##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 March 31, 2005



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: 0-21541



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BITSTREAM INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 04-2744890                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



245 First Street,
17thFloor, Cambridge, Massachusetts 02142-1270

(Address of principal executive offices)



Registrants telephone number, including area code: (617) 497-6222



---



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



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



On May 10, 2005, there were 8,765,730 shares of Class A Common Stock, par value $0.01 per share issued, including 125,809 issued and designated as treasury shares, and no shares of Class B Common Stock, par value
$0.01 per share, issued or outstanding.



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##### Table of Contents

INDEX



|                                                                                              |  |            
|--------------------------------------------------------------------------------------------- |  | -----------
|                                                                                              |  | PAGENUMBERS
|PART I. FINANCIAL INFORMATION                                                                 |  |            
|                                                                                              | 
|ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS                                                     |  |            
|                                                                                              | 
|CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2005 AND DECEMBER 31, 2004                        |  | 2          
|                                                                                              | 
|CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2005 and 2004      |  | 3          
|                                                                                              | 
|CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004      |  | 4          
|                                                                                              | 
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                    |  | 5-12       
|                                                                                              | 
|ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 12-17      
|                                                                                              | 
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 17         
|                                                                                              | 
|ITEM 4. CONTROLS AND PROCEDURES                                                               |  | 18         
|                                                                                              | 
|PART II. OTHER INFORMATION                                                                    |  |            
|                                                                                              | 
|ITEM 1. LEGAL PROCEEDINGS                                                                     |  | 18         
|                                                                                              | 
|ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS                                  |  | 19         
|                                                                                              | 
|ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                       |  | 19         
|                                                                                              | 
|ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |  | 19         
|                                                                                              | 
|ITEM 5. OTHER INFORMATION                                                                     |  | 19         
|                                                                                              | 
|ITEM 6. EXHIBITS                                                                              |  | 20         
|                                                                                              | 
|SIGNATURES                                                                                    |  | 20         



1



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##### Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)



|                                                                                                                               |  |               |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                               |  | March 31,2005 |         |   | December 31,2004 |  
|ASSETS                                                                                                                         |  |               |         |   |                  |   |         |  
|Current assets:                                                                                                                |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                      |  | $             | 4,095   |   |                  | $ | 4,405   |  
|Accounts receivable, net of allowance of $26 at March 31, 2005 and December 31, 2004                                           |  |               | 1,262   |   |                  |   | 962     |  
|Prepaid expenses and other current assets                                                                                      |  |               | 210     |   |                  |   | 233     |  
|                                                                                                                               |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                           |  |               | 5,567   |   |                  |   | 5,600   |  
|                                                                                                                               |  |               |         |   |                  |   |         |  
|Property and equipment, net                                                                                                    |  |               | 338     |   |                  |   | 282     |  
|                                                                                                                               |  |               |         |   |                  |   |         |  
|Other assets:                                                                                                                  |  |               |         |   |                  |   |         |  
|Restricted cash                                                                                                                |  |               | 250     |   |                  |   | 250     |  
|Goodwill                                                                                                                       |  |               | 727     |   |                  |   | 727     |  
|Intangible assets                                                                                                              |  |               | 163     |   |                  |   | 174     |  
|                                                                                                                               |  |               |         |   |                  |   |         |  
|Total other assets                                                                                                             |  |               | 1,140   |   |                  |   | 1,151   |  
|                                                                                                                               |  |               |         |   |                  |   |         |  
|Total assets                                                                                                                   |  | $             | 7,045   |   |                  | $ | 7,033   |  
|                                                                                                                               |  |               |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                           |  |               |         |   |                  |   |         |  
|Current liabilities:                                                                                                           |  |               |         |   |                  |   |         |  
|Accounts payable                                                                                                               |  | $             | 967     |   |                  | $ | 278     |  
|Accrued expenses                                                                                                               |  |               | 635     |   |                  |   | 1,199   |  
|Deferred revenue                                                                                                               |  |               | 753     |   |                  |   | 792     |  
|                                                                                                                               |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                      |  |               | 2,355   |   |                  |   | 2,269   |  
|                                                                                                                               |  |               |         |   |                  |   |         |  
|Deferred rent                                                                                                                  |  |               | 198     |   |                  |   | 200     |  
|                                                                                                                               |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                              |  |               | 2,553   |   |                  |   | 2,469   |  
|                                                                                                                               |  |               |         |   |                  |   |         |  
|Commitments and contingencies (Note 5)                                                                                         |  |               |         |   |                  |   |         |  
|Stockholders equity :                                                                                                         |  |               |         |   |                  |   |         |  
|Preferred stock, $0.01 par value Authorized - 6,000 shares Issued and outstanding - 0 at March 31, 2005 and December 31, 2004  |  |               |        |   |                  |   |        |  
|Common stock, $0.01 par value Authorized - 30,500 shares Issued and outstanding- 8,765 at March 31, 2005 and December 31,
2004 |  |               | 88      |   |                  |   | 88      |  
|Additional paid-in capital                                                                                                     |  |               | 32,789  |   |                  |   | 32,789  |  
|Accumulated deficit                                                                                                            |  |               | (28,025 | ) |                  |   | (27,953 | )
|Treasury stock, at cost; 126 shares as of March 31, 2005 and December 31, 2004                                                 |  |               | (360    | ) |                  |   | (360    | )
|                                                                                                                               |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                                     |  |               | 4,492   |   |                  |   | 4,564   |  
|                                                                                                                               |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                     |  | $             | 7,045   |   |                  | $ | 7,033   |  
|                                                                                                                               |  |               |         |   |                  |   |         |  



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





2



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##### Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)



|                                                      |  |                             |       |   |      |   |       |  
|----------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                      |  | Three Months EndedMarch 31, |      
|                                                      |  | 2005                        |       |   | 2004 |  
|Revenue:                                              |  |                             |       |   |      |   |       |  
|Software licenses                                     |  | $                           | 2,809 |   |      | $ | 2,284 |  
|Services                                              |  |                             | 587   |   |      |   | 446   |  
|                                                      |  |                             |       |   |      |   |       |  
|Total revenue                                         |  |                             | 3,396 |   |      |   | 2,730 |  
|                                                      |  |                            
|Cost of revenue:                                      |  |                             |       |   |      |   |       |  
|Software licenses                                     |  |                             | 1,005 |   |      |   | 681   |  
|Services                                              |  |                             | 316   |   |      |   | 180   |  
|                                                      |  |                             |       |   |      |   |       |  
|Cost of revenue                                       |  |                             | 1,321 |   |      |   | 861   |  
|                                                      |  |                             |       |   |      |   |       |  
|Gross profit                                          |  |                             | 2,075 |   |      |   | 1,869 |  
|                                                      |  |                             |       |   |      |   |       |  
|Operating expenses:                                   |  |                             |       |   |      |   |       |  
|Marketing and selling                                 |  |                             | 669   |   |      |   | 693   |  
|Research and development                              |  |                             | 1,006 |   |      |   | 1,030 |  
|General and administrative                            |  |                             | 485   |   |      |   | 496   |  
|                                                      |  |                             |       |   |      |   |       |  
|Total operating expenses                              |  |                             | 2,160 |   |      |   | 2,219 |  
|                                                      |  |                             |       |   |      |   |       |  
|Operating loss                                        |  |                             | (85   | ) |      |   | (350  | )
|                                                      |  |                             |       |   |      |   |       |  
|Interest and other income, net                        |  |                             | 14    |   |      |   | 28    |  
|                                                      |  |                             |       |   |      |   |       |  
|Loss before provision for income taxes                |  |                             | (71   | ) |      |   | (322  | )
|                                                      |  |                            
|Provision for income taxes                            |  |                             | 1     |   |      |   | 23    |  
|                                                      |  |                             |       |   |      |   |       |  
|Net loss                                              |  | $                           | (72   | ) |      | $ | (345  | )
|                                                      |  |                             |       |   |      |   |       |  
|Basic and diluted net loss per share                  |  | $                           | (0.01 | ) |      | $ | (0.04 | )
|                                                      |  |                             |       |   |      |   |       |  
|Basic and diluted weighted average shares outstanding |  |                             | 8,640 |   |      |   | 8,449 |  
|                                                      |  |                             |       |   |      |   |       |  



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



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##### Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)



|                                                                            |  |                             |       |   |      |   |       |  
|--------------------------------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                                            |  | Three Months EndedMarch 31, |      
|                                                                            |  | 2005                        |       |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                             |       |   |      |   |       |  
|                                                                            |  |                            
|Net loss                                                                    |  | $                           | (72   | ) |      | $ | (345  | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                             |       |   |      |   |       |  
|Depreciation                                                                |  |                             | 45    |   |      |   | 45    |  
|Amortization                                                                |  |                             | 19    |   |      |   | 23    |  
|Changes in operating assets and liabilities:                                |  |                             |       |   |      |   |       |  
|Accounts receivable                                                         |  |                             | (300  | ) |      |   | 191   |  
|Prepaid expenses and other assets                                           |  |                             | 23    |   |      |   | (187  | )
|Accounts payable                                                            |  |                             | 689   |   |      |   | (229  | )
|Accrued expenses                                                            |  |                             | (564  | ) |      |   | 235   |  
|Deferred revenue                                                            |  |                             | (39   | ) |      |   | 65    |  
|Deferred rent (long term)                                                   |  |                             | (2    | ) |      |   | 69    |  
|                                                                            |  |                             |       |   |      |   |       |  
|Net cash used in operating activities                                       |  |                             | (201  | ) |      |   | (133  | )
|                                                                            |  |                             |       |   |      |   |       |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |  |                             |       |   |      |   |       |  
|                                                                            |  |                            
|Purchases of property and equipment, net                                    |  |                             | (101  | ) |      |   | (23   | )
|Additions to intangible assets                                              |  |                             | (8    | ) |      |   | (11   | )
|                                                                            |  |                             |       |   |      |   |       |  
|Net cash used in investing activities                                       |  |                             | (109  | ) |      |   | (34   | )
|                                                                            |  |                             |       |   |      |   |       |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                             |       |   |      |   |       |  
|                                                                            |  |                            
|Proceeds from exercise of stock options                                     |  |                             |      |   |      |   | 5     |  
|                                                                            |  |                             |       |   |      |   |       |  
|Net cash provided by financing activities                                   |  |                             |      |   |      |   | 5     |  
|                                                                            |  |                             |       |   |      |   |       |  
|Net Decrease in Cash and Cash Equivalents                                   |  |                             | (310  | ) |      |   | (162  | )
|Cash and Cash Equivalents, beginning of period                              |  |                             | 4,405 |   |      |   | 4,367 |  
|                                                                            |  |                             |       |   |      |   |       |  
|Cash and Cash Equivalents, end of period                                    |  | $                           | 4,095 |   |      | $ | 4,205 |  
|                                                                            |  |                             |       |   |      |   |       |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                           |  |                             |       |   |      |   |       |  
|Cash paid for interest                                                      |  | $                           |      |   |      | $ | 1     |  
|Cash paid for income taxes                                                  |  | $                           | 1     |   |      | $ | 12    |  



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



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##### Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2005



(1) Significant Accounting Policies



Bitstream Inc. (Bitstream) and its subsidiaries (collectively, the Company) enable customers worldwide to render high-quality
text, browse the Web on wireless devices, select from the largest collection of fonts online, and customize documents over the Internet. Its core competencies include font technology, browsing technology, and publishing technology. Visit Bitstream
on the Web at http://www.bitstream.com.



(a) Basis of Presentation



The consolidated financial statements of the Company
presented herein, without audit, have been prepared pursuant to the rules of the Securities and Exchange Commission (the SEC) for quarterly reports on Form 10-Q and do not include all of the information and footnote disclosures required
by generally accepted accounting principles. The balance sheet information at December 31, 2004 has been derived from the Companys audited consolidated financial statements. These statements should be read in conjunction with the consolidated
financial statements and notes thereto for the year ended December 31, 2004 included in the Companys Annual Report on Form 10-K, which was filed by the Company with the SEC on March 29, 2005. The balance sheet as of March 31, 2005, the
statements of operations for the three month ended March 31, 2005 and 2004, the statements of cash flows for the three months ended March 31, 2005 and 2004, and the notes to each are unaudited, but in the opinion of management include all
adjustments necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows of the Company for these interim periods.



The results of operations for the three months ended March 31, 2005 may not necessarily be indicative of the results to be
expected for the year ending December 31, 2005.



(b) Revenue
Recognition (in thousands)



The Company derives revenues
from the license of its software products, and from consulting and support and maintenance services. License revenue is recognized when persuasive evidence of an agreement exists, the product has been delivered or services have been provided, the
fee is fixed or determinable, and collection of the fee is probable.



We receive and recognize licensing fees and royalty revenue from: (1) Original Equipment Manufacturer (OEM) and Independent Software Vendor (ISV) customers for font rendering and page composition technologies; (2)
direct and indirect licenses of software publishing applications for the creation, enhancement, management, transport, viewing and printing of electronic information; (3) direct sales of custom design and consulting services to end users such as
graphic artists, desktop publishers, corporations and resellers; and (4) sales of fonts and publishing applications to foreign customers primarily through distributors.



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BITSTREAM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Certain OEM and ISV customers pay royalties only upon the sublicensing of the Companys products to end-users. License revenue is recognized when
persuasive evidence of an agreement exists, the product has been delivered or services have been provided, the fee is fixed or determinable, and collection of the fee is probable. Revenue from guaranteed minimum royalty licenses is recognized upon
delivery of the software license when no further obligations of the Company exist, while revenue on pay-as-you-go licenses is recognized in the period when sublicenses to end users are reported to the Company by the OEM or ISV customer. In certain
guaranteed minimum royalty licenses, the Company will enter into extended payment programs with creditworthy customers. Revenue related to extended payment programs is recognized when payment becomes due to the Company.



The Company recognizes license revenue from the resale of its products
through various resellers. Resellers may sell the Companys products in either an electronic format or CD format. Revenue is recognized if collection is probable, upon notification from the reseller that it has sold the product or if for a CD
product, upon delivery of the software.



Revenue from end user
product sales is recognized upon delivery of the software, net of estimated returns and allowances, and when collection is probable. Revenue related to extended payment programs is recognized when payment becomes due to the Company. End user sales
include e-commerce revenue generated from the Companys Web sites from the licensing of Bitstream fonts, and subscription licenses for the ThunderHawk browser, licensing of fonts developed by third parties and from fees received from referring
customers to other sites for which we have referral agreements. Referral revenue is recognized at the net amount received by Bitstream and for the three months ended March 31, 2005 and 2004 was $4 and $3, respectively. There are minimal costs
associated with the Referral Fee program, and primarily represent the time to load copies of the fonts provided by each participating foundry for addition to the MyFonts.com database. The Company expenses those costs as incurred.



The Company recognizes revenue under multiple-element arrangements using the
residual method when vendor-specific objective evidence of fair value exists for all of the undelivered elements under the arrangement. Under the residual method, the arrangement consideration is first allocated to undelivered elements based on
vendor-specific objective evidence of the fair value for each element and the residual amount is allocated to the delivered elements. Arrangement consideration allocated to undelivered elements is deferred and recognized as revenue when the elements
are delivered, if all other revenue recognition criteria are met. The Company has established sufficient vendor-specific objective evidence for the value of its consulting, training, and other services, based on the price charged when these elements
are sold separately. Accordingly, software license revenue is recognized under the residual method in arrangements in which software is licensed with consulting, training or other services.



Professional services include custom design and development and training. The
Company recognizes professional services revenue under software development contracts as services are provided for per diem contracts or by using the percentage-of-completion method of accounting for long-term fixed price contracts. Provisions for
any estimated losses on uncompleted contracts are made in the period in which such losses become probable.



The Company recognizes revenue from support and maintenance agreements ratably over the term of the agreement.



Deferred revenue includes unearned software maintenance revenue, certain
prepaid royalties and advance billings under software development contracts and page layout technology licenses.



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##### Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Cost of revenue from software licenses consists primarily of royalties paid to third party developers and foundries whose products the Company sells, and
costs to distribute the product, including the cost of the media on which it is delivered. Cost of revenue from services consists primarily of costs associated with customer support, consulting and custom product development services.



The Company generally warrants that its products will function substantially
in accordance with documentation provided to customers for approximately 90 days following initial delivery. The Company has not incurred any expenses related to warranty claims.



(c) Stock-Based Compensation



The Company accounts for its employee stock plans using the intrinsic value method. SFAS 123, Accounting for Stock-Based Compensation,
as amended by SFAS 148, Accounting for Stock-Based Compensation  Transition and Disclosure  an amendment to Statement of Financial Accounting Standards No. 123. disclosures include pro forma net income and earnings per
share as if the fair value-based method of accounting had been used. Stock issued to non-employees is accounted for in accordance with SFAS 123 and related interpretations. The following table sets forth the pro forma amounts of net loss and net
loss per share that would have resulted if the Company accounted for its employee stock plans under the fair value recognition provisions of SFAS 123, Accounting for Stock-Based Compensation (in thousands, except per share
amounts):



|                                                                                                                                       |  |                             |       |   |      |   |       |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                                                                                                       |  | Three Months EndedMarch 31, |      
|                                                                                                                                       |  | 2005                        |       |   | 2004 |  
|Net loss:                                                                                                                              |  |                             |       |   |      |   |       |  
|As reported                                                                                                                            |  | $                           | (72   | ) |      | $ | (345  | )
|Deduct: Total stock-based compensation expense determined under the fair value based method for all grants, net of related tax
effects |  |                             | 103   |   |      |   | 201   |  
|                                                                                                                                       |  |                             |       |   |      |   |       |  
|Pro forma                                                                                                                              |  | $                           | (175  | ) |      | $ | (546  | )
|                                                                                                                                       |  |                             |       |   |      |   |       |  
|Basic and diluted net loss per share:                                                                                                  |  |                             |       |   |      |   |       |  
|As reported                                                                                                                            |  | $                           | (0.01 | ) |      | $ | (0.04 | )
|Pro forma                                                                                                                              |  | $                           | (0.02 | ) |      | $ | (0.06 | )



For purposes of
computing pro forma net loss, the Company estimates the fair value of all option or warrant grants granted to employees as of March 31, 2005 using the Black Scholes option pricing model prescribed by SFAS No. 123. Assumptions used and weighted
average information are as follows:



|                         |  |                             |   |  |         |           
|------------------------ |  | --------------------------- | - |  | ------- | ----------
|                         |  | Three Months EndedMarch 31, |  
|                         |  | 2005                        |   |  | 2004    |           
|Risk-free interest rates |  | 3.69                        | % |  | 3.01    | % to 3.03%
|Expected dividend yield  |  |                            |   |  |        |           
|Expected lives           |  | 5 Years                     |   |  | 5 Years |           
|Expected volatility      |  | 104.52                      | % |  | 116.14  | %         





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##### Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



(d) Off-Balance Sheet Risk and Concentration of Credit Risk



Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade
accounts receivable. The Company places a majority of its cash investments in one highly-rated financial institution. The Company has not experienced significant losses related to receivables from any individual customers or groups of customers in
any specific industry or by geographic area. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be inherent in the Companys accounts receivable. Two customers each
accounted for 14% of the Companys accounts receivable at March 31, 2005. The Company does not have any off-balance sheet risks as of March 31, 2005. At December 31, 2004, no customer accounted for 10% or more of the Companys accounts
receivable. No single customer accounted for 10% or more of the Companys revenue for the periods ended March 31, 2005 or March 31, 2004, respectively.



(e) Goodwill and other intangible assets (in thousands)



Goodwill consists of the following:



|                                    |  |               |     |                  |   |    
|----------------------------------- |  | ------------- | --- | ---------------- | - | ---
|                                    |  | March 31,2005 |     | December 31,2004
|Acquisition of Type Solutions, Inc. |  | $             | 228 |                  | $ | 228
|Acquisition of Alaras Corporation.  |  |               | 499 |                  |   | 499
|                                    |  |               |     |                  |   |    
|Total Goodwill                      |  | $             | 727 |                  | $ | 727
|                                    |  |               |     |                  |   |    



The Company follows
the accounting and reporting requirements for goodwill and other intangible assets as required by SFAS No. 142, Goodwill and Other Intangible Assets. Under SFAS No. 142, goodwill and indefinite-lived intangible assets are not
amortized, but are required to be reviewed annually for impairment, or more frequently if impairment indicators arise. Separable intangible assets that have finite lives are amortized over their useful lives. The Company has determined that it does
not have separate reporting units and thus goodwill is combined and valued based upon an enterprise- wide valuation.



In connection with its adoption of SFAS 142, the Company reassessed the useful lives and the classification of its identifiable intangible assets and
determined that they continue to be appropriate.



The components of the
Companys amortized intangible assets follow:



|                  |  |                       |     |                          |   |      |                    |  |                     |     |                          |   |     |                    |   |      |   |  |   |    
|----------------- |  | --------------------- | --- | ------------------------ | - | ---- | ------------------ |  | ------------------- | --- | ------------------------ | - | --- | ------------------ | - | ---- | - |  | - | ---
|                  |  | March 31, 2005        |     | December 31, 2004       
|                  |  | Gross Carrying Amount |     | Accumulated Amortization |   |      | Net CarryingAmount |  | GrossCarryingAmount |     | Accumulated Amortization |   |     | Net CarryingAmount
|Marketing-related |  | $                     | 76  |                          | $ | (65  | )                  |  | $                   | 11  |                          | $ | 76  |                    | $ | (63  | ) |  | $ | 13 
|Technology-based  |  |                       | 489 |                          |   | (337 | )                  |  |                     | 152 |                          |   | 481 |                    |   | (320 | ) |  |   | 161
|                  |  |                       |     |                          |   |      |                    |  |                     |     |                          |   |     |                    |   |      |   |  |   |    
|Total             |  | $                     | 565 |                          | $ | (402 | )                  |  | $                   | 163 |                          | $ | 557 |                    | $ | (383 | ) |  | $ | 174
|                  |  |                       |     |                          |   |      |                    |  |                     |     |                          |   |     |                    |   |      |   |  |   |    



8



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##### Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Amortization expense for finite-lived intangible assets for the three months ended March 31, 2005 and 2004 was $19 and $23, respectively. Estimated
amortization for the five succeeding years follows:



|                                |  |   |    
|------------------------------- |  | - | ---
|Estimated Amortization Expense: |  |  
|2005, remainder                 |  | $ | 57 
|2006                            |  |   | 53 
|2007                            |  |   | 31 
|2008                            |  |   | 19 
|2009                            |  |   | 3  
|                                |  |   |    
|                                |  | $ | 163
|                                |  |   |    



(f) Reclassifications



Certain prior year account balances have been
reclassified to be consistent with the current years presentation.



(g) Recently Issued Accounting Standards



In
October 2004, the American Jobs Creation Act (the Act) was signed into law. The Act contains provisions that might affect Bitstreams future effective tax rate. The Company has begun its evaluation of the effects of the Act, but
does not expect to be able to complete this evaluation until after the U.S. Treasury Department or Internal Revenue Service provide additional clarifying language on key elements of the Act. The Internal Revenue Service has stated publicly that it
expects to release this guidance by the end of the calendar year. The Company expects to be in a position to complete its evaluation, and to record any resulting income taxes by the end of this fiscal year. While the Company is currently uncertain
as to the impact of the Act on our annual tax rate, it does not anticipate the impact, if any, to be material.



In December 2004, the FASB issued SFAS 123(R), Share-Based Payments, which replaces FASB Statement No. 123, Accounting for Stock-Based
Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123(R) will require all share-based payments to employees, including grants of employee stock options, to be recognized in the
statement of operations based on their fair values. SFAS 123(R) offers alternative methods for determining the fair value. In April 2005, the SEC issued a new rule that allows companies to implement Statement No. 123(R) at the beginning of the next
fiscal year, instead of the next reporting period that begins after June 15, 2005. As a result, the Company will implement SFAS 123(R) in the reporting period starting January 1, 2006. See Stock-Based Compensation above for the pro forma
net income and net income per share amounts for the three months ended March 31, 2005 and 2004, as if the Company had used a fair-value-based method similar to the methods required under SFAS 123R to measure compensation expense for employee stock
incentive awards. Although the Company has not yet determined whether the adoption of SFAS 123R will result in amounts that are similar to the current pro forma disclosures under SFAS 123, it is evaluating the requirements under SFAS 123R and
expects the adoption to have a significant adverse impact on our consolidated statements of income and net income per share.



9



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##### Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



(2) Income (Loss) Per Share (in thousands)



Basic earnings or loss per share is determined by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share reflect the effect of
the conversion of potentially dilutive securities, such as stock options and warrants, based on the treasury stock method. In computing diluted earnings per share, common stock equivalents are not considered in periods in which a net loss is
reported, as the inclusion of the common stock equivalents would be antidilutive. As a result there is no difference between the Companys basic and diluted loss per share for the three months ended March 31, 2005 and 2004.



If the Company had reported a profit for these periods, potential common
shares would have increased the weighted average shares outstanding by 650 and 914 shares for three months ended March 31, 2005 and 2004, respectively. In addition, there were warrants and options outstanding to purchase 572 and 571 shares for the
three months ended March 31, 2005 and 2004, respectively, that were not included in the potential common share computations because their exercise prices were greater than the market price of the Companys common stock. These common stock
equivalents are antidilutive even when a profit is reported in the numerator.



(3) Accrued Expenses, (in thousands)



|                                             |  |               |     |                  |   |      
|-------------------------------------------- |  | ------------- | --- | ---------------- | - | -----
|                                             |  | March 31,2005 |     | December 31,2004
|Accrued expenses consist of the following:   |  |               |     |                  |   |      
|Accrued royalties                            |  | $             | 86  |                  | $ | 324  
|Payroll and other compensation               |  |               | 390 |                  |   | 678  
|Accrued professional and consulting services |  |               | 134 |                  |   | 158  
|Other                                        |  |               | 25  |                  |   | 39   
|                                             |  |               |     |                  |   |      
|Total                                        |  | $             | 635 |                  | $ | 1,199
|                                             |  |               |     |                  |   |      



(4) Geographical Reporting (in
thousands):



The Company attributes revenue to
different geographical areas on the basis of the location of the customer. All of the Companys product sales for the three months ended March 31, 2005 and 2004 were shipped from its headquarters located in the United States. Revenue by
geographic area is as follows:



|                                                                                                       |  |                             |       |      |   |      
|------------------------------------------------------------------------------------------------------ |  | --------------------------- | ----- | ---- | - | -----
|                                                                                                       |  | Three Months EndedMarch 31,
|                                                                                                       |  | 2005                        |       | 2004
|*Revenue:                                                                                              |  |                             |       |      |   |      
|United States                                                                                          |  | $                           | 2,774 |      | $ | 2,101
|Japan                                                                                                  |  |                             | 40    |      |   | 171  
|United Kingdom                                                                                         |  |                             | 262   |      |   | 134  
|                                                                                                       |  |                            
|Other (Countries less than 5% individually, by Region, excluding countries specifically listed above): |  |                             |       |      |   |      
|Europe                                                                                                 |  |                             | 243   |      |   | 240  
|Asia                                                                                                   |  |                             |      |      |   | 44   
|Other, including Canada                                                                                |  |                             | 77    |      |   | 40   
|                                                                                                       |  |                             |       |      |   |      
|Total revenue                                                                                          |  | $                           | 3,396 |      | $ | 2,730
|                                                                                                       |  |                             |       |      |   |      

---

|* | If revenue attributable to a specific country is greater than 5% in any period, revenue attributable to that country is disclosed for all periods. E-commerce revenue is all included
as attributable to the United States.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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##### Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



All of the Companys long-lived tangible assets are located in the United States of America.



(5) Commitments and contingencies (in thousands):



Lease Commitments



The Company conducts its operations in leased facilities. In August 2003, the Company entered into a six-year lease
agreement and moved its corporate offices. The new lease agreement commenced on September 1, 2003 and obligated the Company to make minimum lease payments plus its pro-rata share of future real estate tax increases and certain operating expense
increases above the base year. This lease agreement also required the Company to obtain a Letter of Credit in the amount of $250, which resulted in $250 in cash being classified as restricted on the Companys Balance Sheet. The amount will be
reduced to $200 on the second anniversary and further to $150 on the fourth anniversary of the lease.



Royalties



The Company
has certain royalty commitments associated with the shipment and licensing of certain products. Royalty expense is primarily based on a dollar amount per unit shipped or a percentage of the underlying revenue. Royalty expense is recorded under cost
of license revenue on our consolidated Statement of Operations.



Guarantees



The Company enters into standard indemnification
agreements in the ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally business partners
or customers, in connection with any U.S. patent, or any copyright or other intellectual property infringement claim by any third party with respect to the Companys products. The term of these indemnification agreements is generally perpetual
any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle
claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal.



Legal Actions



On June 24, 2003, Monotype Imaging Inc. (formerly Agfa Monotype Corporation) and International Typeface Corporation filed a complaint in the U.S. District
Court for the Northern District of Illinois Eastern Division claiming that the Company, through its TrueDoc software, infringes trademarks and copyrights and violates the Digital Millennium Copyright Act. The complaint fails to identify any of the
plaintiffs trademarks or copyrights that have been allegedly infringed and does not specify any amount of monetary damages. The plaintiffs do seek injunctive relief, but do not make any statement that any of the alleged acts have actually
taken place. The Company is contesting these claims.



From time
to time, in addition to the infringement case identified above, the Company is subject to legal proceedings and claims in the ordinary course of business, including claims of infringement of third-party patents and other intellectual property
rights, commercial, employment and other matters.



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##### Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



In accordance with generally accepted accounting principles, the Company makes a provision for a liability when it is both probable that a liability has
been incurred and the amount of the loss can be reasonably estimated. This provision is reviewed at least quarterly. As of March 31, 2005 no liability has been recorded. Litigation is inherently unpredictable and it is possible that the
Companys financial position, cash flows, or results of operations could be affected in any particular period by the resolution of one or more of these contingencies or the costs involved in seeking the resolution of these contingencies.



PART 1, 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 notes thereto.



OVERVIEW



Founded in 1981, Bitstream Inc. (Bitstream or the Company) is a software development company that
makes communications compelling. We enable our customers worldwide to render high-quality text, browse the Web on wireless devices, select from the largest collection of fonts online, and customize documents over the Internet. Our core competencies
include fonts and font technology, browsing technology, and publishing technology.



The Company maintains its executive offices at 245 First Street, 17thFloor,
Cambridge, Massachusetts 02142. Our telephone number is 617-497-6222. We maintain a Web site at www.bitstream.com. Investors can obtain copies of our SEC filings from this site free of charge, as well as from the SEC Web site at
www.sec.gov.



CRITICAL ACCOUNTING POLICIES



We incorporate by reference the section
Managements Discussion and Analysis of Financial Condition and Results of Operation  Critical Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 29, 2005. No changes have
been made to these policies since December 31, 2004.



FORWARD
LOOKING STATEMENTS



Except for the historical information
contained herein, this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Investors
are cautioned that forward-looking statements are inherently uncertain. Actual performance and results of operations may differ materially from those projected or suggested in the forward-looking statements due to certain risks and uncertainties,
including, without limitation, market acceptance of the Companys products, competition and the timely introduction of new products. Additional information concerning certain risks and uncertainties that would cause actual results to differ
materially from those projected or suggested in the forward-looking statements is contained in the Companys filings with the Securities



12



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##### Table of Contents

PART 1, ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS  (Continued)



and Exchange Commission (SEC), including those risks and uncertainties discussed under the Forward Looking Statements section in the Companys Annual
Report filed with the SEC on Form 10-K on March 29, 2005. The forward-looking statements contained herein represent the Companys judgment as of the date of this report, and the Company cautions readers not to place undue reliance on such
statements. Management undertakes no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.



RESULTS OF OPERATIONS (in thousands, except percentages)



Revenue and Gross Profit:



|                      |  |                              |       |              |         |   |         |   |              |  |       |        |  |   |     |  |      |  
|--------------------- |  | ---------------------------- | ----- | ------------ | ------- | - | ------- | - | ------------ |  | ----- | ------ |  | - | --- |  | ---- | -
|                      |  | Three Months Ended March 31, |      
|                      |  | 2005                         |       | % of Revenue |         |   | 2004    |   | % of Revenue |  |       | Change | 
|                      |  |                              |       |              | Dollars |   | Percent |  
|Revenue               |  |                              |       |              |         |   |         |   |              |  |       |        |  |   |     |  |      |  
|Software licenses     |  | $                            | 2,809 |              | 82.7    | % |         | $ | 2,284        |  | 83.7  | %      |  | $ | 525 |  | 23.0 | %
|Services              |  |                              | 587   |              | 17.3    |   |         |   | 446          |  | 16.3  |        |  |   | 141 |  | 31.6 |  
|                      |  |                              |       |              |         |   |         |   |              |  |       |        |  |   |     |  |      |  
|Total revenue         |  |                              | 3,396 |              | 100.0   |   |         |   | 2,730        |  | 100.0 |        |  |   | 666 |  | 24.4 |  
|                      |  |                              |       |              |         |  
|Cost of Revenue       |  |                              |       |              |         |   |         |   |              |  |       |        |  |   |     |  |      |  
|Software licenses     |  |                              | 1,005 |              | 35.8    |   |         |   | 681          |  | 29.8  |        |  |   | 324 |  | 47.6 |  
|Services              |  |                              | 316   |              | 53.8    |   |         |   | 180          |  | 40.4  |        |  |   | 136 |  | 75.6 |  
|                      |  |                              |       |              |         |   |         |   |              |  |       |        |  |   |     |  |      |  
|Total cost of revenue |  |                              | 1,321 |              | 38.9    |   |         |   | 861          |  | 31.5  |        |  |   | 460 |  | 53.4 |  
|                      |  |                              |       |              |         |   |         |   |              |  |       |        |  |   |     |  |      |  
|Gross Profit          |  | $                            | 2,075 |              | 61.1    | % |         | $ | 1,869        |  | 68.5  | %      |  | $ | 206 |  | 11.0 | %
|                      |  |                              |       |              |         |   |         |   |              |  |       |        |  |   |     |  |      |  



The increase in
license revenue was primarily due to direct sales, including e-commerce sales, which increased $528 to $1,988 for the three months ended March 31, 2005 as compared to $1,460 for the three months ended March 31, 2004. The increase in revenue from
services for the three months ended march 31, 2005 was primarily due to increases in maintenance and support contracts associated with the Companys publishing product line. The Company expects this revenue trend to continue and that the
resulting cost of revenue and gross profit a percentage of revenue to approximate the above percentages for the year.



The Company recognizes license revenue from direct sale of its products and products licensed from third parties including e-commerce sales made via the
Companys Web sites, from licensing agreements with OEMs and ISVs, and from the resale of its products through various resellers. Reseller revenue is recognized if collection is probable, upon notification from the reseller that it has sold the
product or if for a physical product, upon delivery of the software. Revenue from resellers increased $110 to $355 for the three months ended March 31, 2005 from $245 for the three months ended March 31, 2004. E-commerce sales include revenue from
the licensing of Bitstream fonts and font technology, the licensing of the ThunderHawk browser, the licensing of fonts and font technology developed by third parties and from fees received from referring customers to other sites for which we have
referral agreements. Referral revenue is recognized at the net amount received by Bitstream and was $4 and $3 for the three months ended March 31, 2005 and 2004, respectively. There are minimal costs associated with the referral revenue, which
primarily represent the time to load copies of the fonts provided by each participating foundry for addition to the MyFonts.com database. The Company expenses those costs as incurred.



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PART 1, ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
(Continued)



The increases in cost of license revenue for
the three months ended March 31, 2005 as compared to the three months ended March 31, 2004 were primarily due to increased royalty, shipping, and credit card processing expenses in connection with the Companys increased e-commerce sales. The
increase in cost of services revenue for the three months ended March 31, 2005 as compared to the three months ended March 31, 2004 was primarily due to an increase in customer consulting resources for the publishing product line of $63 and an
increase in internal resource costs of $69 for custom font development. Cost of revenue for the Company includes royalties and fees paid to third parties for the development or license of rights to technology and/or unique typeface designs, costs
incurred in the fulfillment of custom orders, costs incurred in providing customer support, maintenance, and training, and costs associated with the duplication, packaging and shipping of product.



Operating Expenses:



|                           |  |                              |       |              |         |   |      |         |              |  |      |        |  |   |     |   |  |      |   
|-------------------------- |  | ---------------------------- | ----- | ------------ | ------- | - | ---- | ------- | ------------ |  | ---- | ------ |  | - | --- | - |  | ---- | --
|                           |  | Three Months Ended March 31, |      
|                           |  | 2005                         |       | % of Revenue |         |   | 2004 |         | % of Revenue |  |      | Change | 
|                           |  |                              |       |              | Dollars |   |      | Percent |             
|Marketing and selling      |  | $                            | 669   |              | 19.7    | % |      | $       | 693          |  | 25.4 | %      |  | $ | (24 | ) |  | (3.5 | )%
|Research and development   |  |                              | 1,006 |              | 29.6    |   |      |         | 1,030        |  | 37.7 |        |  |   | (24 | ) |  | (2.3 | ) 
|General and administrative |  |                              | 485   |              | 14.3    |   |      |         | 496          |  | 18.2 |        |  |   | (11 | ) |  | (2.2 | ) 
|                           |  |                              |       |              |         |   |      |         |              |  |      |        |  |   |     |   |  |      |   
|Total operating expenses   |  | $                            | 2,160 |              | 63.6    | % |      | $       | 2,219        |  | 81.3 | %      |  | $ | (59 | ) |  | (2.7 | )%
|                           |  |                              |       |              |         |   |      |         |              |  |      |        |  |   |     |   |  |      |   



Marketing and selling
(M&S) expense consist primarily of salaries and benefits, commissions, travel expenses and facilities costs related to sales and marketing personnel, as well as marketing program-related costs including trade shows and advertising.
The decrease in M&S expense for the three months ended March 31, 2005 as compared to the three months ended March 31, 2004 was primarily the result of a change in the schedule of publishing industry trade shows which had taken place during the
first quarter of 2004 to be held during the second quarter of 2005. The Companys management expects M&S expense to increase for the remainder of 2005 as compared to the same period in 2004.



Research and development (R&D) expense consist primarily of
salary and benefit costs, contracted third-party development costs, and facility costs related to software developers and management. The decrease in R&D expense for the three months ended March 31, 2005 as compared to the three months ended
March 31, 2004 was primarily the result of a decrease in the internal resources allocated to R&D for internal R&D projects. The Companys management expects expenditures on R&D to approximate their current level until the fourth
quarter when the Company plans to add additional R&D resources.



General and administrative (G&A) expense consists primarily of salaries, benefits, and other related costs including travel and facility expenses for finance, human resource, legal and executive personnel, legal and
accounting professional services, provision for bad debts and director and officer insurance. G&A expenses decreased for the three months ended March 31, 2005 as compared to the three months ended March 31, 2004 primarily due to a decrease in
legal costs to defend against certain trademark infringement lawsuits. This decrease was partially offset by a $60,000 bad debt write-off expensed during the three months ended March 31, 2005. The Companys management expects G&A expense as
a percent of revenue to approximate the above value for the year but cannot predict the timing or level of the legal costs involved in seeking resolution of the outstanding legal proceedings described above.



14



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##### Table of Contents

PART 1, ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
(Continued)



Other income and (expense), net;



|                               |  |                              |    |              |         |   |      |         |              |  |     |        |  |   |     |   |  |       |   
|------------------------------ |  | ---------------------------- | -- | ------------ | ------- | - | ---- | ------- | ------------ |  | --- | ------ |  | - | --- | - |  | ----- | --
|                               |  | Three Months Ended March 31, |   
|                               |  | 2005                         |    | % of Revenue |         |   | 2004 |         | % of Revenue |  |     | Change | 
|                               |  |                              |    |              | Dollars |   |      | Percent |             
|Interest and other income, net |  | $                            | 14 |              | 0.4     | % |      | $       | 28           |  | 1.0 | %      |  | $ | (14 | ) |  | (50.0 | )%
|                               |  |                              |    |              |         |   |      |         |              |  |     |        |  |   |     |   |  |       |   
|Total Other Income             |  | $                            | 14 |              | 0.4     | % |      | $       | 28           |  | 1.0 | %      |  | $ | (14 | ) |  | (50.0 | )%
|                               |  |                              |    |              |         |   |      |         |              |  |     |        |  |   |     |   |  |       |   



Other income for the
three months ended March 31, 2005 and 2004 includes interest income earned on cash and money market instruments net of interest expense. In addition, other income for the three months ended March 31, 2004 consists of a realized gain on foreign
currency related to the closure of the UK sales office of $15.



Provision
for income taxes:



|                           |  |                              |   |              |         |   |      |         |              |  |     |        |  |   |     |   |  |       |   
|-------------------------- |  | ---------------------------- | - | ------------ | ------- | - | ---- | ------- | ------------ |  | --- | ------ |  | - | --- | - |  | ----- | --
|                           |  | Three Months Ended March 31, |  
|                           |  | 2005                         |   | % of Revenue |         |   | 2004 |         | % of Revenue |  |     | Change | 
|                           |  |                              |   |              | Dollars |   |      | Percent |             
|Provision for Income Taxes |  | $                            | 1 |              | 0.0     | % |      | $       | 23           |  | 0.8 | %      |  | $ | (22 | ) |  | (95.7 | )%
|                           |  |                              |   |              |         |   |      |         |              |  |     |        |  |   |     |   |  |       |   



The provision for
income taxes consists primarily of foreign income taxes. Foreign taxes vary with royalties from customers in countries who have signed tax conventions with the United States including Japan, Korea, and Poland.



LIQUIDITY AND CAPITAL RESOURCES (in thousands, except share amounts)



The Company has funded its operations primarily through
the public sale of equity securities, cash flows from operations, cash received from the sale of the Companys MediaBank and InterSep OPI product lines to Inso Providence Corporation in August of 1998, and cash received from the sale of the
Companys investment in DiamondSoft to Extensis in July of 2003. As of March 31, 2005, the Company had net working capital of $3,212 as compared to $3,331 at December 31, 2004.



The Company used cash of approximately $201 and $133 to fund its operations during the three months ended March 31, 2005 and
2004, respectively. This cash was used to fund the Companys net losses, which after adjustment for non-cash expenses used $8 and $277 in cash during the three months ended March 31, 2005 and 2004, respectively. Changes in operating assets and
liabilities resulted in the use of $193 for the three months ended March 31, 2005 primarily due to a $300 increase in accounts receivable, which was partially offset by a $125 increase in accounts payable and accrued expenses. Changes in operating
assets and liabilities resulted in a cash savings of $144 for the three months ended March 31, 2004 primarily due to the collection of accounts receivable and the resulting decrease in the receivable balance during the three month period then ended.
The Companys investing activities for the three months ended March 31, 2005 and 2004 used cash to acquire additional property and equipment and intangible assets of $109 and $34, respectively. The Companys financing activities provided
cash of $0 and $5 for the three months ended March 31, 2005 and 2004, respectively, from the exercise of stock options.



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PART 1, ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
(Continued)



The Company believes its current cash and
cash equivalent balances will be sufficient to meet the Companys operating and capital requirements for at least the next 12 months. There can be no assurance, however, that the Company will not require additional financing in the future. If
the Company were required to obtain additional financing in the future, there can be no assurance that sources of capital will be available on terms favorable to the Company, if at all.



As of March 31, 2005, the Company had no material commitments for capital expenditures. From time to time, the Company
evaluates potential acquisitions of products, businesses and technologies that may complement or expand the Companys business. Any such transactions consummated may use a portion of the Companys working capital or require the Company to
issue additional equity securities or incur debt.



The Company
conducts its operations in leased facilities. In August 2003, the Company entered into a six-year lease agreement and moved its corporate offices. The new lease agreement commenced on September 1, 2003 and obligated the Company to make minimum lease
payments plus its pro-rata share of future real estate tax increases and certain operating expense increases above the base year. This lease agreement also required the Company to obtain a Letter of Credit in the amount of $250, which resulted in
$250 in cash being classified as restricted on the Companys Balance Sheet. The amount will be reduced to $200 on the second anniversary and further to $150 on the fourth anniversary of the lease.



The Company has entered into certain agreements to pay royalties based on the
shipment and licensing of certain products. Royalty expense is primarily based on a dollar amount per unit shipped or a percentage of the underlying revenue. Royalty expense is recorded as cost of license revenue on our consolidated Statement of
Operations.



The Company enters into standard indemnification
agreements in the ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally business partners
or customers, in connection with any U.S. patent, or any copyright or other intellectual property infringement claim by any third party with respect to the Companys products. The term of these indemnification agreements is generally perpetual
any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle
claims based on these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal.



RECENT ACCOUNTING PRONOUNCEMENTS



In October 2004, the American Jobs Creation Act (the Act) was signed into law. The Act contains provisions that might affect Bitstreams
future effective tax rate. The Company has begun its evaluation of the effects of the Act, but do not expect to be able to complete this evaluation until after the U.S. Treasury Department or Internal Revenue Service provides additional clarifying
language on key elements of the Act. The Internal Revenue Service has stated publicly that it expects to release this guidance by the end of the calendar year. The Company expects to be in a position to complete its evaluation, and to record any
resulting income taxes by the end of this fiscal year. While the Company is currently uncertain as to the impact of the Act on our annual tax rate, it does not anticipate the impact, if any, to be material.



In December 2004, the FASB issued SFAS 123(R), Share-Based
Payments, which replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123(R) will require all share-based payments to
employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. SFAS 123(R) offers alternative methods for determining the fair value. In April 2005, the SEC issued a new rule that
allows companies to implement Statement No. 123(R) at the beginning of the next fiscal year, instead of the next reporting period, that begins after June 15, 2005. As a result, the Company will implement SFAS 123(R) in the



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reporting period starting January 1, 2006. See Stock-Based Compensation above for the pro forma net income
and net income per share amounts, for the three months ended March 31, 2005 and 2004, as if the Company had used a fair-value-based method similar to the methods required under SFAS 123R to measure compensation expense for employee stock incentive
awards. Although the Company has not yet determined whether the adoption of SFAS 123R will result in amounts that are similar to the current pro forma disclosures under SFAS 123, it is evaluating the requirements under SFAS 123R and expects the
adoption to have a significant adverse impact on our consolidated statements of income and net income per share.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Derivative Financial Instruments, Other Financial Instruments and Derivative Commodity Instruments.



As of March 31, 2005, the Company did not participate in any derivative financial instruments or other financial and commodity instruments for which fair
value disclosure would be required under SFAS No. 107. All of the Companys investments are short-term money market accounts and bank deposits that are carried on the Companys books at fair market value. Accordingly, the Company has no
quantitative information concerning the market risk of participating in such investments.



Primary Market Risk Exposures



The Companys primary market risk exposures are in the areas of interest rate risk and foreign currency exchange rate risk. The Companys investment portfolio of cash equivalent and short-term investments is subject to interest
rate fluctuations, but the Company believes this risk is immaterial due to the short-term nature of these investments. The Companys exposure to currency exchange rate fluctuations has been and is expected to continue to be modest due to the
fact that the operations of its international subsidiary are almost exclusively conducted in their respective local currencies. The Companys international subsidiary is currently inactive and the impact of currency exchange rate movements on
inter-company transactions was immaterial for the three months ended March 31, 2005. International subsidiary operations, if resumed, will be translated into U.S. dollars and consolidated for reporting purposes. Currently, the Company does not
engage in foreign currency hedging activities.



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ITEM 4. CONTROLS AND PROCEDURES



Based on the evaluation of the Companys disclosure controls and procedures as of March 31, 2005, each of Anna Chagnon, Chief Executive Officer, and James Dore, Chief Financial Officer of the Company have concluded that the
Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were sufficiently effective to ensure that information required to be disclosed by the Company in
this quarterly report on Form 10-Q was recorded, processed, summarized and reported within the time periods specified in the SECs rules and regulations.



There were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls during the
quarter ended March 31, 2005, including any corrective actions with regard to significant deficiencies and material weaknesses.



The Companys management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Companys disclosure
controls and procedures or its internal controls will prevent all error and fraud. 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.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. 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 the Company have been detected.



PART II  OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



On
June 24, 2003, Agfa Monotype Corporation and International Typeface Corporation filed a complaint in the U.S. District Court for the Northern District of Illinois Eastern Division claiming that the Company, through its TrueDoc software, infringes
trademarks and copyrights and violates the Digital Millennium Copyright Act. The complaint fails to identify any of the plaintiffs trademarks or copyrights that have been allegedly infringed and does not specify any amount of monetary damages.
The plaintiffs seek injunctive relief, but do not make any statement that any of the alleged acts have actually taken place. The Company is contesting these claims.



From time to time, in addition to the infringement case identified above, the Company is subject to legal proceedings and
claims in the ordinary course of business, including claims of infringement of third-party patents and other intellectual property rights, commercial, employment and other matters.



In accordance with generally accepted accounting principles, the Company makes a provision for a liability when it is both
probable that a liability has been incurred and the amount of the loss can be reasonably estimated. This provision is reviewed at least quarterly. As of March 31, 2005 no liability for legal claims has been recorded. Litigation is inherently
unpredictable and it is possible that the Companys Financial Position, cash flows, or results of operations could be affected in any particular period by the resolution of one or more of these contingencies or the costs involved in seeking
resolution to these contingencies.





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ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS



|(a) | Instruments defining the rights of the holders of any class of registered securities of the Company have not been materially modified during the three months ended March 31, 2005.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Rights evidenced by any class of registered securities of the Company have not been materially limited or qualified by the issuance or modification of any other class of securities
during the three months ended March 31, 2005.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | There were no unregistered securities sold by the Company during the three months ended March 31, 2005.
|--- | -------------------------------------------------------------------------------------------------------



|(d) | There were no repurchases by the Company of its equity securities during the three months ended March 31, 2005.
|--- | ---------------------------------------------------------------------------------------------------------------



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



Not applicable.



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



No matters were submitted to a vote of security holders during the three months ended March 31, 2005.



ITEM 5. OTHER INFORMATION



| | (a) | Consistent with Section 10A(i)(2) of the Securities Exchange Act of 1934 as added by Section 202 of the Sarbanes-Oxley Act of 2002, the Company is responsible for listing the
non-audit services approved during any reporting period by its Audit Committee to be performed by PricewaterhouseCoopers LLP, the Companys external auditor. All non-audit services are pre-approved by the Audit Committee or the Audit
Committees Chairman pursuant to delegated authority by the Audit Committee. During the three months ended March 31, 2005, the audit committee pre-approved the following amounts for services:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                    |  |      |         |      |   |        
|--------------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                                    |  | 2004 |         | 2005
|Year end audit services including quarterly reviews |  | $    | 120,000 |      | $ | 175,000
|Tax Services including planning                     |  |      | 33,000  |      |   | 33,000 
|                                                    |  |      |         |      |   |        
|Total approved                                      |  | $    | 153,000 |      | $ | 208,000
|                                                    |  |      |         |      |   |        



| | (b) | There have been no changes to the procedures by which security holders may recommend nominees to the Companys Board of Directors.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------





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ITEM 6. EXHIBITS



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



|     |  |                                                                                                                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | CERTIFICATIONS                                                                                                                                                                                     
|31.1 |  | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|     | 
|31.2 |  | Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|     | 
|32.1 |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                     



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



None



PART II - SIGNATURES



SIGNATURES



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



BITSTREAM INC.(Registrant)




|                    |  |                                                                           |  |             
|------------------- |  | ------------------------------------------------------------------------- |  | ------------
|SIGNATURE           |  | TITLE                                                                     |  | DATE        
|/s/ Anna M. Chagnon |  | President and Chief Executive Officer
(Principal Executive Officer)       |  | May 13, 2005
|Anna M. Chagnon     |  |                                                                           | 
|                    |  |                                                                          
|/s/ James P. Dore   |  | Vice President and Chief Financial Officer
(Principal Accounting Officer) |  | May 13, 2005
|James P. Dore       |  |                                                                           | 





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