to develop or enhance our products and services, take advantage of future opportunities or
respond to competitive pressures.



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Our past and future acquisitions may result in disruptions to our business if we fail to adequately integrate acquired
businesses



In March 2001, we acquired Human Performance
Technologies, Inc. and, in June 2001, we acquired Ultris Inc. As part of our overall business strategy, we expect to continue to acquire complementary businesses or technologies that will provide additional products or services offerings, additional
industry expertise or an expanded geographic presence. These acquisitions could result in the use of significant amounts of cash, potentially dilutive issuances of equity securities, or the incurrence of debt. In addition, any acquisition may
increase the risk of future write-offs for acquired in-process research and development, write-offs for the impairment of goodwill or long-lived assets, or amortization of expenses related to intangible assets, any of which could materially
adversely affect our business and our operating results. For example, as of February 29, 2004, our remaining goodwill balance was $5.3 million. Although these two acquisitions are fully integrated, future acquisitions involve numerous risks,
including:



| |  |  | difficulties in the assimilation of the operations, technologies, products and personnel of the acquired company;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | the diversion of managements attention from other business concerns;
| | - |  | ---------------------------------------------------------------------



| |  |  | risks of entering markets in which we have no or limited prior experience; and
| | - |  | ------------------------------------------------------------------------------



| |  |  | the potential loss of key employees of the acquired company.
| | - |  | ------------------------------------------------------------



Our stock price may fluctuate substantially



The market price for our common stock may be affected by a number of factors, including those described above and the following:



| |  |  | the announcement of new products and services or product and service enhancements by us or our competitors;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | quarterly variations in our results of operations or those of our competitors;
| | - |  | ------------------------------------------------------------------------------



| |  |  | changes in earnings estimates or recommendations by securities analysts that may follow our stock;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | developments in our industry; and
| | - |  | ---------------------------------



| |  |  | general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, the stock market in general, and the Nasdaq National Market and
technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies. Broad market and industry trends may also materially
and adversely affect the market price of our common stock, regardless of our actual operating performance. In the past, following periods of volatility in the market price of a companys securities, securities class-action litigation has often
been initiated against that company. Class-action litigation could result in substantial costs and a diversion of managements attention and resources.



Sales of shares eligible for future sale could cause our stock price to decline



If our stockholders sell substantial amounts of our common stock (including shares issued upon the exercise of outstanding
options and warrants) in the public market, the market price of our common stock could fall. Such sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.



The anti-takeover provisions in our charter documents could adversely
affect the rights of the holders of our common stock



Our
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws contain provisions that could make it harder for a third-party to acquire us without the consent of our board of directors. For example, if a potential acquiror were
to make a hostile bid for us, the acquiror would not be able to call a special meeting of stockholders to remove our board of directors or act by written consent without a meeting. In addition, our board of directors has staggered terms that make it
difficult to remove all directors at once. The acquiror would also be required to provide advance notice of its proposal to remove directors at an annual meeting. The acquiror will not be able to cumulate votes at a meeting, which will require the
acquiror to hold more shares to gain representation on the board of directors than if cumulative voting were permitted.



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Our board of directors also has the ability to issue preferred stock that would significantly dilute the
ownership of a hostile acquiror. In addition, Section 203 of the Delaware General Corporation Law limits business combination transactions with 15% stockholders that have not been approved by the board of directors. These provisions and other
similar provisions make it more difficult for a third party to acquire us without negotiation. These provisions may apply even if the offer may be considered beneficial by some stockholders.



Our board of directors could choose not to negotiate with an acquiror that it
did not feel was in our strategic interests. If the acquiror was discouraged from offering to acquire us or prevented from successfully completing a hostile acquisition by our anti-takeover measures, you could lose the opportunity to sell your
shares at a favorable price.



ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK



Interest Rate Risk



Our investments are made in accordance with an investment policy approved by our Board of Directors. All investments are carried at market value, which approximates cost. At February 29, 2004, all of our investments were considered
available-for-sale securities and the average maturity of our investment securities was approximately two months. The weighted average interest rate of our portfolio was approximately 1.1% at February 29, 2004. Due to the nature of our cash
equivalents and short-term investments, which consist of money market funds and a corporate bond, we believe that there is no material market risk exposure.



The revolving line of credit portion of our credit facility allows us to make draws at a variable interest rate of the banks Prime Rate plus between
1% and 2%. In February 2004, we borrowed $3.7 million against the line of credit, which was repaid in March 2004. Therefore, only future borrowings would be affected by changes in the market interest rates.



The equipment term loan portion of our credit facility allows us to make
draws at a fixed interest rate equal to the 36-month U.S. Treasury note plus 3.25% on the first $1.0 million of draws; additional draws after the first $1.0 million in draws are at either a variable interest rate equal to the greater of the 5.5% or
the banks Prime Rate plus 1.5% or a fixed interest rate equal to the 36-month U.S. Treasury note plus 3.7%. As of February 29, 2004, we had outstanding equipment term loans of $434,000 that carry fixed interest rates ranging from 4.9% to
6.90%. Therefore, only future borrowings on the equipment term loan portion of our credit facility would be affected by changes in market interest rates.



As of February 29, 2004, we also had an outstanding term loan of $833,000 that carried a variable interest rate based on the banks Prime Rate plus
1.25 %. If the banks Prime Rate were to change by 10% from its level at February 29, 2004, the impact would not be material to our financial position or results of operations.



Foreign Currency Risk



We provide our products and services to customers in the United States, Europe and elsewhere throughout the world. Sales are primarily made in U.S.
Dollars, and to a lesser but increasing extent, British Pounds and Euros. As we continue to expand our operations, more of our contracts may be denominated in Australian Dollars, Canadian Dollars and Japanese Yen. A strengthening of the U.S. Dollar
could make our products less competitive in foreign markets.



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Our exposure to foreign exchange rate fluctuations also arises in part from the translation of the
financial results of foreign subsidiaries into U.S. dollars in consolidation. As exchange rates vary, these results, when translated, may vary from expectations and adversely impact overall expected profitability.



ITEM 4. CONTROLS AND PROCEDURES



As of February 29, 2004, our management evaluated, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in this
report. There has been no change in our internal control over financial reporting that occurred during the fiscal quarter ended November 30, 2003 that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.



PART II OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



In
November 2001, a complaint was filed in the United States District Court for the Southern District of New York against us, certain of our officers and directors, and certain underwriters of our initial public offering. The complaint was purportedly
filed on behalf of a class of certain persons who purchased our common stock between April 6, 2000 and December 6, 2000. The complaint alleges violations by us and our officers and directors of the Securities Act of 1933 in connection with certain
alleged compensation arrangements entered into by the underwriters in connection with the offering. An amended complaint was filed in April 2002. Similar complaints have been filed against hundreds of other issuers that have had initial public
offerings since 1998. The complaints were later consolidated into a single action. On July 16, 2003, a committee of our board of directors conditionally approved a proposed partial settlement with the plaintiffs in this matter. The settlement would
provide, among other things, a release of us and of the individual defendants for the conduct alleged in the action to be wrongful in the amended complaint. We would agree to undertake other responsibilities under the partial settlement, including
agreeing to assign away, not assert, or release certain potential claims we may have against our underwriters. Any direct financial impact of the proposed settlement is expected to be borne by our insurers. The committee agreed to approve the
settlement subject to a number of conditions, including the participation of a substantial number of other issuer defendants in the proposed settlement, the consent of our insurers to the settlement, and the completion of acceptable final settlement
documentation. Furthermore, the settlement is subject to a hearing on fairness and approval by the court overseeing the initial public offering litigation. If the settlement is not finalized, we believe that the claim asserted by these lawsuits are
without merit, and intend to defend these actions vigorously. However, due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of the litigation. An unfavorable outcome in litigation could materially and
adversely affect our business, financial condition and results of operations.



On March 12, 2004, Docent, Inc. filed a compliant against Saba and two employees in the Circuit Court of Cook County, Illinois. The complaint alleges, among other things, that Saba and the two employees gained an
unfair competitive advantage by using Docent confidential employee information to solicit and hire certain Docent employees. In addition, the complaint alleges that Saba and the two employees used certain Docent proprietary information to interfere
with Docents client and prospective client relationships. The complaint seeks injunctive relief to prevent Saba and the two employees from using or disclosing Docent confidential information, hiring Docent employees and contacting Docent
clients or prospective clients, and does not state any specific claim for monetary damages. We believe that the complaint is without merit and intends to defend against it vigorously. Although no assurance can be given that this matter will be
resolved favorably, we believe that the resolution of this lawsuit will not have a material adverse effect on our financial position, results of operations or cash flows. Were an unfavorable outcome to occur, our business, financial condition and
results of operations could be materially and adversely affected.



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We are also party to various legal disputes and proceedings arising from the ordinary course of general
business activities. While, in the opinion of management, resolution of these matters is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows, the ultimate outcome of any
litigation is uncertain. An unfavorable outcome in litigation could materially and adversely affect our business, financial condition and results of operations.



ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS



None.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



Not applicable.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



ITEM 5. OTHER INFORMATION



None.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|a. |  | Exhibits
|-- |  | --------



See Exhibit Index following the signature page.



|b. |  | Reports on Form 8-K.
|-- |  | --------------------



On December 19, 2003, we filed a current report on Form 8-K in order to furnish our earnings press release for our preliminary financial results for the
second fiscal quarter ended November 30, 2003.



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SIGNATURES



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



|                      |  |  |  |                     |  |                               
|--------------------- |  |  |  | ------------------- |  | ------------------------------
|                      |  |  |  | SABA SOFTWARE, INC.
|                      |  |  | 
|Dated: April 14, 2004 |  |  |  | By:                 |  | /s/ Bobby Yazdani             
|                      |  |  |  |                     |  | Chief Executive Officer and   
|                      |  |  |  |                     |  | Chairman of the Board         
|                      |  |  |  |                     |  | (Principal Executive Officer) 
|                      |  |  | 
|                      |  |  |  | By:                 |  | /s/ Peter E. Williams III     
|                      |  |  |  |                     |  | Acting Chief Financial Officer
|                      |  |  |  |                     |  | (Principal Financial and      
|                      |  |  |  |                     |  | Accounting Officer)           



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EXHIBIT INDEX



|              |  |                                                                                                                                              
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Document                                                                                                                                     
|              | 
|3.1(1)        |  | Amended and Restated Certificate of Incorporation of the Company effective as of April 12, 2000.                                             
|              | 
|3.2(2)        |  | Amended and Restated Bylaws of the Company effective as of September 18, 2003.                                                               
|              | 
|3.3(3)        |  | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company effective as of May 12,
2003.                   
|              | 
|4.1           |  | Reference is made to Exhibits 3.1 and 3.2.                                                                                                   
|              | 
|10.15         |  | Amendment No. 1 to Amended and Restated Loan and Security Agreement between Silicon Valley Bank and the Company.                             
|              | 
|31.1          |  | Certification of Bobby Yazdani, Chief Executive Officer and Chairman of the Board, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|              | 
|31.2          |  | Certification of Peter E. Williams III, Acting Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.           
|              | 
|32.1          |  | Certification of Bobby Yazdani, Chief Executive Officer and Chairman of the Board, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|              | 
|32.2          |  | Certification of Peter E. Williams III, Acting Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.           

---

|(1) |  | Incorporated by reference to Exhibit 3.2 to the Companys Registration Statement on Form S-1 (Registration No. 333-95761) previously filed with the SEC.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by reference to the Companys quarterly report on Form 10-Q for the period ended August 31, 2003, previously filed with the SEC.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated by reference to the Companys quarterly report on Form 10-Q for the period ended November 30, 2003, previously filed with the SEC.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------