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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-Q



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(Mark One)

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



For the quarterly period ended November 30, 2004



OR



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



For the transition period from  to



Commission File Number: 0-26880



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VERITY, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0182779                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



894 Ross Drive

Sunnyvale, California 94089

(408) 541-1500

(Address, including zip code, and telephone number, including area code of principal executive offices)



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



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



The number of shares outstanding of the Registrants Common Stock,
$0.001 par value, was 37,768,678 as of December 31, 2004.



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##### Table of Contents

VERITY, INC.



FORM 10-Q



TABLE OF CONTENTS



|                               |  |                                                                                                                                                                                                      |  |     
|------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                                                                                                                                      |  | Page
|PART I. 
FINANCIAL INFORMATION |  |                                                                                                                                                                                                     
|                               |  |                                                                                                                                                                                                     
|Item 1.                        |  | Financial Statements                                                                                                                                                                                 |  | 3   
|                               |  | Condensed Consolidated Balance Sheets  As of November 30, 2004 and May 31, 2004                                                                                                                     |  | 3   
|                               |  | Condensed Consolidated Statements of Operations  For the Three Month Periods Ended November 30, 2004 and November 30, 2003, and the Six Month Periods Ended November 30, 2004 and November 30, 2003 |  | 4   
|                               |  | Condensed Consolidated Statements of Cash Flows  For the Six Month Periods Ended November 30, 2004 and November 30, 2003                                                                            |  | 5   
|                               |  | Notes to Condensed Consolidated Financial Statements                                                                                                                                                 |  | 6   
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                |  | 15  
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                           |  | 30  
|Item 4.                        |  | Controls and Procedures                                                                                                                                                                              |  | 31  
|                               | 
|PART II.
OTHER INFORMATION     |  |                                                                                                                                                                                                     
|                               |  |                                                                                                                                                                                                     
|Item 1.                        |  | Legal Proceedings                                                                                                                                                                                    |  | 33  
|Item 2.                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                                          |  | 33  
|Item 3.                        |  | Defaults upon Senior Securities                                                                                                                                                                      |  | 33  
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                                                                                                                                  |  | 33  
|Item 5.                        |  | Other Information                                                                                                                                                                                    |  | 34  
|Item 6.                        |  | Exhibits                                                                                                                                                                                             |  | 34  
|Signature                      |  | 35                                                                                                                                                                                                  



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1.Financial Statements



VERITY, INC.



CONDENSED
CONSOLIDATED BALANCE SHEETS

( In thousands, except per share data, unaudited)



|                                                                                                                               |  |                  |         |   |                   |   |         |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                               |  | November 30,2004 |         |   | May 31,      2004 |  
|ASSETS                                                                                                                         |  |                  |         |   |                   |   |         |  
|Current assets:                                                                                                                |  |                  |         |   |                   |   |         |  
|Cash and cash equivalents                                                                                                      |  | $                | 76,207  |   |                   | $ | 92,245  |  
|Short-term investments                                                                                                         |  |                  | 52,573  |   |                   |   | 25,256  |  
|Trade accounts receivable, net of allowance for doubtful accounts of $1,741 and $2,131                                         |  |                  | 32,101  |   |                   |   | 31,807  |  
|Deferred tax assets                                                                                                            |  |                  | 2,590   |   |                   |   | 2,482   |  
|Prepaid and other assets                                                                                                       |  |                  | 6,396   |   |                   |   | 4,636   |  
|                                                                                                                               |  |                  |         |   |                   |   |         |  
|Total current assets                                                                                                           |  |                  | 169,867 |   |                   |   | 156,426 |  
|                                                                                                                               |  |                 
|Property and equipment, net                                                                                                    |  |                  | 5,842   |   |                   |   | 4,272   |  
|Long-term investments                                                                                                          |  |                  | 81,780  |   |                   |   | 84,248  |  
|Deferred tax assets                                                                                                            |  |                  | 16,831  |   |                   |   | 17,884  |  
|Intangible assets, net                                                                                                         |  |                  | 21,475  |   |                   |   | 24,854  |  
|Goodwill                                                                                                                       |  |                  | 55,824  |   |                   |   | 55,824  |  
|Other assets                                                                                                                   |  |                  | 573     |   |                   |   | 573     |  
|                                                                                                                               |  |                  |         |   |                   |   |         |  
|Total assets                                                                                                                   |  | $                | 352,192 |   |                   | $ | 344,081 |  
|                                                                                                                               |  |                  |         |   |                   |   |         |  
|LIABILITIES                                                                                                                    |  |                  |         |   |                   |   |         |  
|Current liabilities:                                                                                                           |  |                  |         |   |                   |   |         |  
|Accounts payable                                                                                                               |  | $                | 3,034   |   |                   | $ | 2,855   |  
|Accrued compensation                                                                                                           |  |                  | 11,592  |   |                   |   | 10,086  |  
|Income tax payable                                                                                                             |  |                  | 6,415   |   |                   |   | 4,214   |  
|Deferred purchase payment                                                                                                      |  |                  | 570     |   |                   |   | 3,066   |  
|Other accrued liabilities                                                                                                      |  |                  | 6,212   |   |                   |   | 5,043   |  
|Deferred revenue                                                                                                               |  |                  | 21,731  |   |                   |   | 21,421  |  
|                                                                                                                               |  |                  |         |   |                   |   |         |  
|Total current liabilities                                                                                                      |  |                  | 49,554  |   |                   |   | 46,685  |  
|                                                                                                                               |  |                  |         |   |                   |   |         |  
|Non-current liabilities:                                                                                                       |  |                  |         |   |                   |   |         |  
|Deferred purchase payment                                                                                                      |  |                  |        |   |                   |   | 570     |  
|                                                                                                                               |  |                  |         |   |                   |   |         |  
|Total liabilities                                                                                                              |  |                  | 49,554  |   |                   |   | 47,255  |  
|                                                                                                                               |  |                  |         |   |                   |   |         |  
|STOCKHOLDERS EQUITY                                                                                                           |  |                  |         |   |                   |   |         |  
|Preferred stock, $0.001 par value:                                                                                             |  |                  |         |   |                   |   |         |  
|Authorized: 2,000 shares                                                                                                       |  |                  |         |   |                   |   |         |  
|Issued and outstanding: none                                                                                                   |  |                  |         |   |                   |   |         |  
|Common stock, $0.001 par value:                                                                                                |  |                  |         |   |                   |   |         |  
|Authorized: 200,000 shares; issued and outstanding: 37,651 shares as of November 30, 2004 and 37,280 shares as of May 31, 2004 |  |                  | 38      |   |                   |   | 37      |  
|Additional paid-in capital                                                                                                     |  |                  | 257,724 |   |                   |   | 259,245 |  
|Accumulated other comprehensive income                                                                                         |  |                  | 2,694   |   |                   |   | 2,249   |  
|Deferred stock compensation                                                                                                    |  |                  | (76     | ) |                   |   | (88     | )
|Retained earnings                                                                                                              |  |                  | 42,258  |   |                   |   | 35,383  |  
|                                                                                                                               |  |                  |         |   |                   |   |         |  
|Total stockholders equity                                                                                                     |  |                  | 302,638 |   |                   |   | 296,826 |  
|                                                                                                                               |  |                  |         |   |                   |   |         |  
|Total liabilities and stockholders equity                                                                                     |  | $                | 352,192 |   |                   | $ | 344,081 |  
|                                                                                                                               |  |                  |         |   |                   |   |         |  



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



3



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##### Table of Contents

VERITY, INC.



CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data, unaudited)



|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|------------------------------------------- |  | ------------------------------ | ------ | ---------------------------- | - | ------ |  | ---- | ------ |  | - | ------
|                                            |  | Three Months EndedNovember 30, |        | Six Months EndedNovember 30,
|                                            |  | 2004                           |        | 2003                         |   | 2004   |  | 2003
|Revenues:                                   |  |                                |        |                              |   |        |  |      |        |  |   |       
|Software products                           |  | $                              | 22,103 |                              | $ | 16,227 |  | $    | 41,795 |  | $ | 30,404
|Service and other                           |  |                                | 15,533 |                              |   | 12,672 |  |      | 30,463 |  |   | 25,098
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|Total revenues                              |  | $                              | 37,636 |                              | $ | 28,899 |  | $    | 72,258 |  | $ | 55,502
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|Costs of revenues:                          |  |                                |        |                              |   |        |  |      |        |  |   |       
|Software products                           |  |                                | 851    |                              |   | 429    |  |      | 1,584  |  |   | 768   
|Service and other                           |  |                                | 5,075  |                              |   | 3,288  |  |      | 10,049 |  |   | 6,676 
|Amortization of purchased intangible assets |  |                                | 1,690  |                              |   | 645    |  |      | 3,379  |  |   | 1,290 
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|Total costs of revenues                     |  |                                | 7,616  |                              |   | 4,362  |  |      | 15,012 |  |   | 8,734 
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|Gross profit                                |  |                                | 30,020 |                              |   | 24,537 |  |      | 57,246 |  |   | 46,768
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|Operating expenses:                         |  |                                |        |                              |   |        |  |      |        |  |   |       
|Research and development                    |  |                                | 5,851  |                              |   | 4,773  |  |      | 11,540 |  |   | 10,234
|Marketing and sales                         |  |                                | 14,874 |                              |   | 11,687 |  |      | 29,935 |  |   | 23,820
|General and administrative                  |  |                                | 4,604  |                              |   | 2,712  |  |      | 7,846  |  |   | 5,600 
|Restructuring charges                       |  |                                | 279    |                              |   | 972    |  |      | 377    |  |   | 972   
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|Total operating expenses                    |  |                                | 25,608 |                              |   | 20,144 |  |      | 49,698 |  |   | 40,626
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|Income from operations                      |  |                                | 4,412  |                              |   | 4,393  |  |      | 7,548  |  |   | 6,142 
|                                            |  |                                |        |                             
|Other income, net                           |  |                                | 1,591  |                              |   | 1,770  |  |      | 2,642  |  |   | 2,956 
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|Income before provision for income taxes    |  |                                | 6,003  |                              |   | 6,163  |  |      | 10,190 |  |   | 9,098 
|Provision for income taxes                  |  |                                | 1,640  |                              |   | 2,524  |  |      | 3,315  |  |   | 3,639 
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|Net income                                  |  | $                              | 4,363  |                              | $ | 3,639  |  | $    | 6,875  |  | $ | 5,459 
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|Net income per share  basic                |  | $                              | 0.12   |                              | $ | 0.10   |  | $    | 0.18   |  | $ | 0.15  
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|Net income per share  diluted              |  | $                              | 0.11   |                              | $ | 0.09   |  | $    | 0.18   |  | $ | 0.14  
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|Number of shares  basic                    |  |                                | 37,517 |                              |   | 37,579 |  |      | 37,350 |  |   | 37,542
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       
|Number of shares  diluted                  |  |                                | 38,684 |                              |   | 39,475 |  |      | 38,380 |  |   | 39,569
|                                            |  |                                |        |                              |   |        |  |      |        |  |   |       



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



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VERITY, INC.



CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

|                                                                                        |  |                              |          |   |      |   |          |  
|--------------------------------------------------------------------------------------- |  | ---------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                        |  | Six Months EndedNovember 30, |         
|                                                                                        |  | 2004                         |          |   | 2003 |  
|Cash flow from operating activities:                                                    |  |                              |          |   |      |   |          |  
|Net income                                                                              |  | $                            | 6,875    |   |      | $ | 5,459    |  
|Adjustment to reconcile net income to net cash provided (used) by operating activities: |  |                              |          |   |      |   |          |  
|Depreciation and amortization                                                           |  |                              | 4,800    |   |      |   | 3,031    |  
|Noncash restructuring charges                                                           |  |                              | 282      |   |      |   | 12       |  
|Allowance for doubtful accounts                                                         |  |                              | (390     | ) |      |   |         |  
|Deferred income taxes                                                                   |  |                              | 944      |   |      |   |         |  
|Amortization of premium on securities, net                                              |  |                              | 322      |   |      |   | 512      |  
|Amortization of deferred stock-based compensation                                       |  |                              | 12       |   |      |   |         |  
|Changes in operating assets and liabilities:                                            |  |                              |          |   |      |   |          |  
|Trade accounts receivable                                                               |  |                              | 1,129    |   |      |   | (2,515   | )
|Prepaid and other assets                                                                |  |                              | (1,720   | ) |      |   | (713     | )
|Accounts payable                                                                        |  |                              | 182      |   |      |   | (1,623   | )
|Accrued compensation                                                                    |  |                              | 1,211    |   |      |   | (975     | )
|Other accrued liabilities                                                               |  |                              | 2,974    |   |      |   | (146     | )
|Deferred revenue                                                                        |  |                              | (216     | ) |      |   | 270      |  
|                                                                                        |  |                              |          |   |      |   |          |  
|Net cash provided by operating activities                                               |  |                              | 16,405   |   |      |   | 3,312    |  
|                                                                                        |  |                              |          |   |      |   |          |  
|Cash flows from investing activities:                                                   |  |                              |          |   |      |   |          |  
|Acquisition of property and equipment                                                   |  |                              | (2,859   | ) |      |   | (1,015   | )
|Purchases of marketable securities                                                      |  |                              | (131,654 | ) |      |   | (213,149 | )
|Maturity of marketable securities                                                       |  |                              | 36,500   |   |      |   | 89,926   |  
|Proceeds from sale of marketable securities                                             |  |                              | 69,900   |   |      |   | 115,860  |  
|Cash paid for purchase of business                                                      |  |                              | (3,066   | ) |      |   |         |  
|                                                                                        |  |                              |          |   |      |   |          |  
|Net cash used by investing activities                                                   |  |                              | (31,179  | ) |      |   | (8,378   | )
|                                                                                        |  |                              |          |   |      |   |          |  
|Cash flows from financing activities:                                                   |  |                              |          |   |      |   |          |  
|Proceeds from the sale of common stock, net of issuance costs                           |  |                              | 14,293   |   |      |   | 14,498   |  
|Repurchases of common stock                                                             |  |                              | (15,815  | ) |      |   | (17,005  | )
|                                                                                        |  |                              |          |   |      |   |          |  
|Net cash used by financing activities                                                   |  |                              | (1,522   | ) |      |   | (2,507   | )
|Effect of exchange rate changes on cash                                                 |  |                              | 258      |   |      |   | 175      |  
|                                                                                        |  |                              |          |   |      |   |          |  
|Net decrease in cash and cash equivalents                                               |  |                              | (16,038  | ) |      |   | (7,398   | )
|Cash and cash equivalents-beginning of period                                           |  |                              | 92,245   |   |      |   | 85,672   |  
|                                                                                        |  |                              |          |   |      |   |          |  
|Cash and cash equivalents-end of period                                                 |  | $                            | 76,207   |   |      | $ | 78,274   |  
|                                                                                        |  |                              |          |   |      |   |          |  
|Supplemental disclosures of cash flow information:                                      |  |                              |          |   |      |   |          |  
|Cash paid for interest                                                                  |  | $                            | 68       |   |      | $ | 4        |  
|                                                                                        |  |                              |          |   |      |   |          |  
|Cash paid for income taxes                                                              |  | $                            | (159     | ) |      | $ | 706      |  
|                                                                                        |  |                              |          |   |      |   |          |  



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



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VERITY, INC.



NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

(Information as of November 30, 2004 and for the three and six months ended November 30, 2004 and
the three and six months ended November 30, 2003 is unaudited)



1.
Interim Financial Data



The unaudited condensed
consolidated financial statements for Verity, Inc. (the Company or Verity) as of November 30, 2004 and May 31, 2004 and for the three and six month periods ended November 30, 2004 and 2003 have been prepared on the same basis
as the Companys audited financial statements and, in the opinion of management, include all material adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations
in accordance with generally accepted accounting principles. Although certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted
pursuant to the rules and regulations of the Securities and Exchange Commission, the Company believes the disclosures made are adequate to make the information presented not misleading. The accompanying financial statements should be read in
conjunction with the Companys annual financial statements contained in the Companys Annual Report on Form 10-K for the year ended May 31, 2004.



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Managements estimates, judgments and assumptions are continually evaluated based on available information and experience; however, actual amounts could differ from those estimates. Certain prior period balances have been
reclassified to conform to current period presentation.



The
consolidated financial statements include the accounts of Verity, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.



The Companys condensed consolidated balance sheet as of May 31, 2004 was derived from the Companys audited
financial statements, but does not include all disclosures necessary for the presentation to be in accordance with generally accepted accounting principles.



2. Accounting for Computation of Net Income Per Share and Stock-Based Compensation



Basic net income per share is computed using the weighted average number of common shares outstanding during the period.
Diluted net income per share is computed using the weighted average number of common and potential common shares outstanding during the period. Dilutive potential common shares consist of in-the-money stock options.
In-the-money options are those for which the exercise price is lower than the average market price of the Companys common stock during the period. For the three months ended November 30, 2004 and 2003, 13,368,145 and 10,705,517
anti-dilutive weighted potential shares have been excluded from the diluted net income per share calculation. For the six months ended November 30, 2004 and 2003, 14,693,588 and 10,542,842 anti-dilutive weighted potential shares have been excluded
from the diluted net income per share calculation.



The Company
accounts for stock-based employee compensation arrangements under compensatory plans using the intrinsic value method, which calculates compensation expense based on the difference, if any, on the date of the grant, between the fair value of the
Companys stock and the option exercise price.



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Generally accepted accounting principles require companies that choose to account for stock option grants
using the intrinsic value method also to determine the fair value of option grants using a stock option pricing model such as the Black-Scholes model and to disclose the impact of fair value accounting in a note to the financial statements. The
impact of recognizing the fair value of option grants and stock grants under the Companys employee stock option and stock purchase plans as an operating expense would have reduced the Companys net income to a net loss, as follows (in
thousands, except per share amounts):



|                                                                                             |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  
|-------------------------------------------------------------------------------------------- |  | ------------------------------ | ------ | - | ---------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------- | -
|                                                                                             |  | Three Months EndedNovember 30, |        |   | Six Months EndedNovember 30, |  
|                                                                                             |  | 2004                           |        |   | 2003                         |   |        | 2004 |  |   | 2003   |  
|Net income                                                                                   |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  
|Net income  as reported                                                                     |  | $                              | 4,363  |   |                              | $ | 3,639  |      |  | $ | 6,875  |   |  | $ | 5,459   |  
|                                                                                             |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  
|Deduct: Total SFAS 123 stock-based employee compensation expense, net of related tax effects |  |                                | (3,970 | ) |                              |   | (7,542 | )    |  |   | (9,371 | ) |  |   | (16,755 | )
|                                                                                             |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  
|Add: Stock compensation expense included in reported net income, net of related tax effects  |  |                                | 4      |   |                              |   | 0      |      |  |   | 7      |   |  |   | 5       |  
|                                                                                             |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  
|Net loss  pro forma                                                                         |  | $                              | 397    |   |                              | $ | (3,903 | )    |  | $ | (2,489 | ) |  | $ | (11,291 | )
|                                                                                             |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  
|                                                                                             |  |                                |        |  
|Earnings per share                                                                           |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  
|Net income per share  basic  as reported                                                   |  | $                              | 0.12   |   |                              | $ | 0.10   |      |  | $ | 0.18   |   |  | $ | 0.15    |  
|                                                                                             |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  
|Net loss per share  basic  pro forma                                                       |  | $                              | 0.01   |   |                              | $ | (0.10  | )    |  | $ | (0.07  | ) |  | $ | (0.30   | )
|                                                                                             |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  
|Net income per share  diluted  as reported                                                 |  | $                              | 0.11   |   |                              | $ | 0.09   |      |  | $ | 0.18   |   |  | $ | 0.14    |  
|                                                                                             |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  
|Net loss per share  diluted  pro forma                                                     |  | $                              | 0.01   |   |                              | $ | (0.10  | )    |  | $ | (0.07  | ) |  | $ | (0.30   | )
|                                                                                             |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  
|Number of shares used in basic  as reported calculation                                     |  |                                | 37,517 |   |                              |   | 37,579 |      |  |   | 37,350 |   |  |   | 37,542  |  
|                                                                                             |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  
|Number of shares used in diluted as reported calculation                                    |  |                                | 38,684 |   |                              |   | 39,475 |      |  |   | 38,380 |   |  |   | 39,569  |  
|                                                                                             |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  
|Number of shares used in basic and diluted  pro forma calculation                           |  |                                | 37,517 |   |                              |   | 37,579 |      |  |   | 37,350 |   |  |   | 37,542  |  
|                                                                                             |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |         |  



The Company calculated
the fair value of each option grant on the date of grant using the Black-Scholes option pricing model. The following weighted average assumptions were used for each respective period:



|                        |  |                                |   |  |                              |   |  |            |   |  |            |  
|----------------------- |  | ------------------------------ | - |  | ---------------------------- | - |  | ---------- | - |  | ---------- | -
|                        |  | Three Months EndedNovember 30, |   |  | Six Months EndedNovember 30, |  
|                        |  | 2004                           |   |  | 2003                         |   |  | 2004       |   |  | 2003       |  
|Stock Option Plans      |  |                                |   |  |                              |   |  |            |   |  |            |  
|Expected volatility     |  | 74                             | % |  | 93                           | % |  | 77         | % |  | 89         | %
|Risk-free interest rate |  | 3.12                           | % |  | 2.20                         | % |  | 3.19       | % |  | 2.07       | %
|Expected life           |  | 4.11 years                     |   |  | 4.00 years                   |   |  | 4.09 years |   |  | 4.00 years |  
|Expected dividend yield |  | 0.00                           | % |  | 0.00                         | % |  | 0.00       | % |  | 0.00       | %
|                        |  |                                |   | 
|Stock Purchase Plan     |  |                                |   |  |                              |   |  |            |   |  |            |  
|Expected volatility     |  | 49                             | % |  | 68                           | % |  | 49         | % |  | 76         | %
|Risk-free interest rate |  | 1.6                            | % |  | 1.38                         | % |  | 1.60       | % |  | 1.38       | %
|Expected life           |  | 0.81 year                      |   |  | 1.00 year                    |   |  | 0.81 year  |   |  | 1.00 year  |  
|Expected dividend yield |  | 0.00                           | % |  | 0.00                         | % |  | 0.00       | % |  | 0.00       | %



The FASB has recently
published Statement 123R, which requires public companies to comply as of the first interim or annual reporting period beginning after June 15, 2005. In fiscal year 2006, the Company will then be required to record any compensation expense using the
fair value method in connection with option grants to employees that have an exercise price at or above fair market value at the grant date and for shares issued under its employee stock purchase plan.



3. Investments



The Company maintains investment portfolio holdings of various issuers, types and maturities. These investments consist of
corporate obligations that include commercial paper, corporate bonds and notes and United States government agency securities. These securities are classified as available-for-sale and are carried at fair value based on quoted market
prices. These securities are subject to interest rate risk and will decline in value if market interest rates increase. Consequently, they are recorded on the consolidated balance sheet at fair value with unrealized gains and losses reported as a
separate component of accumulated other comprehensive income (loss) in stockholders equity.



These securities are not leveraged and are held for purposes other than trading. Additionally, the Company has the ability to hold these investments until
maturity and, therefore, the Company would not expect to recognize an adverse impact on income or cash flows. The Company recorded no impairment losses for the three and six months ended November 30, 2004.



As of November 30, 2004, available-for-sale securities consist of the
following (in thousands):



|                          |  |                |         |                       |   |      |            |  |   |        
|------------------------- |  | -------------- | ------- | --------------------- | - | ---- | ---------- |  | - | -------
|                          |  | Amortized Cost |         | Net Unrealized Losses |   |      | Fair Value
|Short-term investments:   |  |                |         |                       |   |      |            |  |   |        
|Market auction securities |  | $              | 25,850  |                       | $ |     |            |  | $ | 25,850 
|Municipal securities      |  |                | 10,500  |                       |   |     |            |  |   | 10,500 
|Corporate notes           |  |                | 8,778   |                       |   | (14  | )          |  |   | 8,764  
|Government securities     |  |                | 7,500   |                       |   | (41  | )          |  |   | 7,459  
|                          |  |                |         |                       |   |      |            |  |   |        
|Short-term investments    |  |                | 52,628  |                       |   | (55  | )          |  |   | 52,573 
|                          |  |                |         |                       |   |      |            |  |   |        
|Long-term investments:    |  |                |         |                       |   |      |            |  |   |        
|Municipal securities      |  |                | 2,375   |                       |   | (37  | )          |  |   | 2,338  
|Corporate notes           |  |                | 8,689   |                       |   | (95  | )          |  |   | 8,594  
|Government securities     |  |                | 71,517  |                       |   | (669 | )          |  |   | 70,848 
|                          |  |                |         |                       |   |      |            |  |   |        
|Long-term investments     |  |                | 82,581  |                       |   | (801 | )          |  |   | 81,780 
|                          |  |                |         |                       |   |      |            |  |   |        
|Total investments         |  | $              | 135,209 |                       | $ | (856 | )          |  | $ | 134,353
|                          |  |                |         |                       |   |      |            |  |   |        



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At November 30, 2004, scheduled maturities of investments classified as available-for-sale are as follows
(in thousands):



|                                    |  |   |        
|----------------------------------- |  | - | -------
|Within one year                     |  | $ | 52,573 
|After one year through two years    |  |   | 56,663 
|After two years through three years |  |   | 25,117 
|After three years                   |  |   |       
|                                    |  |   |        
|                                    |  | $ | 134,353
|                                    |  |   |        



As of May 31, 2004,
available-for-sale securities consist of the following (in thousands):



|                          |  |                |         |                              |   |      |            |  |   |        
|------------------------- |  | -------------- | ------- | ---------------------------- | - | ---- | ---------- |  | - | -------
|                          |  | Amortized Cost |         | Net Unrealized Gains(Losses) |   |      | Fair Value
|Short-term investments:   |  |                |         |                              |   |      |            |  |   |        
|Market auction securities |  | $              | 4,000   |                              | $ |     |            |  | $ | 4,000  
|Municipal securities      |  |                | 1,000   |                              |   |     |            |  |   | 1,000  
|Corporate notes           |  |                | 13,729  |                              |   | 40   |            |  |   | 13,769 
|Government securities     |  |                | 6,500   |                              |   | (13  | )          |  |   | 6,487  
|                          |  |                |         |                              |   |      |            |  |   |        
|Short-term investments    |  |                | 25,229  |                              |   | 27   |            |  |   | 25,256 
|                          |  |                |         |                              |   |      |            |  |   |        
|Long-term investments:    |  |                |         |                              |   |      |            |  |   |        
|Municipal securities      |  |                | 2,375   |                              |   | (36  | )          |  |   | 2,339  
|Corporate notes           |  |                | 6,122   |                              |   | (64  | )          |  |   | 6,058  
|Government securities     |  |                | 76,506  |                              |   | (655 | )          |  |   | 75,851 
|                          |  |                |         |                              |   |      |            |  |   |        
|Long-term investments     |  |                | 85,003  |                              |   | (755 | )          |  |   | 84,248 
|                          |  |                |         |                              |   |      |            |  |   |        
|Total investments         |  | $              | 110,232 |                              | $ | (728 | )          |  | $ | 109,504
|                          |  |                |         |                              |   |      |            |  |   |        



At May 31, 2004,
scheduled maturities of investments classified as available-for-sale are as follows (in thousands):



|                                    |  |   |        
|----------------------------------- |  | - | -------
|Within one year                     |  | $ | 25,256 
|After one year through two years    |  |   | 37,177 
|After two years through three years |  |   | 47,071 
|After three years                   |  |   |       
|                                    |  |   |        
|                                    |  | $ | 109,504
|                                    |  |   |        



4. Deferred Purchase Payment



On December 17, 2002, the Company completed the purchase
of certain assets and obligations of Inktomi Corporations enterprise search software business. Of the total purchase price, the Company deferred $3.0 million in order to secure Inktomis indemnification obligations under the Purchase
Agreement. On June 17, 2004, the Company made the obligated payment to Inktomi/Yahoo! of approximately $3.1 million representing the sum of (i) $3.0 million plus (ii) $0.06 million in simple interest thereon calculated from December 17, 2002 through
the date of payment at an annual rate of 1.5%.



On March 3,
2004, the Company completed the NativeMinds strategic asset purchase for $3.9 million. Of the total purchase, the Company deferred $0.8 million to secure NativeMinds indemnification obligations under the Purchase Agreement. The Company paid
$0.2 million of this deferred payment obligation in the fourth quarter of fiscal 2004 and believes that NativeMinds will meet the remaining indemnification obligations under the agreement and the Company will be obligated to pay the remaining $0.6
million in September of 2005.



On November 30, 2004, the
remaining deferred purchased payment was categorized as a short-term liability as the payment was due less than twelve months from this date.



8



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##### Table of Contents

5. Comprehensive Income



Comprehensive income is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and
circumstances from non-operational sources, such as foreign currency translation gains and losses and unrealized gains and losses on fixed income securities that are reflected in stockholders equity instead of net income. The following table
sets forth the calculation of comprehensive income (in thousands):



|                                                                  |  |                               |       |   |                             |   |       |      |  |   |       |   |  |   |       |  
|----------------------------------------------------------------- |  | ----------------------------- | ----- | - | --------------------------- | - | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                                  |  | Three Months EndedNovember 30 |       |   | Six Months EndedNovember 30 |  
|                                                                  |  | 2004                          |       |   | 2003                        |   |       | 2004 |  |   | 2003  |  
|Net Income                                                        |  | $                             | 4,363 |   |                             | $ | 3,639 |      |  | $ | 6,875 |   |  | $ | 5,459 |  
|Foreign currency translation gain                                 |  |                               | 601   |   |                             |   | 475   |      |  |   | 530   |   |  |   | 227   |  
|Unrealized (loss) on available-for-sale investments, net of taxes |  |                               | (361  | ) |                             |   | (60   | )    |  |   | (85   | ) |  |   | (929  | )
|                                                                  |  |                               |       |   |                             |   |       |      |  |   |       |   |  |   |       |  
|Comprehensive income                                              |  | $                             | 4,603 |   |                             | $ | 4,054 |      |  | $ | 7,320 |   |  | $ | 4,757 |  
|                                                                  |  |                               |       |   |                             |   |       |      |  |   |       |   |  |   |       |  



6. Business Segment



Substantially all of the Companys revenues result from the sale of
the Companys software products and related services. Accordingly, the Company considers itself to be in a single reporting segment, specifically the license, implementation, and support of its software. The Companys chief operating
decision-making group reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by geographic region for purposes of making operating decisions and assessing financial performance.



The Company also has sales and marketing operations located in
the Netherlands, the United Kingdom, France, Germany, South Africa, Mexico, Australia, Japan, Italy and a development and technical support operation in Canada. Foreign branch and subsidiary revenues consist primarily of maintenance and consulting
services and are being allocated based on foreign branch and subsidiary location. Disclosed in the table below is geographic information for any individual country comprising greater than 10% of the Companys total revenues or greater than 10%
of the Companys long-lived assets. Rest of world (ROW) includes Australia, Canada, Japan, Mexico and South Africa.



|               |  |                                |        |                              |   |        |  |      |        |  |   |       
|-------------- |  | ------------------------------ | ------ | ---------------------------- | - | ------ |  | ---- | ------ |  | - | ------
|               |  | Three Months EndedNovember 30, |        | Six Months EndedNovember 30,
|               |  | 2004                           |        | 2003                         |   | 2004   |  | 2003
|               |  | (in thousands)                
|Revenues:      |  |                                |        |                              |   |        |  |      |        |  |   |       
|USA            |  | $                              | 25,601 |                              | $ | 19,539 |  | $    | 49,430 |  | $ | 37,130
|United Kingdom |  |                                | 2,915  |                              |   | 3,048  |  |      | 6,279  |  |   | 5,689 
|Other Europe   |  |                                | 6,676  |                              |   | 4,227  |  |      | 11,783 |  |   | 8,211 
|ROW            |  |                                | 2,444  |                              |   | 2,085  |  |      | 4,766  |  |   | 4,472 
|               |  |                                |        |                              |   |        |  |      |        |  |   |       
|Consolidated   |  | $                              | 37,636 |                              | $ | 28,899 |  | $    | 72,258 |  | $ | 55,502
|               |  |                                |        |                              |   |        |  |      |        |  |   |       



Long-lived assets of
geographic areas are those assets used in the Companys operations in each area and exclude financial instruments and deferred tax assets.



|                   |  |                  |       
|------------------ |  | ---------------- | ------
|                   |  | November 30,2004
|                   |  | (in thousands)  
|Long-lived assets: |  |                  |       
|USA                |  | $                | 82,584
|United Kingdom     |  |                  | 113   
|Other Europe       |  |                  | 246   
|Canada             |  |                  | 749   
|ROW                |  |                  | 22    
|                   |  |                  |       
|Consolidated       |  | $                | 83,714
|                   |  |                  |       



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##### Table of Contents

Total revenues outside the U.S., which are summarized in the following table, consist of export sales (shipped from the
U.S. to non-U.S. locations) and sales derived from the Companys foreign operations.



|                         |  |                                |        |                              |   |       |  |      |        |  |   |       
|------------------------ |  | ------------------------------ | ------ | ---------------------------- | - | ----- |  | ---- | ------ |  | - | ------
|                         |  | Three Months EndedNovember 30, |        | Six Months EndedNovember 30,
|                         |  | 2004                           |        | 2003                         |   | 2004  |  | 2003
|                         |  | (in thousands)                
|Revenues outside the US: |  |                                |        |                              |   |       |  |      |        |  |   |       
|Export                   |  | $                              | 6,979  |                              | $ | 4,741 |  | $    | 13,034 |  | $ | 9,626 
|Foreign Operations       |  |                                | 5,056  |                              |   | 4,619 |  |      | 9,794  |  |   | 8,746 
|                         |  |                                |        |                              |   |       |  |      |        |  |   |       
|Total                    |  | $                              | 12,035 |                              | $ | 9,360 |  | $    | 22,828 |  | $ | 18,372
|                         |  |                                |        |                              |   |       |  |      |        |  |   |       



No single customer
accounted for more than 10% of the Companys total revenues for the three and six month periods ended November 30, 2004 and November 30, 2003. The percentage of total revenues derived from sales to the United States federal and state
governments and their agencies were:



|                             |  |                                |   |  |                              |   |  |      |   |  |      |  
|---------------------------- |  | ------------------------------ | - |  | ---------------------------- | - |  | ---- | - |  | ---- | -
|                             |  | Three Months EndedNovember 30, |   |  | Six Months EndedNovember 30, |  
|                             |  | 2004                           |   |  | 2003                         |   |  | 2004 |   |  | 2003 |  
|Percentage of total revenues |  | 8.2                            | % |  | 9.8                          | % |  | 10.2 | % |  | 10.6 | %



7. Stock Repurchase Program



In June 2003, the Company announced a stock repurchase
program of up to $50 million to repurchase shares of its common stock during its fiscal year ended May 31, 2004. On June 22, 2004, the Companys Board of Directors approved a new stock repurchase program authorizing the repurchase of up to $50
million of common stock in fiscal 2005. The Company repurchased and retired 658,799 and 663,837 shares, valued at approximately $8.4 million and $10.0 million in the three month periods ended November 30, 2004 and 2003, respectively. The Company
repurchased and retired 1,230,691 and 1,190,987 shares, valued at approximately $15.8 million and $17.0 million in the six month periods ended November 30, 2004 and 2003, respectively. The new program will terminate at the end of the fiscal year
ending May 31, 2005 unless amended by the Board of Directors.



8.
Restructuring Costs



During the three months period ended
August 31, 2004, the Company incurred a facility restructuring charge of $0.1 million related to the closing of its UK Cardiff facility in July of 2004. The employees and operations of the Cardiff UK office were moved and consolidated into the
Companys existing facility in the UK. Additionally, during the three months periods ended November 30, 2004, the Company incurred a facility restructuring charge of $0.3 million related to the consolidation and subletting of approximately
14,000 square feet in its San Diego facility the Company formerly occupied by Cardiff.



The Company had two restructuring activities in fiscal 2004. As a result of the Companys Cardiff Software acquisition, the Company recorded a $0.3 million restructuring charge related to positions the Company
identified to be redundant in its quarter ended May 31, 2004. In November 2003, the Company implemented a worldwide restructuring to focus on reducing expenses and improving efficiency due to continued macro-economic and capital spending issues
affecting the software industry. In connection with the restructuring, the Company recorded a $1.0 million charge in its quarter ended November 30, 2003, of which approximately $0.9 million was related to severance costs associated with the
reduction in the worldwide workforce by approximately 40 employees and approximately $0.1 million to legal and other outside services.



10



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##### Table of Contents

The following tables sets forth the components of the accrued restructuring chargesfor fiscal year 2005 (in
thousands):



|                     |  |                        |  |                     |   |  |                          |  |       |  
|-------------------- |  | ---------------------- |  | ------------------- | - |  | ------------------------ |  | ----- | -
|                     |  | InvoluntaryTermination |  | Facilitiesand other |   |  | Legal andoutsideservices |  | Total |  
|At May 31, 2004      |  | 259                    |  | 103                 |   |  |                         |  | 362   |  
|                     |  |                        |  |                    
|Charges              |  |                       |  | 98                  |   |  |                         |  | 98    |  
|Payments             |  |                       |  | (11                 | ) |  |                         |  | (11   | )
|Adjustments          |  |                       |  |                    |   |  |                         |  |      |  
|At August 31, 2004   |  | 259                    |  | 190                 |   |  |                         |  | 449   |  
|                     |  |                        |  |                    
|Charges              |  |                       |  | 331                 |   |  |                         |  | 331   |  
|Payments             |  |                       |  | (77                 | ) |  |                         |  | (77   | )
|Adjustments          |  |                       |  | (52                 | ) |  |                         |  | (52   | )
|At November 30, 2004 |  | 259                    |  | 392                 |   |  |                         |  | 651   |  



The following tables sets forth the
components of the accrued restructuring chargesfor fiscal year 2004 ( in thousands):



|                     |  |                         |   |  |            |   |  |                            |   |  |       |  
|-------------------- |  | ----------------------- | - |  | ---------- | - |  | -------------------------- | - |  | ----- | -
|                     |  | Involuntary Termination |   |  | Facilities |   |  | Legal and outside services |   |  | Total |  
|At May 31, 2003      |  | 50                      |   |  | 163        |   |  |                            |   |  | 213   |  
|                     |  |                         |   | 
|Charges              |  |                         |   |  |            |   |  |                            |   |  |      |  
|Payments             |  | (16                     | ) |  | (13        | ) |  |                            |   |  | (29   | )
|Adjustments          |  |                         |   |  |            |   |  |                            |   |  |      |  
|At August 31, 2003   |  | 34                      |   |  | 150        |   |  |                           |   |  | 184   |  
|                     |  |                         |   | 
|Charges              |  | 906                     |   |  |            |   |  | 66                         |   |  | 972   |  
|Payments             |  | (872                    | ) |  | (13        | ) |  | (38                        | ) |  | (923  | )
|Adjustments          |  | (5                      | ) |  |            |   |  |                            |   |  | (5    | )
|At November 30, 2003 |  | 63                      |   |  | 137        |   |  | 28                         |   |  | 228   |  



The Company expects
that all severance related accrued restructuring costs will be paid in the third fiscal quarter of 2005 in accordance with the underlying severance agreements, and all accrued costs related to facilities and other will be paid by October 2005.



9. Goodwill and Other Intangible Assets



In accordance with FAS 142, the Company no longer amortizes goodwill but will test it for
impairment annually or whenever events or changes in circumstances suggest that the carrying amount may not be recoverable.



11



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##### Table of Contents

The following table sets forth the carrying amount of goodwill (in thousands).



|                                |  |                  |        |   |             |   |        |  
|------------------------------- |  | ---------------- | ------ | - | ----------- | - | ------ | -
|                                |  | November 30,2004 |        |   | May 31,2004 |  
|Goodwill:                       |  |                  |        |   |             |   |        |  
|Gross carrying amount           |  | $                | 56,447 |   |             | $ | 56,447 |  
|Less: accumulated amortization  |  |                  | (623   | ) |             |   | (623   | )
|                                |  |                  |        |   |             |   |        |  
|Net carrying amount of goodwill |  | $                | 55,824 |   |             | $ | 55,824 |  
|                                |  |                  |        |   |             |   |        |  



The following tables set forth the
carrying amount of other intangible assets that will continue to be amortized.



|                              |  |                      |        |                         |   |                    |  |   |       
|----------------------------- |  | -------------------- | ------ | ----------------------- | - | ------------------ |  | - | ------
|                              |  | November 30, 2004   
|                              |  | Gross CarryingAmount |        | AccumulatedAmortization |   | Net CarryingAmount
|                              |  |                      |        | (in thousands)          |   |                   
|Developed Technology          |  | $                    | 26,468 |                         | $ | 7,566              |  | $ | 18,902
|Customer Base-Relationship    |  |                      | 2,488  |                         |   | 445                |  |   | 2,043 
|Tradename                     |  |                      | 644    |                         |   | 114                |  |   | 530   
|                              |  |                      |        |                         |   |                    |  |   |       
|Total other intangible assets |  |                      | 29,600 |                         |   | 8,125              |  |   | 21,475
|                              |  |                      |        |                         |   |                    |  |   |       
|                              | 
|                              |  | May 31, 2004        
|                              |  | Gross CarryingAmount |        | AccumulatedAmortization |   | Net CarryingAmount
|                              |  |                      |        | (in thousands)          |   |                   
|Developed Technology          |  | $                    | 26,468 |                         | $ | 4,579              |  | $ | 21,889
|Customer Base-Relationship    |  |                      | 2,488  |                         |   | 134                |  |   | 2,354 
|Tradename                     |  |                      | 644    |                         |   | 34                 |  |   | 610   
|                              |  |                      |        |                         |   |                    |  |   |       
|Total other intangible assets |  |                      | 29,600 |                         |   | 4,747              |  |   | 24,853
|                              |  |                      |        |                         |   |                    |  |   |       



12



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##### Table of Contents

Total amortization expense of intangible assets related to acquisitions is set forth in the table below ( in thousands
):



|                              |  |                                |       |                              |   |      |  |      |       |  |   |      
|----------------------------- |  | ------------------------------ | ----- | ---------------------------- | - | ---- |  | ---- | ----- |  | - | -----
|                              |  | Three Months endedNovember 30, |       | Six Months endedNovember 30,
|                              |  | 2004                           |       | 2003                         |   | 2004 |  | 2003
|Developed Technology          |  | $                              | 1,494 |                              | $ | 645  |  | $    | 2,987 |  | $ | 1,290
|Customer Base-Relationship    |  |                                | 156   |                              |   |     |  |      | 311   |  |   |     
|Tradename                     |  |                                | 40    |                              |   |     |  |      | 81    |  |   |     
|                              |  |                                |       |                              |   |      |  |      |       |  |   |      
|Total other intangible assets |  | $                              | 1,690 |                              | $ | 645  |  | $    | 3,379 |  | $ | 1,290
|                              |  |                                |       |                              |   |      |  |      |       |  |   |      



The total expected future annual
amortization of intangible assets related to acquisition is set forth in the table below:



|                |  |                    |       
|--------------- |  | ------------------ | ------
|                |  | FutureAmortization
|                |  | (in thousands)    
|2005 (6 months) |  | $                  | 3,379 
|2006            |  |                    | 6,758 
|2007            |  |                    | 6,758 
|2008            |  |                    | 4,580 
|2009            |  |                    |      
|2010            |  |                    |      
|                |  |                    |       
|TOTAL           |  | $                  | 21,475
|                |  |                    |       



10. Legal Proceedings



On October 22, 2004, Inxight Software, Inc., a privately
held company, filed a complaint in the Superior Court of California for the County of Santa Clara against the Company alleging, among other things, breach of contract and trade secret misappropriation, and that the Company had otherwise exceeded its
rights under its license agreement with Inxight. Inxight is seeking, among other things, monetary damages of at least $1 million and injunctive relief commanding the Company to cease distributing Inxights product to the Company K2 product-line
OEM customers.



On December 3, 2004, the Company filed an
answer and cross-complaint against Inxight, in response to Inxights complaint that was filed on October 22. The Companys answer and cross-complaint seek a declaration that the Company has acted within its rights under the license
agreement, and that Inxights purported termination of the license subsequent to the filing of its complaint was invalid. In addition, the Companys cross-claim alleges that Inxight itself has breached the license by purporting to
terminate the parties license without cause, and that it has wrongfully interfered in the Companys business operations, and that such breach and wrongful conduct has caused injury to the Company in excess of $1 million. The Company also
alleges that Inxight wrongfully induced one of the Companys former employees, who is now employed at Inxight, to breach certain confidentiality obligations related to confidential and proprietary information of the Company.



The Company believes that its legal positions are meritorious, and it intends
to vigorously prosecute the litigation in order to confirm its rights. In addition, on November 29, 2004, the Company entered into license agreements with two software companies providing technology that is substantially similar to that provided by
Inxight. Accordingly, the Company does not expect that this dispute with Inxight will have a material effect on its results of operations.



11. Subsequent Events



On December 16, 2004, for an all cash payment of approximately $8 million, the Company signed and closed its acquisition of Dralasoft Inc., a privately
held software company based in Westminster, Colorado, and a leading innovator of Java-based technology



13



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for Business Process Management. Dralasoft had been in operation since 2000 serving customers such as Xerox, General Dynamics and Sony. The Dralasoft
acquisition will be accounted for using the purchase method of accounting. The results of operation of Dralasoft as a wholly-owned subsidiary will be included in the Companys Consolidated Financial Statements from the date of acquisition.



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##### Table of Contents

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



The following discussion should be read in conjunction with the consolidated financial statements and related notes, which appear in our Annual Report
on Form 10-K for the fiscal year ended May 31, 2004. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly under the heading Risks Relating to Our Operations below.



Overview



We are a leading provider of intellectual capital management software that enables our customers to maximize their return on
their information assets. The intellectual capital management software market is in great part the convergence of many core markets in which we have participated for years, including search, corporate portals, and e-commerce, as well as markets that
we have recently entered, including question and answer interfaces, and content capture and process automation, among others.



We develop, market and support two product families: intelligent content services (which we refer to as ICS), and content capture and process
automation. Intelligent content services are search, classification, recommendation, monitoring/alerting, and question and answer infrastructure products for corporate intranets, extranets, web sites, corporate portals, business applications, online
publishers and e-commerce providers and original equipment manufacturer (OEM) toolkits for independent software vendors. Our comprehensive and integrated ICS product family enables numerous enterprise-wide functionalities, all from the
same underlying Verity information index. Our ICS products organize and provide simple, single-point access to information across the entire enterprise. In doing so, our products can be used to create or enhance business portals and standalone
applications that leverage the value of existing investments in intranets and business applications. Content capture and process automation applications enable the information on paper and electronic forms to be captured in electronic form, and for
manual processes that utilize that information to be automated over corporate networks. Our content capture and process automation products include capabilities for forms design, scanning, optical character recognition, forms recognition,
validation, verification, workflow and routing.



Our software
has been licensed to over 11,500 corporations, government agencies, software developers, information publishers and e-commerce vendors. We pursue sales opportunities within corporations and government agencies through the efforts of our direct sales
force and through a network of value added resellers and system integrators. We also sell OEM toolkits to independent software vendors that embed Verity technology in their products or services.



Recent Acquisitions



Cardiff Software Inc. On March 15, 2004, we acquired Cardiff Software Inc., a privately held software company.
Cardiff Software technology enables the automated capture of dynamic business information. Although the Cardiff Software corporate brand has been discontinued, we have retained the product names and rebranded them as Verity TeleForm®, Verity
LiquidOffice, Verity LiquidCapture, and Verity MediClaim. This acquisition further expanded our offerings with the content capture and process automation product
family. The acquired rebranded software is in use by companies and government organizations of all sizes. We are continuing development, support and maintenance of these products, and believe that the larger enterprises in the installed base
represent an upgrade opportunity to our broader intellectual capital management solutions as their needs grow.



In accordance with SFAS No. 141, Business Combinations, we accounted for the Cardiff Software transaction as a purchase, and the total
purchase consideration of approximately $65.6 million (including cash, deferred payments, stock options assumed and acquisition costs) was allocated to net tangible and identifiable intangible assets based upon their estimated fair value as of the
date of completion of the acquisition and the residual of $38.4 million was recorded as goodwill. The $65.6 million of total purchase consideration, includes approximately $11.9 million placed into a third party escrow account to be paid to Cardiff
Softwares shareholders in installments over 24 months from the acquisition. These future payments are subject to Cardiff Software meeting certain obligations outlined under the representations and warranties covenants sections of the
definitive merger agreement. We believe that Cardiff Software will meet these obligations and therefore the entire $11.9 million has been recorded as purchase consideration.



NativeMinds Inc. On March 3, 2004, we acquired the intellectual property, customer agreements and other selected
strategic assets from NativeMinds Inc., a privately held software company and provider of integrated self-service solutions. The acquired technology portfolio originally named vRep, re-branded Verity Response, is an integrated set of tools designed
to provide a single interface for internal and external customer inquiries through a natural language dialog. Verity Response includes technology that manages the interaction between a customer and a virtual representative and a set of reporting and
analysis tools to help assess performance, identify content opportunities and gather valuable customer insight. We are continuing development and support of the products acquired and believe that the larger enterprises in the installed base
represent an upgrade opportunity to our broader intellectual capital management solution as their needs grow.



15



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In accordance with SFAS No.141, Business Combinations, we accounted for the NativeMinds
transaction as a purchase, and the total purchase consideration of approximately $3.9 million (including cash, deferred payments, and acquisition costs) was allocated to net tangible and identifiable intangible assets based upon their estimated fair
value as of the date of completion and the residual of $2.2 million was recorded as goodwill. The $3.9 million of total purchase consideration includes approximately $0.8 million to be paid to NativeMinds shareholders in installments over 18
months from the acquisition. These future payments are subject to NativeMinds meeting certain obligations outlined under the representations and warranties section of the definitive merger agreement. Of this $0.8 million, $0.2 million was paid in
the fourth fiscal quarter of 2004. We believe that NativeMinds will meet the remaining obligations and therefore have recorded the entire $0.8 million as purchase consideration.



Critical Accounting Policies and Estimates



The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of assets and liabilities. On an on-going basis, we evaluate our critical accounting policies and estimates, including those related to revenue recognition, bad debts, income taxes and intangible assets. We base
our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies and estimates are discussed in our Annual Report on form 10-K for the fiscal year
ended May 31, 2004.



Results of Operations



The following table sets forth the percentage of total revenues represented
by certain items in our Condensed Consolidated Statements of Operations for the periods indicated:



|                                            |  |                                |   |  |                              |   |  |       |   |  |       |  
|------------------------------------------- |  | ------------------------------ | - |  | ---------------------------- | - |  | ----- | - |  | ----- | -
|                                            |  | Three Months EndedNovember 30, |   |  | Six Months EndedNovember 30, |  
|                                            |  | 2004                           |   |  | 2003                         |   |  | 2004  |   |  | 2003  |  
|                                            |  | (unaudited)                    |   |  | (unaudited)                  |  
|Revenues:                                   |  |                                |   |  |                              |   |  |       |   |  |       |  
|Software products                           |  | 58.8                           | % |  | 56.2                         | % |  | 57.8  | % |  | 54.8  | %
|Service and other                           |  | 41.2                           |   |  | 43.8                         |   |  | 42.2  |   |  | 45.2  |  
|                                            |  |                                |   |  |                              |   |  |       |   |  |       |  
|Total revenues                              |  | 100.0                          |   |  | 100.0                        |   |  | 100.0 |   |  | 100.0 |  
|                                            |  |                                |   |  |                              |   |  |       |   |  |       |  
|Costs of revenues:                          |  |                                |   |  |                              |   |  |       |   |  |       |  
|Software products                           |  | 2.4                            |   |  | 1.5                          |   |  | 2.2   |   |  | 1.4   |  
|Service and other                           |  | 13.6                           |   |  | 11.4                         |   |  | 13.8  |   |  | 12.0  |  
|Amortization of purchased intangible assets |  | 4.5                            |   |  | 2.2                          |   |  | 4.7   |   |  | 2.3   |  
|                                            |  |                                |   |  |                              |   |  |       |   |  |       |  
|Total costs of revenues                     |  | 20.5                           |   |  | 15.1                         |   |  | 20.7  |   |  | 15.7  |  
|                                            |  |                                |   |  |                              |   |  |       |   |  |       |  
|Gross profit                                |  | 79.5                           |   |  | 84.9                         |   |  | 79.3  |   |  | 84.3  |  
|                                            |  |                                |   |  |                              |   |  |       |   |  |       |  
|Operating expenses:                         |  |                                |   |  |                              |   |  |       |   |  |       |  
|Research and development                    |  | 15.7                           |   |  | 16.5                         |   |  | 15.9  |   |  | 18.4  |  
|Marketing and sales                         |  | 39.6                           |   |  | 40.4                         |   |  | 41.4  |   |  | 42.9  |  
|General and administrative                  |  | 12.2                           |   |  | 9.4                          |   |  | 10.8  |   |  | 10.1  |  
|Restructuring charges                       |  | 0.8                            |   |  | 3.4                          |   |  | 0.6   |   |  | 1.8   |  
|                                            |  |                                |   |  |                              |   |  |       |   |  |       |  
|Total operating expenses                    |  | 68.3                           |   |  | 69.7                         |   |  | 68.7  |   |  | 73.2  |  
|                                            |  |                                |   |  |                              |   |  |       |   |  |       |  
|Income from operations                      |  | 11.2                           |   |  | 15.2                         |   |  | 10.6  |   |  | 11.1  |  
|Other income, net                           |  | 4.3                            |   |  | 6.1                          |   |  | 3.6   |   |  | 5.3   |  
|                                            |  |                                |   |  |                              |   |  |       |   |  |       |  
|Income before provision for income taxes    |  | 15.5                           |   |  | 21.3                         |   |  | 14.2  |   |  | 16.4  |  
|Provision for income taxes                  |  | 4.3                            |   |  | 8.7                          |   |  | 4.6   |   |  | 6.6   |  
|                                            |  |                                |   |  |                              |   |  |       |   |  |       |  
|Net income                                  |  | 11.2                           | % |  | 12.6                         | % |  | 9.6   | % |  | 9.8   | %
|                                            |  |                                |   |  |                              |   |  |       |   |  |       |  



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Quarters and Six Months Ended November 30, 2004 and 2003



Prior period financials have been reclassified to conform to second fiscal
quarter 2005 presentation.



Revenues



|                    |  |                              |      |                  |   |              |  |        |      |  |      |  
|------------------- |  | ---------------------------- | ---- | ---------------- | - | ------------ |  | ------ | ---- |  | ---- | -
|Total revenues      |  | November 30,2004             |      | November 30,2003 |   | DollarChange |  | Change |     
|                    |  | (dollar amounts in millions) |      |                  |   |              | 
|Three months ended: |  | $                            | 37.6 |                  | $ | 28.9         |  | $      | 8.7  |  | 30.1 | %
|Six months ended:   |  | $                            | 72.3 |                  | $ | 55.5         |  | $      | 16.8 |  | 30.3 | %



The increases in total
revenues for the three and six month periods ended November 30, 2004, compared with the same periods a year ago, were a result of increases in both our software product revenues and our service and other revenues.



In practice, we most closely track and calculate our average selling prices
only for those deals which total $40,000 or more in total deal size (product and services). The increase in total revenues in our second quarter and first six months of fiscal 2005 as compared to the comparable periods a year ago was due to an
increase in total number of customer transactions for deal sizes greater than $40,000. Our fiscal 2005 results include the addition of our suite of content capture products, which were derived from the purchase of Cardiff Software in March 2004 and
to a much lesser extent the Vrep product which was derived from the purchase of NativeMinds. We continue to expect volumes of transactions and total revenues to increase throughout fiscal 2005 as we expect to maintain a growth rate consistent with
the overall growth rates of the markets that we serve. Additionally, we expect to see increased revenues from a full years worth of Cardiff Software products and the NativeMind product that we acquired in March of 2004. These expectations are
based on assumptions we believe are reasonable, but actual results may differ from our expectations as a result of the risks set forth in Risks Relating to Our Operations at the end of this Item 2. of this form 10-Q.



Revenues derived outside of the U.S. accounted for 32.0% and 32.4% of total
revenues for the three months period ended November 30, 2004 and 2003, respectively. Revenues derived outside of the U.S. accounted for 31.6% and 33.1% of total revenues for the six months period ended November 30, 2004 and 2003, respectively. Our
export sales consist of products licensed for delivery outside of the United States. In the three months period ended November 30, 2004 and 2003, export sales accounted for 18.5% and 16.4% of total revenues, respectively. In the six months period
ended November 30, 2004 and 2003, export sales accounted for 18.0% and 17.3% of total revenues, respectively.



No single customer accounted for 10% or more of our revenues during the three month and six month periods ended November 30, 2004 and 2003. Revenues
derived from sales to the federal government and its agencies were 8.2% and 9.8% of total revenues in the three months periods ended November 30, 2004 and 2003, respectively. Revenues derived from sales to the federal government and its agencies
were 10.2% and 10.6% of total revenues in the six months periods ended November 30, 2004 and 2003, respectively. We expect total revenues to government agencies will continue to fluctuate as a percentage of revenues in the future.



|                              |  |                              |      |   |                  |   |      |              |  |        |      |  |      |  
|----------------------------- |  | ---------------------------- | ---- | - | ---------------- | - | ---- | ------------ |  | ------ | ---- |  | ---- | -
|Software product revenues     |  | November 30,2004             |      |   | November 30,2003 |   |      | DollarChange |  | Change |     
|                              |  | (dollar amounts in millions) |      |   |                  |   |      |             
|Three months ended:           |  | $                            | 22.1 |   |                  | $ | 16.2 |              |  | $      | 5.9  |  | 36.4 | %
|Percentage of total revenues: |  |                              | 58.8 | % |                  |   | 56.2 | %            |  |        |      |  |      |  
|Six months ended:             |  | $                            | 41.8 |   |                  | $ | 30.4 |              |  | $      | 11.4 |  | 37.5 | %
|Percentage of total revenues: |  |                              | 57.8 | % |                  |   | 54.8 | %            |  |        |      |  |      |  



Our software product
revenues consist primarily of fees for software license and to a much lesser extent, the sale of hardware scanners associated with the acquisition of Cardiff Software.



We saw an increase in demand for our software products in the first half of fiscal 2005, compared with the first half of
fiscal 2004. The increase in software product revenues during this period was due primarily to the following:



| |  | increased number of sales transactions for transactions greater than $40,000;
| | - | -----------------------------------------------------------------------------



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| |  | incremental sales of our suite of content capture products, which we did not have prior to our acquisition of Cardiff Software in March 2004.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



Software product revenues in the first six months of fiscal 2004 included the
recognition of past royalties in connection with our confidential settlement with BroadVision related to our outstanding litigation. This revenue accounted for less than 5% of total revenues in the period.



|                              |  |                              |      |   |                  |   |      |              |  |        |     |  |      |  
|----------------------------- |  | ---------------------------- | ---- | - | ---------------- | - | ---- | ------------ |  | ------ | --- |  | ---- | -
|Service and other revenues    |  | November 30,2004             |      |   | November 30,2003 |   |      | DollarChange |  | Change |    
|                              |  | (dollar amounts in millions) |      |   |                  |   |      |             
|Three months ended:           |  | $                            | 15.5 |   |                  | $ | 12.7 |              |  | $      | 2.8 |  | 22.0 | %
|Percentage of total revenues: |  |                              | 41.2 | % |                  |   | 43.8 | %            |  |        |     |  |      |  
|Six months ended:             |  | $                            | 30.5 |   |                  | $ | 25.1 |              |  | $      | 5.4 |  | 21.5 | %
|Percentage of total revenues: |  |                              | 42.2 | % |                  |   | 45.2 | %            |  |        |     |  |      |  



Our service and other
revenues consist primarily of fees for software maintenance, consulting and training.



The increase in service and other revenues for the three months period ended November 30, 2004, compared with the same period a year ago, was due to a $1.5 million increase in sales of consulting services and $1.3
million increased maintenance revenues. The increase in consulting service revenue is primarily due to the increased number of consulting engagements associated with the increased number of new license transactions. The increase in maintenance
revenues resulted primarily from increased maintenance contracts entered into on new licensing agreements and renewals on a larger installed base.



The increase in service and other revenues for the six months period ended November 30, 2004, compared with the same period a year ago, was due to a $3.1
million increase in sales of consulting services and $2.3 million increased maintenance revenues. The increased in consulting service revenue is primarily due to the increased number of consulting engagements associated with the increased number of
new license transactions. The increase in maintenance revenues resulted primarily from increased maintenance contracts entered into on new licensing agreements and renewals on a larger installed base.



Costs of Revenues



|                                         |  |                              |     |   |                  |   |     |              |  |        |     |  |       |  
|---------------------------------------- |  | ---------------------------- | --- | - | ---------------- | - | --- | ------------ |  | ------ | --- |  | ----- | -
|Cost of software products                |  | November 30,2004             |     |   | November 30,2003 |   |     | DollarChange |  | Change |    
|                                         |  | (dollar amounts in millions) |     |   |                  |   |     |             
|Three months ended:                      |  | $                            | 0.9 |   |                  | $ | 0.4 |              |  | $      | 0.5 |  | 125.0 | %
|Percentage of software product revenues: |  |                              | 4.1 | % |                  |   | 2.5 | %            |  |        |     |  |       |  
|Six months ended:                        |  | $                            | 1.6 |   |                  | $ | 0.8 |              |  | $      | 0.8 |  | 100.0 | %
|Percentage of software product revenues: |  |                              | 3.8 | % |                  |   | 2.6 | %            |  |        |     |  |       |  



Costs of software
products consist primarily of product media, duplication, manuals, packaging materials, shipping expenses, employee compensation expenses, and in certain instances, the licensing of third-party software incorporated in our products. Also included in
costs of software products, to a lesser extent, is the cost of the hardware scanners which we began selling as a result of the acquisition of Cardiff Software beginning March 15, 2004.



The increase in costs of software products in absolute dollars and as a percentage of license revenue for the three and six
month periods ended November 30, 2004, as compared with the same period a year ago, was primarily attributable to higher product costs associated with higher volumes, coupled with increased third party royalties associated with the incremental sales
of our content capture products which we had began selling in March of 2004.



|                                          |  |                              |      |   |                  |   |      |              |  |        |     |  |      |  
|----------------------------------------- |  | ---------------------------- | ---- | - | ---------------- | - | ---- | ------------ |  | ------ | --- |  | ---- | -
|Cost of service and other                 |  | November 30,2004             |      |   | November 30,2003 |   |      | DollarChange |  | Change |    
|                                          |  | (dollar amounts in millions) |      |   |                  |   |      |             
|Three months ended:                       |  | $                            | 5.1  |   |                  | $ | 3.3  |              |  | $      | 1.8 |  | 54.5 | %
|Percentage of service and other revenues: |  |                              | 32.9 | % |                  |   | 25.9 | %            |  |        |     |  |      |  
|Six months ended:                         |  | $                            | 10.0 |   |                  | $ | 6.7  |              |  | $      | 3.3 |  | 49.3 | %
|Percentage of service and other revenues: |  |                              | 32.8 | % |                  |   | 26.6 | %            |  |        |     |  |      |  



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Costs of service and other consists of costs incurred in providing consulting services, customer
training, telephone support and product upgrades to customers. Significant cost components include personnel-related and third-party contractor costs, facilities costs, travel expenses associated with training and consulting implementation services,
depreciation expense and corporate overhead allocations.



The
increase in costs of service and other in absolute dollars for the three month period ended November 30, 2004, as compared with the same period a year ago, was due to a $1.5 million increase in cost of professional services driven by increased
headcount and contractor costs to support increased volumes of professional service engagements, and to a lesser extent, a $0.3 million increase in support costs primarily as a result of increased headcount required to support our content capture
products.



The increase in costs of service and other in
absolute dollars for the six month period ended November 30, 2004, as compared with the same period a year ago, was due to a $2.8 million increase in cost of professional services driven by increased headcount and contractor costs to support
increased volumes of professional service engagements, and to a lesser extent, a $0.5 million increase in support costs primarily as a result of increased headcount required to support our content capture products.



|                                            |  |                              |     |   |                  |   |     |              |  |        |     |  |       |  
|------------------------------------------- |  | ---------------------------- | --- | - | ---------------- | - | --- | ------------ |  | ------ | --- |  | ----- | -
|Amortization of purchased intangible assets |  | November 30,2004             |     |   | November 30,2003 |   |     | DollarChange |  | Change |    
|                                            |  | (dollar amounts in millions) |     |   |                  |   |     |             
|Three months ended:                         |  | $                            | 1.7 |   |                  | $ | 0.6 |              |  | $      | 1.1 |  | 183.3 | %
|Percentage of total revenues:               |  |                              | 4.5 | % |                  |   | 2.2 | %            |  |        |     |  |       |  
|Six months ended:                           |  | $                            | 3.4 |   |                  | $ | 1.3 |              |  | $      | 2.1 |  | 161.5 | %
|Percentage of total revenues:               |  |                              | 4.7 | % |                  |   | 2.3 | %            |  |        |     |  |       |  



During each of our
first and second fiscal quarters of 2005, we amortized $1.7 million of the purchased intangible assets in connection with acquired developed technology, patents, customer relationships, tradenames, and maintenance agreements associated with all
previous acquisitions. The increase in amortization of purchased intangible assets in the first and second fiscal quarters of 2005 as compared to the first and second fiscal quarters of 2004 was attributable to $1.1 million increased quarterly
amortization of purchased intangible assets associated with our Cardiff and NativeMind acquisitions which we completed in March of 2004. We expect quarterly amortization of purchased intangibles to increase in fiscal Q3 as a result of our
acquisition of Dralasoft (see subsequent event footnote to the accompanying condensed consolidated financial statements).



Operating Expenses



|                              |  |                              |      |   |                  |   |      |              |  |        |     |  |      |  
|----------------------------- |  | ---------------------------- | ---- | - | ---------------- | - | ---- | ------------ |  | ------ | --- |  | ---- | -
|Research and development      |  | November 30,2004             |      |   | November 30,2003 |   |      | DollarChange |  | Change |    
|                              |  | (dollar amounts in millions) |      |   |                  |   |      |             
|Three months ended:           |  | $                            | 5.9  |   |                  | $ | 4.8  |              |  | $      | 1.1 |  | 22.9 | %
|Percentage of total revenues: |  |                              | 15.7 | % |                  |   | 16.5 | %            |  |        |     |  |      |  
|Six months ended:             |  | $                            | 11.5 |   |                  | $ | 10.2 |              |  | $      | 1.3 |  | 12.7 | %
|Percentage of total revenues: |  |                              | 15.9 | % |                  |   | 18.4 | %            |  |        |     |  |      |  



Research and
development expenses consist primarily of employee compensation and benefits, payments to outside contractors, depreciation on equipment used for development and corporate overhead allocations. We believe that research and development is essential
to maintaining our competitive position and we will continue to make significant investments in research and development with the goal of continuing to align research and development expenses with anticipated revenues. The increase in research and
development expenses in absolute dollars for the three and six month periods ended November 30, 2004, compared with the same periods in the prior year, was primarily due to increased salary related expenses on increased headcount, increased
allocations for both MIS and facilities, partially offset by reductions in contracted outside services and depreciation expense.



|                              |  |                              |      |   |                  |   |      |              |  |        |     |  |      |  
|----------------------------- |  | ---------------------------- | ---- | - | ---------------- | - | ---- | ------------ |  | ------ | --- |  | ---- | -
|Marketing and sales           |  | November 30,2004             |      |   | November 30,2003 |   |      | DollarChange |  | Change |    
|                              |  | (dollar amounts in millions) |      |   |                  |   |      |             
|Three months ended:           |  | $                            | 14.9 |   |                  | $ | 11.7 |              |  | $      | 3.2 |  | 27.4 | %
|Percentage of total revenues: |  |                              | 39.6 | % |                  |   | 40.4 | %            |  |        |     |  |      |  
|Six months ended:             |  | $                            | 29.9 |   |                  | $ | 23.8 |              |  | $      | 6.1 |  | 25.6 | %
|Percentage of total revenues: |  |                              | 41.4 | % |                  |   | 42.9 | %            |  |        |     |  |      |  



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Marketing and sales expenses consist primarily of employee compensation, including sales commissions and
benefits, tradeshows, outbound marketing and other lead generation activities, public relations, travel expenses associated with our sales staff and corporate overhead allocations. Beyond our first and second quarter of fiscal 2005, we anticipate
that marketing and sales expenses will increase modestly as a result of planned annual compensation increases and from planned increased headcount and lead generation activities necessary to support our increased revenue projections in the second
half of fiscal 2005.



The increase in marketing and sales
expense in absolute dollars for the three and six month periods ended November 30, 2004, compared with the same periods in the prior year, was primarily due to increased salary related expenses on increased headcount, increased sales commissions
resulting from a combination of higher revenue and increased commission payout rate, and allocations for both MIS and Facilities. The year over year increase was partially offset by reductions in contracted outside services.



|                              |  |                              |      |   |                  |   |      |              |  |        |     |  |      |  
|----------------------------- |  | ---------------------------- | ---- | - | ---------------- | - | ---- | ------------ |  | ------ | --- |  | ---- | -
|General and administrative    |  | November 30,2004             |      |   | November 30,2003 |   |      | DollarChange |  | Change |    
|                              |  | (dollar amounts in millions) |      |   |                  |   |      |             
|Three months ended:           |  | $                            | 4.6  |   |                  | $ | 2.7  |              |  | $      | 1.9 |  | 70.4 | %
|Percentage of total revenues: |  |                              | 12.2 | % |                  |   | 9.4  | %            |  |        |     |  |      |  
|Six months ended:             |  | $                            | 7.8  |   |                  | $ | 5.6  |              |  | $      | 2.2 |  | 39.3 | %
|Percentage of total revenues: |  |                              | 10.8 | % |                  |   | 10.1 | %            |  |        |     |  |      |  



General and
administrative expenses consist primarily of personnel costs for finance, legal, human resources and general management, provisions for doubtful accounts, insurance, fees for external professional advisors and corporate overhead allocations.



The increase in general and administrative expenses in
absolute dollars from the second fiscal quarter of 2004 to the second fiscal quarter of 2005 was primarily due to a $0.6 million increase in salary related expenses associated with increased headcount to support a growing and more complex
infrastructure, a $1.0 million increase in outside services and legal fees primarily to support the Sarbanes Oxley finance reporting project and merger and acquisition related activity, and a $0.2 million increase in audit, tax and annual report
costs.



|                              |  |                              |     |   |                  |   |     |              |  |   |        |   |  |       |   
|----------------------------- |  | ---------------------------- | --- | - | ---------------- | - | --- | ------------ |  | - | ------ | - |  | ----- | --
|Restructuring charge          |  | November 30,2004             |     |   | November 30,2003 |   |     | DollarChange |  |   | Change |  
|                              |  | (dollar amounts in millions) |     |   |                  |   |     |              | 
|Three months ended:           |  | $                            | 0.3 |   |                  | $ | 1.0 |              |  | $ | (0.7   | ) |  | (70.0 | )%
|Percentage of total revenues: |  |                              | 0.8 | % |                  |   | 3.4 | %            |  |   |        |   |  |       |   
|Six months ended:             |  | $                            | 0.4 |   |                  | $ | 1.0 |              |  | $ | (0.6   | ) |  | (60.0 | )%
|Percentage of total revenues: |  |                              | 0.6 | % |                  |   | 1.8 | %            |  |   |        |   |  |       |   



During the three
months periods ended August 31, 2004, we incurred a facility restructuring charge of $0.1 million related to the closing of our UK Cardiff facility in July of 2004. The employees and operations of the Cardiff UK office were moved and consolidated
into our existing Verity facility in the UK. Additionally, during the three months periods ended November 30, 2004, we incurred a facility restructuring charge of $0.3 million related to the consolidation and subletting of approximately 14,000
square feet in our San Diego facility formerly occupied by Cardiff.



The $1.0 million restructuring charge incurred in the first six months ended November 30, 2003, related to efforts designed to reduce costs and better align our expense levels with revenue levels during a period of economic uncertainty.



|                              |  |                              |     |   |                  |   |     |              |  |   |        |   |  |       |   
|----------------------------- |  | ---------------------------- | --- | - | ---------------- | - | --- | ------------ |  | - | ------ | - |  | ----- | --
|Other income, net             |  | November 30,2004             |     |   | November 30,2003 |   |     | DollarChange |  |   | Change |  
|                              |  | (dollar amounts in millions) |     |   |                  |   |     |              | 
|Three months ended:           |  | $                            | 1.6 |   |                  | $ | 1.8 |              |  | $ | (0.2   | ) |  | (11.1 | )%
|Percentage of total revenues: |  |                              | 4.3 | % |                  |   | 6.1 | %            |  |   |        |   |  |       |   
|Six months ended:             |  | $                            | 2.6 |   |                  | $ | 3.0 |              |  | $ | (0.4   | ) |  | (13.3 | )%
|Percentage of total revenues: |  |                              | 3.6 | % |                  |   | 5.3 | %            |  |   |        |   |  |       |   



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Other income consists primarily of interest income and realized gains from our investments in marketable
securities as well as transaction gains and losses associated with foreign currency fluctuations in our Benelux and Canadian subsidiaries offset by our foreign currency hedging activity. While we engage in simple hedging activities to minimize the
impact of foreign currency fluctuation on our consolidated statements of operations, there is no assurance that a significant change in foreign currency exchange rates may not have a material adverse effect on our consolidated statements of
operations in the future.



The decrease in other income in
absolute dollars from the first quarter and first six months of fiscal 2005 compared to the comparable periods of fiscal 2004 was primarily due to lower overall yields caused by decreasing interest rates year over year. Additionally, our average
overall portfolio levels of marketable securities decreased year over year due to the expenditure of cash and equivalents to finance the acquisition of Cardiff Software, Inc. and NativeMinds, Inc.



|                              |  |                              |     |   |                  |   |     |              |  |   |        |   |  |       |   
|----------------------------- |  | ---------------------------- | --- | - | ---------------- | - | --- | ------------ |  | - | ------ | - |  | ----- | --
|Income tax provision          |  | November 30,2004             |     |   | November 30,2003 |   |     | DollarChange |  |   | Change |  
|                              |  | (dollar amounts in millions) |     |   |                  |   |     |              | 
|Three months ended:           |  | $                            | 1.6 |   |                  | $ | 2.5 |              |  | $ | (0.9   | ) |  | (36.0 | )%
|Percentage of total revenues: |  |                              | 4.3 | % |                  |   | 8.7 | %            |  |   |        |   |  |       |   
|Six months ended:             |  | $                            | 3.3 |   |                  | $ | 3.6 |              |  | $ | (0.3   | ) |  | (8.3  | )%
|Percentage of total revenues: |  |                              | 4.6 | % |                  |   | 6.6 | %            |  |   |        |   |  |       |   



Our year-to date
effective tax rate for the six months ended November 30, 2004 was 32.5% as compared to a 40.0% effective rate we reported for the six months ended November 30, 2003. Additionally, in our fiscal quarter ended November 30, 2004, we recognized the
benefit of Investment Tax Credits received in Canada relating to returns filed in 1999 through 2002. This refund of $608,000 contributed substantially to the reduction of our year-to-date effective rate.



The 1.5% decrease in our effective rate for the first six months of fiscal
2005 as compared to the comparable period of fiscal 2004, excluding the one-time benefit relating to the Canadian Investment Tax Credits, was primarily due to benefit taken for current year federal and state tax credit related to qualified research
and development activities.



Liquidity and Capital Resources



As of November 30, 2004, we had $210.6 million in cash and cash
equivalents and available-for-sale securities compared to $201.8 million at May 31, 2004. At November 30, 2004, our principal sources of liquidity were our cash and cash equivalents and short-term investments of $128.8 million. As of November 30,
2004, we had no outstanding long-term debt obligations.



|                                          |  |                              |       |   |                  |   |      |  
|----------------------------------------- |  | ---------------------------- | ----- | - | ---------------- | - | ---- | -
|Six Months Ended:                         |  | November 30,2004             |       |   | November 30,2004 |  
|                                          |  | (dollar amounts in millions) |      
|Net cash provided by operating activities |  | $                            | 16.4  |   |                  | $ | 3.3  |  
|Net cash used in investing activities     |  | $                            | (31.2 | ) |                  | $ | (8.4 | )
|Net cash used in financing activities     |  | $                            | (1.5  | ) |                  | $ | (2.5 | )



Cash provided by
operating activities in the first six months of fiscal 2005 was driven primarily from our net income of $6.9 million and the add back of non-cash expenses reported in our consolidated statements of operations, primarily non-cash depreciation and
amortization and non-cash restructuring charges totaling $5.1 million. Changes in working capital, including accounts receivable, accounts payable, accrued compensation, other accrued liabilities and deferred income taxes generated additional cash
flow of $6.3 million. These cash flow generating activities were partially offset by cash outflows in our working capital, consisting of a $1.7 million increase in prepaid and other assets and a $0.2 million decrease in deferred revenue. We expect
to have positive cash flows from operating activities in 2005, as we believe we will be profitable for this time period and do not expect significant changes in working capital that would more than offset the forecasted cash flow generating capacity
of our operations.



Cash used by investing activities for the
six months ending November 30, 2004 of $31.2 million was primarily due to the purchases of marketable securities of $131.7 million partially offset by sales and maturity of marketable securities of $106.4 million. Additionally, we made the final
$3.1 million purchase payment to Inktomi/Yahoo! and acquired plant, property and equipment of $2.8 million in the six months ending November 30, 2004.



Cash used in financing activities of $1.5 million in the six months ending November 30, 2004 was primarily due to the $15.8 million in repurchases of our
common stock through our stock repurchase program, offset by $14.3 million in proceeds from the sale of common stock as a result of stock option exercises and from the issuance of common stock in connection with our Employee Stock Purchase Plan.



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Our principal commitments as of November 30, 2004 consist of obligations under operating leases, totaling
$20.5 million over the life of these leases.



Under our
operating leases, we have minimum rental payments as follows:



|                           |  |                |        |                |   |    
|-------------------------- |  | -------------- | ------ | -------------- | - | ---
|Fiscal Year Ending May 31, |  | RentalPayments |        | SubleaseIncome
|2005                       |  | $              | 2,126  |                | $ | 112
|2006                       |  |                | 4,090  |                |   | 128
|2007                       |  |                | 3,239  |                |   | 74 
|2008                       |  |                | 3,208  |                |   | 0  
|2009 and thereafter        |  |                | 7,796  |                |   | 0  
|                           |  |                |        |                |   |    
|                           |  | $              | 20,459 |                | $ | 314
|                           |  |                |        |                |   |    



As described above, in
connection with the NativeMinds strategic asset purchase we have, as of November 30, 2004, a $0.6 million deferred payment obligation which we are obligated to pay in September 2005, assuming that we have no claims for indemnification under the
NativeMinds purchase agreement.



In June, 2004, we announced
the continuation of our stock repurchase program. The continuation calls for the additional repurchase of outstanding shares of our common stock up to an aggregate value of $50.0 million. The program will terminate at the end of the fiscal year
ending May 31, 2005 unless amended by the Board of Directors. Through November 30, 2004, we repurchased and retired approximately 1,231,000 shares of our common stock through open market transactions, valued at the fair value of approximately $15.8
million.



We believe that our current cash and cash
equivalents, interest income and cash generated from operations, if any, will provide adequate liquidity to meet our working capital and operating resource expenditure requirements for the next 12 months. If the global economy weakens further, our
cash, cash equivalents and investments balances may decline. As a result, or if our spending plans materially change, we may find it necessary to seek to obtain additional sources of financing to support our capital needs, and we cannot assure you
that a financing will be available on commercially reasonable terms, or at all.



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RISKS RELATING TO OUR OPERATIONS



The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and
uncertainties not currently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business, results of operations and financial condition would suffer. In that
event, the trading price of our common stock could decline, and our stockholders may lose all or part of their investment in our common stock. The discussion below and elsewhere in this report also includes forward-looking statements, and our actual
results may differ substantially from those discussed in these forward-looking statements as a result of the risks discussed below.



Risks Related to Our Business



Our revenues and operating results are dependent on many factors, many of which are outside of our control and, as a result may fluctuate in future periods and be
less than we or our investors anticipate



The results
of operations for any quarter are not necessarily indicative of results to be expected in future periods. Our operating results have in the past been, and will continue to be, subject to quarterly fluctuations as a result of a number of factors,
many of which are outside of our control. These factors include:



| |  | fluctuations in capital spending by customers;
| | - | ----------------------------------------------



| |  | the size and timing of orders;
| | - | ------------------------------



| |  | changes in the budget or purchasing patterns of customers or potential customers, changes in foreign country exchange rates, or pricing pressures from competitors;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | increased competition in the software and Internet industries;
| | - | --------------------------------------------------------------



| |  | the introduction and market acceptance of new technologies and standards in search and retrieval, Internet, document management, database, networking, and communications technology;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | variations in sales channels, product costs, the mix of products sold, or the success of quality control measures;
| | - | ------------------------------------------------------------------------------------------------------------------



| |  | the integration of people, operations, and products from acquired businesses and technologies;
| | - | ----------------------------------------------------------------------------------------------



| |  | changes in operating expenses and personnel;
| | - | --------------------------------------------



| |  | changes in accounting principles, such as a requirement that stock options be included in compensation, which is widely expected to occur, which if adopted, would increase our
compensation expenses and have a negative effect on our earnings;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the overall trend toward industry consolidation; and
| | - | ----------------------------------------------------



| |  | changes in general economic and geo-political conditions and specific economic conditions in the computer and software industries.
| | - | ----------------------------------------------------------------------------------------------------------------------------------



Any of the factors, some of which are discussed in more detail below, could
materially and adversely impact our operations and financial results, which could hurt our business. Any adverse impact our operations and financial results as a result of these or any other factors could cause our stock price to fall.



Our expenditures are tied to anticipated revenues, and therefore imprecise revenue
forecasts may result in poor operating results



Revenues are difficult
to forecast because the market for search and retrieval software is uncertain and evolving. Because we generally ship software products within a short period after receipt of an order, we typically do not have a material backlog of unfilled orders,
and as a result revenues in any quarter are substantially dependent on orders booked in that quarter. In addition, a portion of our revenues is derived from royalties based upon sales by third-party vendors of products incorporating our technology.
These revenues are dependent upon those third-party vendors sales and marketing efforts, which may fluctuate dramatically and are difficult for us to predict. Our expense levels are based, in part, on our expectations as to future revenues and
are to a large extent fixed in the short term. Therefore, we may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Any significant shortfall of demand in relation to our expectations or any material
delay of customer orders would have an almost immediate adverse affect on our operating results.



Demand for our products may be adversely affected if economic and market conditions deteriorate



Adverse economic conditions worldwide have contributed to slowdowns in the software information technology spending environment and may continue to impact
our business, resulting in reduced demand for our products as a result of a decrease in capital spending by our customers, increased price competition for our products and higher overhead costs as a percentage of revenues. Decreased demand for our
products would result in decreased revenues, which could harm our operating results.



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Changes in effective tax rates could affect our results



Our future effective tax rates could be adversely affected by changes in the
valuation of our deferred tax assets and liabilities, and changes in U.S. or foreign tax laws or interpretations thereof.



The size and timing of large orders may materially affect our quarterly operating results



The size and timing of individual orders may cause our operating results to fluctuate significantly. Our operating results
for a quarter could be materially and adversely affected if one or more large orders are either not received or are delayed or deferred by customers. A significant portion of our revenues in recent quarters has been derived from relatively large
sales to a limited number of customers, and we currently anticipate that future quarters will continue to reflect this trend. Sales cycles for these customers can be up to nine months or longer. In addition, customer order deferrals in anticipation
of new products may cause our operating results to fluctuate. Like many software companies, we had generally recognized a substantial portion of our revenues in the last month of each quarter, with these revenues concentrated in the last weeks of
the quarter. Accordingly, the cancellation or deferral of even a small number of purchases of our products could harm our business in any particular quarter. In addition, to the extent that the significant sales occur earlier than expected,
operating results for subsequent quarters may fail to keep pace or even decline.



Our sales cycle is lengthy and unpredictable



Any delay in sales of our products and services could cause our quarterly revenue and operating results to fluctuate. The typical sales cycle of our products is lengthy, generally between six to eighteen months, unpredictable, and involves
significant investment decisions by prospective customers, as well as our education of potential customers regarding the use and benefits of our products. Our customers spend a substantial amount of time before purchasing our products in performing
internal reviews and obtaining capital expenditure approvals. We believe our sales cycle lengthened in 2003 and 2004 as a result of macro-economic factors and we cannot be certain that this cycle will not continue to lengthen in the future.



Our business may suffer due to risks associated with international sales



For the six months period ended November 30, 2004 and
2003, international revenue represented 31.6% and 33.1% of our total revenues, respectively. We expect international revenues will continue to account for a significant percentage of our revenues for the foreseeable future. Our international
business activities are subject to a number of risks, each of which could impose unexpected costs on us that would have an adverse effect on our operating results. These risks include:



| |  | difficulties in complying with regulatory requirements and standards;
| | - | ---------------------------------------------------------------------



| |  | tariffs and other trade barriers;
| | - | ---------------------------------



| |  | costs and risks of localizing products for foreign countries;
| | - | -------------------------------------------------------------



| |  | reliance on third parties to distribute our products;
| | - | -----------------------------------------------------



| |  | longer accounts receivable payment cycles;
| | - | ------------------------------------------



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



| |  | limits on repatriation of earnings; and
| | - | ---------------------------------------



| |  | burdens of complying with a wide variety of foreign laws.
| | - | ---------------------------------------------------------



We currently engage in only limited hedging activities to protect against the risk of currency fluctuations. Fluctuations in currency exchange rates could
cause sales denominated in U.S. dollars to become relatively more expensive to customers in a particular country, leading to reduced sales or profitability in that country. Also, fluctuations in the opposite direction could cause sales denominated
in foreign currencies to decrease U.S. dollar revenues derived from these sales. Furthermore, future international activity may result in increased foreign currency denominated sales and, in this event, gains and losses on the conversion to U.S.
dollars of accounts receivable and accounts payable arising from international operations may contribute significantly to fluctuations in our results of operations. The financial stability of foreign markets could also affect our international
sales. In addition, income earned in various countries where we do business may be subject to taxation by more than one jurisdiction, thereby adversely affecting our consolidated after-tax earnings. Any of these factors could have an adverse effect
on the revenues from our future international sales and, consequently, our results of operations.



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A portion of our revenues is derived from sales to governments, which are subject to budget cuts and, consequently,
the potential loss of revenues upon which we have historically relied



Revenues derived from sales to the U.S. federal and state governments and their agencies were 10.2% and 10.6% of total revenues for the six months period ended November 30, 2004 and 2003, respectively. As a result,
any reductions in government spending on information technologies could harm our operating results. In recent years, budgets of many governments and/or their agencies have been reduced, causing certain customers and potential customers of our
products to re-evaluate their needs. These budget reductions are expected to continue over at least the next several years.



Almost all of our government contracts contain termination clauses, which permit contract termination upon our default or at the option of the other
contracting party. We cannot assure you that a cancellation will not occur in the future. Termination of any of these contracts could adversely affect our operating results.



We must successfully introduce new products or our customers will purchase our competitors products



During the past few years, our management and other personnel have focused
on modifying and enhancing our core technology to support a broader set of search and retrieval solutions for use on enterprise-wide systems, over online services, over the Internet and on CD-ROM. In order for our strategy to succeed and to remain
competitive, we must continue to leverage our core technology to develop new product offerings by us and by our OEM customers that address the needs of these new markets or we must acquire new technology, such as we did in our Cardiff Software and
NativeMinds transactions in the latter half of fiscal 2004. The development of new products, whether by leveraging our core technology or by acquiring new technology, is expensive. If these products do not generate substantial revenues, our business
and results of operations will be adversely affected. We cannot assure you that any of these products will be successfully developed and completed on a timely basis or at all, will achieve market acceptance or will generate significant revenues.



Our future operating results will depend upon our ability to
increase the installed base of our information retrieval technology and to generate significant product revenues from our core products. Our future operating results will also depend upon our ability to successfully market our technology to online
and Internet publishers who use this technology to index their published information in our format. To the extent that customers do not adopt our technology for indexing their published information, it will limit the demand for our products



If we are unable to enhance our existing products to conform to evolving
industry standards in our rapidly changing markets, our products may become obsolete



The computer software industry is subject to rapid technological change, changing customer requirements, frequent new product introductions, and evolving industry standards, each of which may render our existing
products and services obsolete. As a result, our position in our existing markets or other markets that we may enter could be eroded rapidly by any of these factors. Our future success will also depend upon our ability to maintain compatibility
between our products and the text publication formats we believe are or will become popular and widely adopted as well as the OEM application products in which our products are embedded. If we are unable to adapt to these rapid technological
developments or customer requirements in a timely manner, our sales would diminish and our financial condition and results of operations would be materially and adversely affected.



Our software products are complex and may contain errors that could damage our reputation and decrease sales



Our complex software products may contain errors that may be detected at any
point in the products life cycles. We have in the past discovered software errors in some of our products and have experienced delays in shipment of products during the periods required to correct these errors. We cannot assure you that,
despite our testing and quality assurance efforts and similar efforts by current and potential customers, errors will not be found. The discovery of an error may result in loss of or delay in market acceptance and sales, diversion of development
resources, injury to our reputation, or increased service and warranty costs, any of which could harm our business. Although we generally attempt by contract to limit our exposure to incidental and consequential damages, and to cap our liabilities
to our proceeds under the contract, if a court fails to enforce the liability limiting provisions of our contracts for any reason, or if liabilities arise which are not effectively limited, we could incur substantial monetary judgments against us.



We are in litigation with Inxight Software, Inc. in a dispute over our
rights under a software license agreement and we may incur significant costs if we do not prevail in this litigation.



In October, 2004, Inxight Software, Inc., a privately held company, sued us alleging, among other things, that we had breached a license with them and
misappropriated their trade secrets, and that we had otherwise exceeded its rights under our license agreement with Inxight. Inxight is seeking, among other things, monetary damages of at least $1 million and injunctive relief



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commanding Verity to cease distributing Inxights product to Verity K2 product-line OEM customers. We have responded by an answer and countersuit
seeking a declaration that we have acted within our rights under the license agreement, and that Inxights purported termination of the license subsequent to the filing of its complaint was invalid. In addition, we allege that Inxight itself
has breached the license by purporting to terminate the parties license without cause, and that it has wrongfully interfered in Veritys business operations, and that such breach and wrongful conduct has caused injury to Verity in excess
of $1 million.



If we do not prevail in this litigation, we
could be forced to pay significant damages, and we may be prohibited from continuing to distribute Inxight technology in some or all of our products. In order to mitigate such a risk, we entered into license agreements with two software companies
providing technology that is substantially similar to that provided by Inxight. But there may be significant costs associated with entirely switching out the Inxight products, including development costs and additional support costs, which could
impact our results of operations. In addition, whether or not we prevail in this litigation, we could incur significant costs in the form of legal fees, and our managements attention could be diverted from the normal daily operations of our
business.



We are dependent on proprietary technologies licensed from
third parties, the loss of which could delay shipments of products incorporating these technologies and could be costly



Some of the technology used by our products is licensed from third parties, generally on a nonexclusive basis. We believe that there are alternative
sources for each of the material components of technology we license from third parties. However, the termination of any of these licenses, or the failure of the third-party licensors to adequately maintain or update their products, could result in
delay in our ability to ship these products while we seek to implement technology offered by alternative sources. Any required replacement licenses could prove costly. Also, any delay, to the extent it becomes extended or occurs at or near the end
of a fiscal quarter, could harm our quarterly results of operations. While it may be necessary or desirable in the future to obtain other licenses relating to one or more of our products or relating to current or future technologies, we cannot
assure you that we will be able to do so on commercially reasonable terms or at all.



Our ability to compete successfully will depend, in part, on our ability to protect our intellectual property rights, which we may not be able to protect



We rely on a combination of patent, trade secrets, copyright and trademark laws, nondisclosure agreements and other
contractual provisions and technical measures to protect our intellectual property rights. The source code for our proprietary software is protected both as a trade secret and as a copyrighted work. Policing unauthorized use of our products,
however, is difficult. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of
infringement or invalidity. Litigation could result in substantial costs and diversion of resources and could harm our business regardless of the outcome of the litigation.



Effective copyright and trade secret protection may be unavailable or limited in some foreign countries. To license our
products, we frequently rely on shrink wrap licenses that are not signed by the end user and, therefore, may be unenforceable under the laws of several jurisdictions. In addition, employees, consultants and others who participate in the
development of our products may breach their agreements with us regarding our intellectual property, and we may not have adequate remedies for any such breach. We also realize that our trade secrets may become known through other means not currently
foreseen by us. Notwithstanding our efforts to protect our intellectual property, our competitors may be able to develop products that are equal to or superior to our products without infringing on any of our intellectual property rights.



Our products employ technology that may infringe on the proprietary
rights of third parties, which may expose us to litigation



Third parties may assert that our products infringe their proprietary rights, or may assert claims for indemnification resulting from infringement claims against us. Any such claims may cause us to delay or cancel shipment of our products,
which could harm our business. In addition, irrespective of the validity or the successful assertion of claims, we could incur significant costs in defending against claims. To date, no third party has asserted such claims.



We have been sued in the past and are at risk of future securities class action
litigation, due to our past and expected stock price volatility



In the past, securities class action litigation has often been brought against companies following a decline in the market price of their securities. For example, in December 1999 our stock price dramatically declined
and a number of lawsuits were filed against us.



Because we
expect our stock price to continue to fluctuate significantly, we may be the target of similar litigation in the future. Securities litigation could result in substantial costs and divert managements attention and resources, and could
seriously harm our business.



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If we lose key personnel, or we are unable to attract additional qualified personnel, our ability to conduct and
grow our business will be impaired



We believe that
hiring and retaining qualified individuals at all levels is essential to our success, and we cannot assure you that we will be successful in attracting and retaining the necessary personnel. In addition, we are highly dependent on our direct sales
force for sales of our products as we have limited distribution channels. Continuity of technical personnel is an important factor in the successful completion of development projects, and any turnover of our research and development personnel could
harm our development and marketing efforts.



Our future success
also depends on our continuing ability to identify, hire, train and retain other highly qualified sales, technical and managerial personnel. Competition for this type of personnel is intense, and we cannot assure you that we will be able to attract,
assimilate or retain other highly qualified technical and managerial personnel in the future. The inability to attract, hire or retain the necessary sales, technical and managerial personnel could harm our business.



New legislation, higher insurance cost and potential new accounting pronouncements are
likely to impact our future consolidated financial position and results of operations.



Recently, there have been significant regulatory changes, including the Sarbanes-Oxley Act of 2002, and there may be new accounting pronouncements or
regulatory rulings that will have an impact on our future consolidated financial position and results of operations. The Sarbanes-Oxley Act of 2002 and other rule changes and proposed legislative initiatives following several highly publicized
corporate accounting and corporate governance failures are likely to increase general and administrative costs. In addition, insurance companies significantly increased insurance rates as a result of higher claims over the past year, and our rates
for our various insurance policies increased substantially. Further, proposed initiatives may result in changes in accounting rules, including legislative and other proposals to account for employee stock options as an expense. These and other
potential changes could materially increase the expenses we report under accounting principles generally accepted in the United States of America and adversely affect our consolidated operating results.



We face intense competition from companies with significantly greater financial,
technical, and marketing resources, which could adversely affect our ability to maintain or increase sales of our products



A number of companies offer competitive products addressing certain of our target markets. In the ICS market, we compete primarily with Autonomy, Convera,
Endeca, FAST, Google, Hummingbird, Inquira, iPhrase, Mercado, Microsoft, Open Text and Thunderstone. We also compete indirectly with database vendors, such as Oracle and IBM, that offer information search and retrieval capabilities with their core
database products, as well as with ERP (Enterprise Resource Planning) vendors, such as SAP, that offer these capabilities as part of their overall solution.



In the content capture market, we compete with AnyDoc, Captiva, Datacap, Kofax, and Readsoft, among others. In the process automation market, we compete
with Adobe, FileNet and PureEdge, among others. We also compete indirectly with content management vendors, such as FileNet, that offer content capture and workflow with their core content management products, as well as with platform vendors, such
as Microsoft, that offer basic capabilities as part of their overall solution.



In the future, we may encounter competition from a number of companies. Many of our existing competitors, as well as a number of other potential new competitors, have significantly greater financial, technical and
marketing resources than we have. Because the success of our strategy is dependent in part on the success of our strategic customers, competition between our strategic customers and the strategic customers of our competitors, or failure of our
strategic customers to achieve or maintain market acceptance could harm our competitive position. Although we believe that our products and technologies compete favorably with competitive products, we cannot assure you that we will be able to
compete successfully against our current or future competitors or that competition will not harm our business.



Our products contain open source software



Products or technologies acquired or developed by us may include so-called open source software. Open source software is typically licensed for use at no initial charge, but imposes on the user of the open
source software certain requirements to license to others both the open source software as well as the software that relates to, or interacts with, the open source software. Our ability to commercialize products or technologies incorporating open
source software or otherwise fully realize the anticipated benefits of any such acquisition may be restricted because, among other reasons:



| |  | open source license terms may be ambiguous and may result in unanticipated obligations regarding our products;
| | - | --------------------------------------------------------------------------------------------------------------



| |  | competitors will have improved access to information that may help them develop competitive products;
| | - | -----------------------------------------------------------------------------------------------------



| |  | open source software cannot be protected under trade secret law;
| | - | ----------------------------------------------------------------



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| |  | it may be difficult for us to accurately determine the developers of the open source code and whether the acquired software infringes third party intellectual property rights; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | open source software potentially increases customer support costs because licensees can modify the software and potentially introduce errors.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



Further, to the extent we utilize open source software we face
risks. For example, the scope and requirements of the most common open source software license, the GNU General Public License (GPL), have not been interpreted in a court of law. Use of GPL software could subject certain portions of our
proprietary software to the GPL requirements. Other forms of open source software licensing present license compliance risks, which could result in litigation or loss of the right to use this software.



Our recent acquisitions of Cardiff Software, strategic assets of Native Minds and the
Inktomi enterprise search software assets, as well as other future potential acquisitions, may have unexpected material adverse consequences



Our business is highly competitive and our growth is dependent upon market growth and our ability to enhance our existing products and introduce new
products on a timely basis. One of the ways we may address the need to develop new products is through acquisitions of complementary businesses and technologies, such as our acquisition of Inktomis enterprise search software assets, the
acquisition of Cardiff Software and the acquisition of the intellectual property, certain customer agreements and other strategic assets from NativeMinds. From time to time, we consider and evaluate potential business combinations both involving our
acquisition of another company and transactions involving the sale of Verity through, among other things, a possible merger or consolidation of our business into that of another entity. Acquisitions involve numerous risks, including the following:



| |  | difficulties in integration of the operations, technologies, products and personnel of the acquired companies;
| | - | --------------------------------------------------------------------------------------------------------------



| |  | the risk of diverting managements attention from normal daily operations of the business;
| | - | ------------------------------------------------------------------------------------------



| |  | accounting consequences, including changes in purchased research and development expenses, resulting in variability in our quarterly earnings;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  | potential difficulties in completing projects associated with purchased in-process research and development;
| | - | ------------------------------------------------------------------------------------------------------------



| |  | risks of entering markets in which we have no or limited direct prior experience and where competitors in these markets have stronger market positions;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  | the assumption of known and potentially unknown liabilities of the acquired company;
| | - | ------------------------------------------------------------------------------------



| |  | we may find that the acquired company or assets do not further our business strategy or that we paid more than what the company or assets are worth;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | we may have product liability associated with the sale of the acquired companys products;
| | - | ------------------------------------------------------------------------------------------



| |  | we may have difficulty maintaining uniform standards, controls, procedures and policies;
| | - | ----------------------------------------------------------------------------------------



| |  | our relationship with current and new employees and clients could be impaired;
| | - | ------------------------------------------------------------------------------



| |  | the acquisition may result in litigation from terminated employees or third parties who believe a claim against us would be valuable to pursue;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  | our due diligence process may fail to identify significant issues with product quality, product architecture and legal contingencies, among other matters;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | insufficient revenues to offset increased expenses associated with acquisitions;
| | - | --------------------------------------------------------------------------------



| |  | inability to renew third-party software license agreements; and
| | - | ---------------------------------------------------------------



| |  | market acceptance of new releases.
| | - | ----------------------------------



Acquisitions may also cause us to:



| |  | issue common stock that would dilute our current stockholders percentage ownership;
| | - | ------------------------------------------------------------------------------------



| |  | record goodwill and non-amortizable intangible assets that will be subject to impairment testing and potential periodic impairment charges;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



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| |  | incur amortization expenses related to certain intangible assets; or
| | - | --------------------------------------------------------------------



| |  | incur large and immediate write-offs.
| | - | -------------------------------------



We cannot assure you that future acquisitions will be successful and will not adversely affect our business. We must also maintain our ability to manage
any growth effectively. Failure to manage growth effectively and successfully integrate acquisitions could harm our business.



Our net income and earnings per share could be significantly reduced when we account for employee stock option and employee stock purchase plans using the fair
value method



We could report significant accounting
charges as a result of the requirement to record an expense for our stock-based compensation plans using the fair value method. For example, in fiscal year 2004, had we accounted for stock-based compensation plans using the fair-value method
prescribed in FASB Statement No. 123 as amended by Statement 148, net income would have been reduced by $32.9 million. The FASB has recently published Statement 123R, which requires public companies to comply as of the first interim or annual
reporting period beginning after June 15, 2005. In fiscal year 2006, we will then be required to record any compensation expense using the fair value method in connection with option grants to employees that have an exercise price at or above fair
market value at the grant date and for shares issued under our employee stock purchase plan.



See Note 2 to Condensed Consolidated Financial Statements for a more detailed presentation of accounting for stock-based compensation plans.



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Risks Related to Our Industry



We depend on increasing use of the Internet, intranets, extranets and portals and on the growth of electronic commerce. If the use of
the Internet, intranets, extranets and portals and electronic commerce do not grow as anticipated, our business will be seriously harmed



Most of our products depend on the increased acceptance and use of the Internet as a medium of commerce and on the development of corporate intranets,
extranets and portals. As a result, acceptance and use may not continue to develop at historical rates and a sufficiently broad base of business customers may not adopt or continue to use the Internet as a medium of commerce. The lack of such
development would impair demand for our products and would adversely affect our ability to sell our products. Demand and market acceptance for recently introduced services and products over the Internet and the development of corporate intranets,
extranets and portals are subject to a high level of uncertainty, and there exist few proven services and products.



The business of many of our customers, and consequently our ability to sell our products, would be seriously harmed if:



| |  | use of the Internet, the web and other online services does not continue to increase or increases more slowly than expected;
| | - | ----------------------------------------------------------------------------------------------------------------------------



| |  | the infrastructure for the Internet, the web and other online services does not effectively support expansion that may occur; or
| | - | --------------------------------------------------------------------------------------------------------------------------------



| |  | the Internet, the web and other online services do not create a viable commercial marketplace, inhibiting the development of electronic commerce and reducing the need for our
products and services.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Capacity constraints may restrict
the use of the Internet as a commercial marketplace, which would restrict our growth



The Internet may not be accepted as a viable long-term commercial marketplace for a number of reasons. These include:



| |  | potentially inadequate development of the necessary communication and network infrastructure, particularly if rapid growth of the Internet continues;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | delayed development of enabling technologies and performance improvements;
| | - | --------------------------------------------------------------------------



| |  | delayed development or adoption of new standards and protocols; and
| | - | -------------------------------------------------------------------



| |  | increased governmental regulation.
| | - | ----------------------------------



Our ability to grow our business is dependent on the growth of the Internet and, consequently, any adverse events relating to the Internet would impair
our ability to grow our business.



Security risks and concerns may deter
the use of the Internet for conducting electronic commerce, which would adversely affect the demand for our products



A significant barrier to electronic commerce and communications is the secure transmission of confidential information over public networks. Advances in
computer capabilities, new discoveries in the field of cryptography or other events or developments could result in compromises or breaches of our security systems or those of other web sites to protect proprietary information. If any
well-publicized compromises of security were to occur, it could have the effect of substantially reducing the use of the Internet for commerce and communications, resulting in reduced demand for our products, thus adversely affecting our revenues.



Item 3.Quantitative and Qualitative Disclosures About Market Risk



Interest Rate Risk.The primary objective of our investment activities is to preserve the principal while at the same time maximize yields without
significantly increasing our risk. To achieve this objective, we maintain our portfolio of cash equivalents and investments in a variety of securities, including both government and corporate obligations and money market funds. As of November 30,
2004, approximately 51% of our portfolio matures in one year or less, with the remainder maturing in less than three years. We do not use derivative financial instruments in our investment portfolio. We place our investments with high credit quality
issuers and, by policy, limit the amount of credit exposure to any one issuer.



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The following table presents the amounts of our cash equivalents and investments that are subject to
interest rate risk by year of expected maturity and average interest rates as of November 30, 2004



|                         |  |                        |        |   |        |   |        |        |  |   |        |   |  |        |       |       |  |   |            |   |         |   |  |   |         |  
|------------------------ |  | ---------------------- | ------ | - | ------ | - | ------ | ------ |  | - | ------ | - |  | ------ | ----- | ----- |  | - | ---------- | - | ------- | - |  | - | ------- | -
|                         |  | FY2005                 |        |   | FY2006 |   |        | FY2007 |  |   | FY2008 |   |  | FY2009 |       | Total |  |   | Fair Value |  
|                         |  | (Dollars in thousands) |       
|Cash equivalents         |  | $                      | 32,656 |   |        |   |       |        |  |   |       |   |  |        |      |       |  |  |            | $ | 32,656  |   |  | $ | 32,656  |  
|Average interest rate    |  |                        | 2.15   | % |        |   |       |        |  |   |       |   |  |        |      |       |  |  |            |   | 2.15    | % |  |   | 2.15    | %
|Fixed-rate securities    |  | $                      | 33,085 |   |        | $ | 38,505 |        |  | $ | 47,765 |   |  | $      | 2,007 |       |  |  |            | $ | 121,362 |   |  | $ | 121,362 |  
|Average interest rate    |  |                        | 2.20   | % |        |   | 2.54   | %      |  |   | 2.64   | % |  |        | 2.70  | %     |  |  |            |   | 2.49    | % |  |   | 2.49    | %
|Variable-rate securities |  | $                      | 12,990 |   |        |   |       |        |  |   |       |   |  |        |      |       |  |  |            | $ | 12,990  |   |  | $ | 12,990  |  
|Average interest rate    |  |                        | 2.00   | % |        |   |       |        |  |   |       |   |  |        |      |       |  |  |            |   | 2.00    | % |  |   | 2.00    | %



The following table
presents the amounts of our cash equivalents and investments that are subject to interest rate risk by year of expected maturity and average interest rates as of May 31, 2004



|                         |  |                        |        |   |        |   |        |        |  |   |        |   |        |   |       |   |  |            |         |   |  |   |         |  
|------------------------ |  | ---------------------- | ------ | - | ------ | - | ------ | ------ |  | - | ------ | - | ------ | - | ----- | - |  | ---------- | ------- | - |  | - | ------- | -
|                         |  | FY2005                 |        |   | FY2006 |   |        | FY2007 |  |   | FY2008 |   | FY2009 |   | Total |   |  | Fair Value |        
|                         |  | (Dollars in thousands) |       
|Cash equivalents         |  | $                      | 55,806 |   |        |   |       |        |  |   |       |   |        |  |       |  |  | $          | 55,806  |   |  | $ | 55,806  |  
|Average interest rate    |  |                        | 1.1    | % |        |   |       |        |  |   |       |   |        |  |       |  |  |            | 1.1     | % |  |   | 1.1     | %
|Fixed-rate securities    |  | $                      | 20,256 |   |        | $ | 37,177 |        |  | $ | 47,071 |   |        |  |       |  |  | $          | 104,504 |   |  | $ | 104,504 |  
|Average interest rate    |  |                        | 2.7    | % |        |   | 2.3    | %      |  |   | 2.7    | % |        |  |       |  |  |            | 2.6     | % |  |   | 2.6     | %
|Variable-rate securities |  | $                      | 5,000  |   |        |   |       |        |  |   |       |   |        |  |       |  |  | $          | 5,000   |   |  | $ | 5,000   |  
|Average interest rate    |  |                        | 1.2    | % |        |   |       |        |  |   |       |   |        |  |       |  |  |            | 1.2     | % |  |   | 1.2     | %



Foreign Currency
Transaction Risk. We transact business in various foreign currencies and have established a program that primarily utilizes foreign currency forward contracts to offset the risk associated with the effects of certain foreign currency
exposures. Under this program, increases or decreases in our foreign currency exposures are offset by gains or losses on the forward contracts, to mitigate the possibility of foreign currency transaction gains or losses. These foreign currency
exposures typically arise from intercompany sublicense fees and other intercompany transactions. Our forward contracts generally have terms of 180 days or less. We do not use forward contracts for trading purposes. All foreign currency transactions
and all outstanding forward contracts (non equity hedges) are marked to market at the end of the period with any changes in market value included in Other Income, net. Our ultimate realized gain or loss with respect to currency fluctuations will
depend on the currency exchange rates and other factors in effect as the contracts mature. Net foreign exchange transaction gain (loss) included in Other Income, net in the accompanying condensed consolidated statements of operations was $435,000 in
the six month period ended November 30, 2004. The fair value of the foreign currency forward contracts represented a $0.2 million assets as of November 30, 2004 as compared to a $0.2 million liability at May 31, 2004.



As of November 30, 2004 and May 31, 2004, our forward contracts consisted
solely of contracts for the exchange of Canadian Dollars for U.S. Dollars. As of these dates, the notional amounts (at contract exchange rates) and weighted average contractual foreign currency exchange rates for the outstanding forward contracts
were $3.6 million and $2.9 million, and 1.25 and 1.29, respectively. Notional weighted average exchange rates are quoted using market conventions where the currency is expressed in currency units per United States dollar. All of our forward
contracts mature in 180 days or less as of November 30, 2004.



Item 4.Controls and Procedures



Limitations on the Effectiveness of Controls. Our management, including the Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and our internal control
over financial reporting will provide reasonable assurance that all errors will be detected, but does not expect that our disclosure controls and procedures or our internal control over financial reporting will provide absolute assurance that all
errors will be detected. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Verity have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and
that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.



Evaluation of Disclosure Controls and Procedures. An evaluation was
performed under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of
November 30, 2004. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of November 30, 2004, to provide reasonable
assurance that the information required to be disclosed by us in reports we file with the Securities and Exchange Commission was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commissions rules.



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Changes in Internal Control over Financial Reporting. During the three month period ended November
30, 2004, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION



Item 1.Legal Proceedings



On October 22, 2004, Inxight Software, Inc., a privately held company, filed a complaint in the Superior Court of California for the County of Santa Clara against Verity, Inc. alleging, among other things, breach of
contract and trade secret misappropriation, and that Verity had otherwise exceeded its rights under its license agreement with Inxight. Inxight is seeking, among other things, monetary damages of at least $1 million and injunctive relief commanding
Verity to cease distributing Inxights product to Verity K2 product-line OEM customers.



On December 3, 2004, Verity filed an answer and cross-complaint against Inxight, in response to Inxights complaint that was filed on October 22. Veritys answer and cross-complaint seek a declaration that
Verity has acted within its rights under the license agreement, and that Inxights purported termination of the license subsequent to the filing of its complaint was invalid. In addition, Veritys cross-claim alleges that Inxight itself
has breached the license by purporting to terminate the parties license without cause, and that it has wrongfully interfered in Veritys business operations, and that such breach and wrongful conduct has caused injury to Verity in excess
of $1 million. Verity also alleges that Inxight wrongfully induced one of Veritys former employees, who is now employed at Inxight, to breach certain confidentiality obligations related to confidential and proprietary information of Verity.



Verity believes that its legal positions are meritorious, and
it intends to vigorously prosecute the litigation in order to confirm its rights. In addition, on November 29, 2004, Verity entered into license agreements with two software companies providing technology that is substantially similar to that
provided by Inxight. Accordingly, Verity does not expect that this dispute with Inxight will have a material effect on its results of operations.



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



Item 2(a). The table below sets forth information regarding repurchases of Verity common stock by Verity during the three month period ended November 30,
2004.



|                                             |  |                               |  |                             |       |                                                                      |         |                                                                          |   |           
|-------------------------------------------- |  | ----------------------------- |  | --------------------------- | ----- | -------------------------------------------------------------------- | ------- | ------------------------------------------------------------------------ | - | ----------
|Period                                       |  | TotalNumber ofSharesPurchased |  | Average Price PaidPer Share |       | Total Number ofShares Purchased asPart of PubliclyAnnounced Programs |         | Maximum DollarValue of Shares thatMay Yet Be PurchasedUnder the Programs
|September 1, 2004 through September 30, 2004 |  |                              |  | $                           |      |                                                                      |        |                                                                          | $ | 42,594,650
|October 1, 2004 through October 31, 2004     |  | 658,799                       |  | $                           | 12.76 |                                                                      | 658,799 |                                                                          | $ | 34,186,370
|November 1, 2004 through November 30, 2004   |  |                              |  |                             |      |                                                                      |        |                                                                          | $ | 34,186,370
|Total                                        |  | 658,799                       |  | $                           | 12.76 |                                                                      | 658,799 |                                                                          | $ | 34,186,370



On June 22, 2004 our
Board of Directors approved our current stock repurchase program, in which we are authorized to repurchase up to $50 million of common stock in fiscal 2005. The program will terminate at the end of the fiscal year ending May 31, 2005 unless amended
by the Board of Directors.



Item 3.Defaults upon Senior Securities



Not Applicable.



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



Veritys Annual Meeting of Stockholders was held on September 30, 2004. Proxies for the meeting were solicited pursuant to Regulation 14A. At the
meeting, managements nominees for three director positions to serve until Veritys 2007 annual meeting of stockholders were submitted to the stockholders of Verity. Managements nominees for director were elected by the following
vote:



|                    |  |            |  |           
|------------------- |  | ---------- |  | ----------
|                    |  | Shares    
|Nominee             |  | Voting For |  | Withheld  
|Karl C. Powell, Jr. |  | 33,859,704 |  | 685,537   
|Gary J. Sbona       |  | 32,950,471 |  | 1,594,770 
|John G. Schwarz     |  | 22,241,467 |  | 12,303,774



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Victor A. Cohn, Steven M. Krausz, Charles P. Waite, Jr., Anthony J. Bettencourt, Eric F. Brown, Stephen
A. MacDonald and Richard G. Stevens continued to serve as directors of Verity after the annual meeting. Mr. Cohn, Mr. Krausz and Mr. Waite will continue to serve until the Annual Meeting of Stockholders to be held in 2005. Mr. Bettencourt, Mr.
Brown, Mr. MacDonald and Mr. Stevens will continue to serve until the Annual Meeting of Stockholders to be held in 2006.



In addition, the following matters were voted upon:



|                                                                                                                                                                                          |  |             |   |  |            |   |  |                  |   |  |                  |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | - |  | ---------- | - |  | ---------------- | - |  | ---------------- | -
|                                                                                                                                                                                          |  | For         |   |  | Against    |   |  | Withheld/Abstain |   |  | Broker Non-votes |  
|Approval of Veritys 1995 Employee Stock Purchase Plan, as amended, to increase the aggregate number of shares of common stock authorized
for issuance under the plan by 2,000,000 shares |  | [20,169,136 | ] |  | [8,593,225 | ] |  | [287,221         | ] |  | [5,495,659       | ]
|                                                                                                                                                                                          |  |             |   | 
|Ratification of the selection of KPMG LLP as the independent auditors of Verity Company for the fiscal year ending May 31,
2005.                                                          |  | [34,280,897 | ] |  | [256,296   | ] |  | [8,048           | ] |  | [0               | ]



Item 5.Other Information



(a) None.



(b) None.



Item 6.Exhibits



Exhibits  See Exhibit Index following the signature page to this report, which is incorporated by reference here.



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SIGNATURE



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



VERITY, INC. (Registrant)By:

/s/ STEVEN R. SPRINGSTEELSteven R. SpringsteelSenior Vice President of Finance and Administration and Chief Financial Officer




Dated: January 7, 2005



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##### Table of Contents

INDEX TO EXHIBITS



|               |  |                                                                                                              
|-------------- |  | -------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                      
|3.1            |  | Restated Certificate of Incorporation of the Company. (1)                                                    
|               | 
|3.2            |  | By-Laws. (1)                                                                                                 
|               | 
|4.1            |  | Amended and Restated Rights Agreement dated August 1, 1995, as amended. (2)                                  
|               | 
|4.2            |  | Form of Rights Agreement between Verity, Inc. and First National Bank of Boston dated September 18, 1996. (3)
|               | 
|4.3            |  | First Amendment to Rights Agreement dated as of July 23, 1999 among Verity, Inc. and BankBoston, N.A. (4)    
|               | 
|10.35          |  | 1995 Verity, Inc. Employe Stock Purchase Plan, as amended September 30, 2004                                 
|               | 
|10.44          |  | Verity Executive Health Program                                                                              
|               | 
|31.1           |  | Certification of Anthony J. Bettencourt.                                                                     
|               | 
|31.2           |  | Certification of Steven R. Springsteel.                                                                      
|               | 
|32             |  | Certification of Chief Executive Officer and Chief Financial Officer.                                        

---

|(1) | Incorporated by reference from the exhibits with corresponding numbers from the Companys Form 10-Q for the quarter ended November 30, 2000 with the Securities and Exchange
Commission on January 10, 2001. (Commission No. 000-26880).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference from the exhibits with corresponding numbers from the Companys Registration Statement (No. 33-96228), declared effective on October 5, 1995.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference from Exhibit No. 1 to the Companys Form 8-K as filed with the Securities and Exchange Commission on October 10, 1996 (Commission No. 000-26880).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Exhibit 99.2 from the Companys Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 1999 (Commission No. 000-26880).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36