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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-Q



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



For the quarterly period ended March 31, 2004



OR



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



For the transition period from
 to



Commission file number 0-22158



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NetManage, Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 77-0252226                       
|(State or other jurisdiction of Incorporation or organization) |  | (IRS employer identification no.)



10725 North De Anza
Boulevard

Cupertino, California 95014

(Address of principal executive offices, including zip code)



(408) 973-7171

(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the 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
Act).    Yes ̈No  x



Number of shares of registrants common stock outstanding as of April
30, 2004: 8,826,573.



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##### Table of Contents

NetManage, Inc.



Table of Contents



|         |  |                                                                                                                      |  |         
|-------- |  | -------------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                                                                                                                      |  | Page No.
|Part I.  |  | FINANCIAL INFORMATION                                                                                                |  |         
|         |  |                                                                                                                     
|Item 1.  |  | Financial Statements                                                                                                 |  |         
|         |  |                                                                                                                     
|         |  | Condensed Consolidated Balance Sheets at March 31, 2004 and December 31, 2003                                        |  | 3       
|         |  |                                                                                                                     
|         |  | Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2004 and March 31, 2003         |  | 4       
|         |  |                                                                                                                     
|         |  | Condensed Consolidated Statements of Comprehensive Loss for the Three Months ended March 31, 2004 and March 31, 2003 |  | 5       
|         |  |                                                                                                                     
|         |  | Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2004 and March 31, 2003         |  | 6       
|         |  |                                                                                                                     
|         |  | Notes to Condensed Consolidated Financial Statements                                                                 |  | 7       
|         |  |                                                                                                                     
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                |  | 15      
|         |  |                                                                                                                     
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                           |  | 30      
|         |  |                                                                                                                     
|Item 4.  |  | Controls and Procedures                                                                                              |  | 30      
|         |  |                                                                                                                     
|PART II. |  | OTHER INFORMATION                                                                                                    |  |         
|         |  |                                                                                                                     
|Item 1.  |  | Legal Proceedings                                                                                                    |  | 30      
|         |  |                                                                                                                     
|Item 2.  |  | Changes in Securities                                                                                                |  | 31      
|         |  |                                                                                                                     
|Item 3.  |  | Defaults upon Senior Securities                                                                                      |  | 31      
|         |  |                                                                                                                     
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                  |  | 31      
|         |  |                                                                                                                     
|Item 5.  |  | Other Information                                                                                                    |  | 31      
|         |  |                                                                                                                     
|Item 6.  |  | Exhibits and Reports on Form 8-K                                                                                     |  | 31      
|         |  |                                                                                                                     
|         |  | Signatures                                                                                                           |  | 32      



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##### Table of Contents

NETMANAGE, INC.



CONDENSED
CONSOLIDATED BALANCE SHEETS



(In thousands, except per
share amounts)



(Unaudited)



|                                                                                                                                                                                |  |               |          |   |                  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                                                |  | March 31,2004 |          |   | December 31,2003 |  
|ASSETS                                                                                                                                                                          |  |               |          |   |                  |   |          |  
|Current assets:                                                                                                                                                                 |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                                       |  | $             | 22,301   |   |                  | $ | 20,160   |  
|Short-term investments                                                                                                                                                          |  |               | 186      |   |                  |   | 139      |  
|Accounts receivable, net of allowances of $1,001, and $922, respectively                                                                                                        |  |               | 8,739    |   |                  |   | 12,781   |  
|Prepaid expenses and other current assets                                                                                                                                       |  |               | 3,341    |   |                  |   | 3,204    |  
|                                                                                                                                                                                |  |               |          |   |                  |   |          |  
|Total current assets                                                                                                                                                            |  |               | 34,567   |   |                  |   | 36,284   |  
|                                                                                                                                                                                |  |               |          |   |                  |   |          |  
|Property and equipment, at cost:                                                                                                                                                |  |               |          |   |                  |   |          |  
|Computer software and equipment                                                                                                                                                 |  |               | 1,485    |   |                  |   | 1,686    |  
|Furniture and fixtures                                                                                                                                                          |  |               | 5,321    |   |                  |   | 5,501    |  
|Leasehold improvements                                                                                                                                                          |  |               | 1,363    |   |                  |   | 1,356    |  
|                                                                                                                                                                                |  |               |          |   |                  |   |          |  
|                                                                                                                                                                                |  |               | 8,169    |   |                  |   | 8,543    |  
|Less-accumulated depreciation                                                                                                                                                   |  |               | (6,166   | ) |                  |   | (6,364   | )
|                                                                                                                                                                                |  |               |          |   |                  |   |          |  
|Net property and equipment                                                                                                                                                      |  |               | 2,003    |   |                  |   | 2,179    |  
|                                                                                                                                                                                |  |               |          |   |                  |   |          |  
|Goodwill                                                                                                                                                                        |  |               | 1,762    |   |                  |   | 1,762    |  
|Other intangibles, net                                                                                                                                                          |  |               | 1,142    |   |                  |   | 1,591    |  
|Other assets                                                                                                                                                                    |  |               | 45       |   |                  |   | 35       |  
|                                                                                                                                                                                |  |               |          |   |                  |   |          |  
|Total assets                                                                                                                                                                    |  | $             | 39,519   |   |                  | $ | 41,851   |  
|                                                                                                                                                                                |  |               |          |   |                  |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                            |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                                            |  |               |          |   |                  |   |          |  
|Accounts payable                                                                                                                                                                |  | $             | 1,610    |   |                  | $ | 2,328    |  
|Accrued liabilities                                                                                                                                                             |  |               | 3,533    |   |                  |   | 5,853    |  
|Accrued payroll and related expenses                                                                                                                                            |  |               | 2,828    |   |                  |   | 3,079    |  
|Deferred revenue                                                                                                                                                                |  |               | 15,566   |   |                  |   | 15,939   |  
|Income taxes payable                                                                                                                                                            |  |               | 1,417    |   |                  |   | 1,238    |  
|                                                                                                                                                                                |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                                       |  |               | 24,954   |   |                  |   | 28,437   |  
|Long-term liabilities                                                                                                                                                           |  |               | 565      |   |                  |   | 584      |  
|                                                                                                                                                                                |  |               |          |   |                  |   |          |  
|Total liabilities                                                                                                                                                               |  |               | 25,519   |   |                  |   | 29,021   |  
|                                                                                                                                                                                |  |               |          |   |                  |   |          |  
|Commitments and contingencies (Note 5)                                                                                                                                          |  |               |          |   |                  |   |          |  
|Stockholders equity:                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Common stock, $0.01 par value -Authorized - 125,000,000 sharesIssued  10,896,133 and 10,787,553 shares,
respectivelyOutstanding - 8,819,285 and 8,710,705 shares, respectively |  |               | 109      |   |                  |   | 108      |  
|Treasury stock, at cost - 2,076,848 and 2,076,848 shares, respectively                                                                                                          |  |               | (20,804  | ) |                  |   | (20,804  | )
|Additional paid in capital                                                                                                                                                      |  |               | 179,152  |   |                  |   | 178,080  |  
|Accumulated deficit                                                                                                                                                             |  |               | (141,273 | ) |                  |   | (140,842 | )
|Accumulated other comprehensive loss                                                                                                                                            |  |               | (3,184   | ) |                  |   | (3,712   | )
|                                                                                                                                                                                |  |               |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                                      |  |               | 14,000   |   |                  |   | 12,830   |  
|                                                                                                                                                                                |  |               |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                                                                      |  | $             | 39,519   |   |                  | $ | 41,851   |  
|                                                                                                                                                                                |  |               |          |   |                  |   |          |  



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



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##### Table of Contents

NETMANAGE, INC.



CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)



|                                                |  |                             |        |   |      |   |        |  
|----------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                |  | Three months endedMarch 31, |       
|                                                |  | 2004                        |        |   | 2003 |  
|Net revenues:                                   |  |                             |        |   |      |   |        |  
|License fees                                    |  | $                           | 4,790  |   |      | $ | 6,009  |  
|Services                                        |  |                             | 7,090  |   |      |   | 8,109  |  
|                                                |  |                             |        |   |      |   |        |  
|Total net revenues                              |  |                             | 11,880 |   |      |   | 14,118 |  
|                                                |  |                             |        |   |      |   |        |  
|Cost of revenues:                               |  |                             |        |   |      |   |        |  
|License fees                                    |  |                             | 396    |   |      |   | 518    |  
|Services                                        |  |                             | 914    |   |      |   | 1,321  |  
|Amortization of developed technology            |  |                             | 253    |   |      |   | 310    |  
|                                                |  |                             |        |   |      |   |        |  
|Total cost of revenues                          |  |                             | 1,563  |   |      |   | 2,149  |  
|                                                |  |                             |        |   |      |   |        |  
|Gross margin                                    |  |                             | 10,317 |   |      |   | 11,969 |  
|                                                |  |                             |        |   |      |   |        |  
|Operating expenses:                             |  |                             |        |   |      |   |        |  
|Research and development                        |  |                             | 1,785  |   |      |   | 2,613  |  
|Sales and marketing                             |  |                             | 5,541  |   |      |   | 7,461  |  
|General and administrative                      |  |                             | 2,866  |   |      |   | 2,737  |  
|Restructuring charges, net                      |  |                             | (167   | ) |      |   | 581    |  
|Amortization of intangible assets               |  |                             | 150    |   |      |   | 149    |  
|                                                |  |                             |        |   |      |   |        |  
|Total operating expenses                        |  |                             | 10,175 |   |      |   | 13,541 |  
|                                                |  |                             |        |   |      |   |        |  
|Income (loss) from operations                   |  |                             | 142    |   |      |   | (1,572 | )
|Loss on investments, net                        |  |                             |       |   |      |   | (32    | )
|Interest income and other, net                  |  |                             | 49     |   |      |   | 63     |  
|Foreign currency transaction gains (losses)     |  |                             | (572   | ) |      |   | 36     |  
|                                                |  |                             |        |   |      |   |        |  
|Loss before provision for income taxes          |  |                             | (381   | ) |      |   | (1,505 | )
|Provision (benefit) for income taxes            |  |                             | 50     |   |      |   | (317   | )
|                                                |  |                             |        |   |      |   |        |  
|Net loss                                        |  | $                           | (431   | ) |      | $ | (1,188 | )
|                                                |  |                             |        |   |      |   |        |  
|Net loss per share:                             |  |                             |        |   |      |   |        |  
|Basic and diluted                               |  | $                           | (0.05  | ) |      | $ | (0.14  | )
|Weighted average common shares and equivalents: |  |                             |        |   |      |   |        |  
|Basic and diluted                               |  |                             | 8,766  |   |      |   | 8,623  |  



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



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NETMANAGE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)



|                                              |  |                             |      |   |      |   |        |  
|--------------------------------------------- |  | --------------------------- | ---- | - | ---- | - | ------ | -
|                                              |  | Three months endedMarch 31, |     
|                                              |  | 2004                        |      |   | 2003 |  
|Net loss                                      |  | $                           | (431 | ) |      | $ | (1,188 | )
|Other comprehensive income (loss):            |  |                             |      |   |      |   |        |  
|Unrealized gain on investments, net           |  |                             | 46   |   |      |   | 86     |  
|Foreign currency translation adjustments, net |  |                             | 482  |   |      |   | (34    | )
|                                              |  |                             |      |   |      |   |        |  
|Comprehensive income (loss)                   |  | $                           | 97   |   |      | $ | (1,136 | )
|                                              |  |                             |      |   |      |   |        |  



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



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NETMANAGE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                                |  |                             |        |   |      |   |        |  
|------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                |  | Three months endedMarch 31, |       
|                                                                                |  | 2004                        |        |   | 2003 |  
|Cash flows from operating activities:                                           |  |                             |        |   |      |   |        |  
|Net loss                                                                        |  | $                           | (431   | ) |      | $ | (1,188 | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                             |        |   |      |   |        |  
|Depreciation and amortization                                                   |  |                             | 767    |   |      |   | 719    |  
|Loss on disposal of property, plant and equipment                               |  |                             | 1      |   |      |   | 7      |  
|Provision for doubtful accounts and returns                                     |  |                             | 159    |   |      |   | 5      |  
|Stock compensation expense                                                      |  |                             | 546    |   |      |   |       |  
|Loss on investments, net                                                        |  |                             |       |   |      |   | 32     |  
|Changes in operating assets and liabilities:                                    |  |                             |        |   |      |   |        |  
|Accounts receivable                                                             |  |                             | 3,993  |   |      |   | 11,423 |  
|Prepaid expenses and other current assets                                       |  |                             | (69    | ) |      |   | (219   | )
|Other assets                                                                    |  |                             | 54     |   |      |   | 18     |  
|Accounts payable                                                                |  |                             | (685   | ) |      |   | (501   | )
|Accrued liabilities, payroll and payroll-related expenses                       |  |                             | (2,458 | ) |      |   | (2,503 | )
|Deferred revenue                                                                |  |                             | (256   | ) |      |   | (2,752 | )
|Income taxes payable                                                            |  |                             | 179    |   |      |   | 81     |  
|Long-term liabilities                                                           |  |                             | (18    | ) |      |   | (29    | )
|                                                                                |  |                             |        |   |      |   |        |  
|Net cash provided by operating activities                                       |  |                             | 1,782  |   |      |   | 5,093  |  
|                                                                                |  |                             |        |   |      |   |        |  
|Cash flows from investing activities:                                           |  |                             |        |   |      |   |        |  
|Purchases of short-term investments                                             |  |                             | (5     | ) |      |   | (69    | )
|Proceeds from sales and maturities of short-term investments                    |  |                             | 8      |   |      |   |       |  
|Purchases of property and equipment                                             |  |                             | (149   | ) |      |   | (138   | )
|                                                                                |  |                             |        |   |      |   |        |  
|Net cash used in investing activities                                           |  |                             | (146   | ) |      |   | (207   | )
|                                                                                |  |                             |        |   |      |   |        |  
|Cash flows from financing activities:                                           |  |                             |        |   |      |   |        |  
|Proceeds from sale of common stock                                              |  |                             | 527    |   |      |   |       |  
|Purchases of common stock                                                       |  |                             |       |   |      |   | (175   | )
|                                                                                |  |                             |        |   |      |   |        |  
|Net cash provided by (used in) financing activities                             |  |                             | 527    |   |      |   | (175   | )
|                                                                                |  |                             |        |   |      |   |        |  
|Effect of exchange rate changes on cash                                         |  |                             | (22    | ) |      |   | 27     |  
|                                                                                |  |                             |        |   |      |   |        |  
|Net increase in cash and cash equivalents                                       |  |                             | 2,141  |   |      |   | 4,738  |  
|Cash and cash equivalents, beginning of period                                  |  |                             | 20,160 |   |      |   | 24,014 |  
|                                                                                |  |                             |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                        |  | $                           | 22,301 |   |      | $ | 28,752 |  
|                                                                                |  |                             |        |   |      |   |        |  



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



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NETMANAGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1. Interim financial data



The accompanying interim unaudited condensed consolidated financial statements of NetManage, Inc. (the Company) have been prepared in accordance with
accounting principles generally accepted in the United States of America (generally accepted accounting principles) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not contain all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial
statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation. Actual results for fiscal year 2004 could differ materially from those reported in this quarterly report on Form 10-Q.
The Company believes the results of operations for interim periods are subject to fluctuation and may not be an indicator of future financial performance. The financial statements should be read in conjunction with the audited financial statements
and notes thereto, included in the Companys annual report on Form 10-K for the year ended December 31, 2003, as filed with the Securities and Exchange Commission.



2. Consolidation



The interim unaudited condensed consolidated financial statements include the Companys accounts and those of its wholly owned subsidiaries. All
inter-company accounts and transactions have been eliminated.



3. Summary of
significant accounting policies



Use of estimates



The preparation of the condensed consolidated financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the
consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Foreign currency translation, foreign exchange contracts and comprehensive loss



The functional currency of the Companys foreign subsidiaries is the
local currency. Gains and losses resulting from the translation of the foreign subsidiaries financial statements are reported as a separate component of stockholders equity. Gains and losses resulting from foreign currency transactions
are included in net loss.



The Company currently does not enter
into financial instruments for either trading or speculative purposes.



Comprehensive loss is comprised of net loss and other comprehensive items such as foreign currency translation gain/loss and unrealized gains or losses on marketable securities classified as available for sale.



Short-term investments



The Company accounts for its investments under the provisions of Statement
of Financial Accounting Standards, or SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities.Under SFAS No. 115, the Companys investments classified as available-for-sale securities are reported at fair value,
with unrealized gains and losses, net of tax, reported in the balance sheet as Accumulated other comprehensive loss. Held-to-maturity securities are valued using the amortized cost method. At March 31, 2004 and December 31, 2003, the
fair value of the time deposit investments, which have original maturities in excess of 90 days, approximated amortized cost and, as such, gross unrealized holding gains and losses were not material. The fair value of the available-for-sale
securities was determined based on quoted market prices at the reporting dates for those instruments. The carrying value of the Companys short-term investments by major security type consisted of the following as of March 31, 2004 and December
31, 2003 (in thousands):



|                    |  |                |     |                   |   |    
|------------------- |  | -------------- | --- | ----------------- | - | ---
|Description         |  | March 31, 2004 |     | December 31, 2003
|Time deposits       |  | $              | 3   |                   | $ | 2  
|KANA Software, Inc* |  |                | 183 |                   |   | 137
|                    |  |                |     |                   |   |    
|Total               |  | $              | 186 |                   | $ | 139
|                    |  |                |     |                   |   |    

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|* | KANA Software, Inc. is a publicly traded company in which the Company owns a minority interest of less than 1%.
|- | ---------------------------------------------------------------------------------------------------------------



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Goodwill and other intangible assets, net



Effective January 1, 2002, the Company adopted SFAS No. 142, Goodwill andOther Intangibles Assets.Under SFAS
No. 142, goodwill is no longer subject to amortization over its estimated useful life. Rather, SFAS No. 142 requires that goodwill and other intangible assets deemed to have an indefinite useful life be reviewed for impairment upon adoption of SFAS
No. 142 and at least annually thereafter, SFAS No. 142 was adopted on January 1, 2002.



Intangible assets with determinable useful lives are amortized on a straight-line basis over their estimated useful lives ranging from two to seven years. The following table provides a summary of the carrying amounts
of other intangible assets (in thousands):



|                                           |  |                |         |   |                   |   |         |  
|------------------------------------------ |  | -------------- | ------- | - | ----------------- | - | ------- | -
|                                           |  | March 31, 2004 |         |   | December 31, 2003 |  
|Carrying amount of:                        |  |                |         |   |                   |   |         |  
|Developed technology                       |  | $              | 11,289  |   |                   | $ | 11,185  |  
|Customer base                              |  |                | 3,177   |   |                   |   | 3,177   |  
|RUMBA ® trade name                         |  |                | 1,492   |   |                   |   | 1,492   |  
|Patents & copyrights                       |  |                | 399     |   |                   |   | 399     |  
|                                           |  |                |         |   |                   |   |         |  
|Gross carrying amount of other intangibles |  |                | 16,357  |   |                   |   | 16,253  |  
|Less accumulated amortization:             |  |                |         |   |                   |   |         |  
|Developed technology                       |  |                | (10,542 | ) |                   |   | (10,139 | )
|Customer base                              |  |                | (2,928  | ) |                   |   | (2,835  | )
|RUMBA trade name                           |  |                | (1,375  | ) |                   |   | (1,331  | )
|Patents & copyrights                       |  |                | (370    | ) |                   |   | (357    | )
|                                           |  |                |         |   |                   |   |         |  
|Net carrying amount of other intangibles   |  | $              | 1,142   |   |                   | $ | 1,591   |  
|                                           |  |                |         |   |                   |   |         |  



The aggregate
amortization expense for the three months ended March 31, 2004 was $0.4 million. The aggregate amortization expense for the three months ended March 31, 2003 was $0.5 million.



Estimated future amortization for the remainder of 2004 is $1.1 million at which point the intangible assets will be fully
amortized.



Accrued liabilities and restructuring



Accrued liabilities at March 31, 2004 and December 31,
2003 consisted of the following (in thousands):



|                                   |  |                |       |                   |   |      
|---------------------------------- |  | -------------- | ----- | ----------------- | - | -----
|Description                        |  | March 31, 2004 |       | December 31, 2003
|Current restructuring (see Note 4) |  | $              | 844   |                   | $ | 1,457
|Other accruals                     |  |                | 2,689 |                   |   | 4,396
|                                   |  |                |       |                   |   |      
|Total accrued liabilities          |  | $              | 3,533 |                   | $ | 5,853
|                                   |  |                |       |                   |   |      



In June 2002, the
Financial Accounting Standards Board, or FASB, issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which addresses accounting for restructuring and similar costs. SFAS No. 146 supersedes previous



8



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##### Table of Contents

accounting guidance, principally Emerging Issues Task Force, or EITF, Issue No. 94-3, Liability Recognition for
Certain EmployeeTermination Benefits and Other Costs to Exit an Activity (including CertainCosts Incurred in a Restructuring). SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be
recognized when the liability is incurred. Under EITF No. 94-3, a liability for an exit cost was recognized at the date of the commitment to an exit plan. SFAS No. 146 also requires that the liability should initially be measured and recorded at
fair value. Accordingly, SFAS No. 146, which the Company adopted for restructuring activities initiated after December 31, 2002, may affect the timing of recognizing future restructuring costs as well as the amounts recognized.



Concentrations of credit risk



Financial instruments, which subject the Company to concentrations of credit
risk, consist principally of cash investments and trade receivables. The Company has a cash investment policy that limits the amount of credit exposure to any one issuer and restricts placement of these investments to issuers evaluated as
creditworthy. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising the Companys customer base and their dispersion across many different industries and geographies. There
were no customers that accounted for more than 10% of consolidated revenues in the three month period ended March 31, 2004 and 2003.



Accounting for stock based compensation



In December 2002, the FASB issued SFAS No. 148, Accounting for Stock BasedCompensation-Transition and Disclosure-an Amendment of FASB Statement
No.123, which provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company has adopted the amended annual and
interim disclosure requirements of SFAS No. 123.



SFAS No. 123,
Accounting for Stock-Based Compensation,encourages all entities to adopt a fair value based method of accounting for employee stock compensation plans, whereby compensation cost is measured at the grant date based on the fair value of the
award which is recognized over the service period, which is usually the vesting period. However, it also allows an entity to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees,whereby compensation cost is the excess, if any, of the quoted market price of the stock at the grant date (or other measurement date) over the amount an
employee must pay to acquire the stock. Stock options issued under the Companys stock option plans have no intrinsic value at the grant date. Accordingly, under APB Opinion No. 25, no compensation cost is recognized. The Company has elected to
continue with the method of accounting prescribed in APB Opinion No. 25 and, as a result, must provide pro forma disclosures of net loss and loss per share and other disclosures as if the fair value based method of accounting had been applied. Had
compensation cost for the Companys outstanding stock options been determined based on the fair value at the grant dates for awards under those plans consistent with the method prescribed by SFAS No. 123, the Companys net loss and loss
per share would have been adjusted to the pro forma amounts indicated below (in thousands except per share data):



|                                                                                                             |  |                             |       |   |      |   |        |  
|------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ----- | - | ---- | - | ------ | -
|                                                                                                             |  | Three Months EndedMarch 31, |      
|                                                                                                             |  | 2004                        |       |   | 2003 |  
|Net loss as reported                                                                                         |  | $                           | (431  | ) |      | $ | (1,188 | )
|Add: Total stock-based employee compensation expense determined under fair value based method for all awards |  |                             | (199  | ) |      |   | (523   | )
|                                                                                                             |  |                             |       |   |      |   |        |  
|Pro forma net loss                                                                                           |  | $                           | (630  | ) |      | $ | (1,711 | )
|                                                                                                             |  |                             |       |   |      |   |        |  
|Basic and diluted loss per share, as reported                                                                |  | $                           | (0.05 | ) |      | $ | (0.14  | )
|Basic and diluted loss per share, pro forma                                                                  |  | $                           | (0.07 | ) |      | $ | (0.20  | )



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The fair value of each option granted is estimated on the date of grant using the Black-Scholes model
with the following assumptions used for grants during the applicable periods:



|                        |  |                                   |  |                                  
|----------------------- |  | --------------------------------- |  | ---------------------------------
|                        |  | Three Months Ended March 31, 2004 |  | Three Months Ended March 31, 2003
|Volatility              |  | 99.81%                            |  | 90.98%                           
|Risk-free interest rate |  | 2.63%-2.98%                       |  | 3.81%-.4.05%                     
|Dividend yield          |  | 0.00%                             |  | 0.00%                            
|Expected term           |  | 3 - 4 monthsbeyond vest date      |  | 3 - 4 monthsbeyond vest date     



Stock option exchange
offer



On May 16, 2003 the Company announced a
voluntary stock option exchange program for certain of its employees. The offer to exchange options, or Offer, was open to eligible option holders, excluding non-employee members of the board of directors and non-exempt employees, holding options to
purchase shares of the Companys common stock with an exercise price per share of $1.50 or greater. In accordance with the terms of the Offer, participating employees tendered eligible options in exchange for replacement options. These
replacement options were granted to employees at least six months and one day following the date their original options were tendered and cancelled. Under the terms of the Offer, replacement options vest and become exercisable for the balance of the
option shares in accordance with the same type of installment vesting schedule that was in effect for the cancelled options, but measured from the grant date of the replacement options. In addition, no vesting credit was provided for the period
between the date the original options were tendered and the date the replacement options were granted.



On June 13, 2003, employees tendered options to purchase an aggregate of 542,150 shares in connection with the Offer. These options were cancelled under
the Companys 1992 Stock Option Plan as amended and restated, and the 1999 Non-statutory Stock Option Plan as amended following their exchange. Subject to the continued employment of the employees who exchanged options, replacement options were
granted on or around December 16, 2003. As of December 16, 2003, the number of tendered options eligible for replacement were reduced to 531,047 due to the termination of certain NetManage employees after June 13, 2003.



The exercise price of the replacement options of $4.78 per share was based on
the fair market value of the Companys common stock on the date the replacement options were granted. The fair market value of the Companys common stock was equal to the last reported sale price of its common stock on the Nasdaq National
Market on December 16, 2003.



The exchange program is being
accounted for in accordance with FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensationan Interpretation of APB Opinion No. 25and results in no compensation expense.



Net loss per share



Basic net loss per share data has been computed using the weighted-average
number of shares of common stock outstanding during the indicated periods. Diluted net loss per share data has been computed using the weighted-average number of shares of common stock and potential dilutive common shares. Potential dilutive common
shares include dilutive shares issuable upon the exercise of outstanding common stock options computed using the treasury stock method. For the three month periods ended March 31, 2004 and 2003, the number of shares used in the computation of
diluted loss per share was the same as those used for the computation of basic loss per share. For the three month periods ended March 31, 2004 and 2003, potentially dilutive securities (primarily stock options) are as shown in the following table
and were not included in the computation of diluted net loss per share because to do so would have been anti-dilutive.



|                            |  |                              |  |      
|--------------------------- |  | ---------------------------- |  | -----
|                            |  | Three Months Ended March 31,
|                            |  | 2004                         |  | 2003 
|Potentially dilutive shares |  | 330,269                      |  | 5,086



Income taxes



As part of the process of preparing its consolidated
financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which the Company operates. This process involves estimating the Companys actual current tax exposure together with assessing temporary
differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the Companys consolidated balance sheet.
The Company must then assess the likelihood that its deferred tax assets will be recovered from future taxable income and to the extent the Company believes that recovery is not likely, it must establish a valuation allowance. To the extent the
Company



10



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##### Table of Contents

establishes a valuation allowance or its allowance in a period changes, the amount recognized as a provision for income
taxes in the statement of operations could change. The income tax provision of $50,000 for the quarter ended March 31, 2004 resulted primarily from an international tax provision of $31,000 and U.S. state tax expense of $19,000. The income tax
benefit of $317,000 for the quarter ended March 31, 2003 resulted primarily from German tax refunds of $481,000, and a U.S. tax benefit of $2,000, offset in part by an international tax expense of $166,000.



Recent accounting pronouncements



The FASB issued Interpretation No. 46, Consolidation of Variable
Interest Entities (FIN 46) in January 2003, and a revised interpretation of FIN 46 (FIN 46-R) in December 2003. FIN 46 requires certain variable interest entities (VIEs) to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated
financial support from other parties. The provisions of FIN 46 are effective immediately for all arrangements entered into after January 31, 2003. Since January 31, 2003, the Company has not invested in any entities it believes are variable interest
entities for which the Company is the primary beneficiary. For all arrangements entered into after January 31, 2003, the Company is required to continue to apply FIN 46 through the end of the first quarter of fiscal 2004. The Company is required to
adopt the provisions of FIN 46-R with respect to any such arrangements entered into after January 31, 2003, beginning in the second quarter of fiscal 2004. For arrangements entered into prior to February 1, 2003, the Company is required to adopt the
provision of FIN 46-R in the second quarter of fiscal 2004. The adoption of FIN 46-R did not have an impact on the financial position, results of operations or cash flows of the Company.



In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity. This Statement establishes standards for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. This Statement is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise effective at the beginning of the first interim period beginning after June 15, 2003. The Company currently has no financial instruments which meet these requirements.



In April 2003 the FASB issued SFAS No. 149, Amendment of Statement No.
133on Derivative Instruments and Hedging Activities.This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts. The Statement
clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative, clarifies when a derivative contains a financing component, amends the definition of an underlying derivative to conform it to
language used in FASB Interpretation FIN No. 45, and amends certain other existing pronouncements. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. All
provisions of the Statement, except those related to forward purchases or sales of when-issued securities, should be applied prospectively. The Company currently has no instruments that meet the definition of a derivative, and therefore,
the adoption of this Statement had no impact on the Companys financial position or results of operations.



In November 2002, the FASB issued FIN 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others,which addresses the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees. FIN 45 also requires the recognition of a liability by a guarantor at the
inception of certain guarantees that are entered into or modified after December 31, 2002. The adoption of FIN 45 did not have a material affect on the financial statements.



Reclassifications



Certain reclassifications have been made to the 2003 financial statements to conform to the current year presentation.



4. Restructuring of operations



On January 31, 2003, the Company announced a restructuring of operations
designed to refocus its operations around its core business functions, to relocate certain of its functional operations to the Companys corporate headquarters, and to reduce operating expenses. As part of the restructuring, the Company reduced
its workforce in excess of 30%. As of March 31, 2004 the Company recorded a total of $3.0 million in charges to operating expenses related to these restructuring activities. The distribution of the reduction in workforce was as follows:



|                           |  |              |  |              |  |              
|-------------------------- |  | ------------ |  | ------------ |  | -------------
|                           |  | Terminations |  | Replacements |  | Net Reduction
|Operations                 |  | 10           |  | 6            |  | 4            
|Services                   |  | 14           |  | 1            |  | 13           
|Research and development   |  | 19           |  |             |  | 19           
|Sales and marketing        |  | 44           |  | 4            |  | 40           
|General and administrative |  | 24           |  | 5            |  | 19           
|                           |  |              |  |              |  |              
|Total                      |  | 111          |  | 16           |  | 95           
|                           |  |              |  |              |  |              



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The restructuring charge for the three month period ended March 31, 2004 includes approximately $9,000 of
employee severance and related expenses, and the reduction of approximately $0.2 million facility expenses related to the reversal of restructuring costs for our leased facility in Ottawa, due to the sublease of space during the quarter. The Company
anticipates that the execution of the restructuring actions will require total cash expenditures of $3.0 million, which is expected to be funded from operations and existing cash balances. As of March 31, 2004, the Company had incurred net costs
totaling $3.0 million related to the restructuring, which required $2.7 million in cash expenditures. The remaining reserve related to this restructuring is approximately $0.3 million, and is included in accrued liabilities as of March 31, 2004.



The following table lists the components of the January 2003
restructuring reserve for the three month period ended March 31, 2004 (in thousands):



|                                                                       |  |                |     |   |                   |   |      |       |  |   |      |  
|---------------------------------------------------------------------- |  | -------------- | --- | - | ----------------- | - | ---- | ----- |  | - | ---- | -
|                                                                       |  | Employee Costs |     |   | Excess Facilities |   |      | Total | 
|Balance at December 31, 2003                                           |  | $              | 222 |   |                   | $ | 324  |       |  | $ | 546  |  
|Net change in estimate recorded as a decrease in restructuring expense |  |                | 9   |   |                   |   | (162 | )     |  |   | (153 | )
|Reserve utilized in three months ended March 31, 2004                  |  |                | (63 | ) |                   |   | (17  | )     |  |   | (80  | )
|                                                                       |  |                |     |   |                   |   |      |       |  |   |      |  
|Balance at March 31, 2004                                              |  | $              | 168 |   |                   | $ | 145  |       |  | $ | 313  |  
|                                                                       |  |                |     |   |                   |   |      |       |  |   |      |  



On August 8, 2002, the
Company announced a restructuring of its operations designed to re-align its core business functions and reduce operating expenses. As part of the restructuring, the Company intended to reduce its workforce by approximately 26% and recorded a $4.6
million charge to operating expenses in the third quarter of 2002. The restructuring charge included approximately $2.6 million of expenses related to facilities no longer needed for Company operations and $2.0 million of employee severance and
other related expenses. In March 2003, based on a review of current operations, the decision was made to revise the original restructuring plan by retaining certain personnel in European locations who had been identified for termination and certain
related offices that had been identified for closure. This decision resulted in a $1.2 million reversal of the restructuring accrual as of March 31, 2003, and a corresponding reduction of restructuring expense for the three months then ended. Such
reversal was comprised of expected employee costs of approximately $0.8 million and expected facilities expenses of approximately $0.4 million. In June 2003, the Company recorded an additional $40,000 in restructuring expense relating to employee
severance and other related expenses in Latin America. In September 2003, the Company recorded a reduction in obligations of approximately $25,000. This reduction resulted from the following: i) a reduction of the estimate of excess facility costs
of approximately $0.9 million from the continued use of facilities scheduled for closure; ii) an offsetting change in estimate of approximately $1.0 million, resulting from the Companys inability to sublet its excess space at certain
facilities as the result of the short remaining lease term for these facilities and the slow real estate market that does not support subleasing of the facilities; iii) a reduction of approximately $46,000 in estimated property and equipment costs
used in on-going operations instead of disposal; iv) a reduction in the estimated exit costs (moving, broker fees, travel, temporary labor costs) of approximately $64,000; and v) a reduction in expected employee related costs of approximately
$19,000.



The distribution of the reduction in workforce as of
March 31, 2004 was as follows:



|                           |  |              |  |          |  |              
|-------------------------- |  | ------------ |  | -------- |  | -------------
|                           |  | Terminations |  | Retained |  | Net Reduction
|Operations                 |  | 6            |  |         |  | 6            
|Services                   |  | 17           |  |         |  | 17           
|Research and development   |  | 53           |  |         |  | 53           
|Sales and marketing        |  | 22           |  | 8        |  | 14           
|General and administrative |  | 11           |  | 1        |  | 10           
|                           |  |              |  |          |  |              
|Total                      |  | 109          |  | 9        |  | 100          
|                           |  |              |  |          |  |              



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As of March 31, 2004, the Company had incurred costs totaling $2.8 million related to this restructuring
accrual which will require $2.6 million in cash expenditures. The remaining reserve related to this restructuring is approximately $0.5 million, and is included in accrued liabilities as of March 31, 2004. In March 2004, the Company recorded a
further reduction in restructuring expenses composed of approximately $36,000 in reduced employee severance costs in Belgium and approximately $6,000 in facilities expenses primarily as a result of foreign exchange adjustments on future commitments.



The following table lists the components of the August 2002
restructuring reserve for the three month period ended March 31, 2004 (in thousands):



|                                                                        |  |                |      |   |                   |   |      |       |  |   |      |  
|----------------------------------------------------------------------- |  | -------------- | ---- | - | ----------------- | - | ---- | ----- |  | - | ---- | -
|                                                                        |  | Employee Costs |      |   | Excess Facilities |   |      | Total | 
|Balance at December 31, 2003                                            |  | $              | 156  |   |                   | $ | 674  |       |  | $ | 830  |  
|Net change in estimate recorded as a reduction of restructuring expense |  |                | (36  | ) |                   |   | (6   | )     |  |   | (42  | )
|Reserve utilized in three months ended March 31, 2004                   |  |                | (120 | ) |                   |   | (171 | )     |  |   | (291 | )
|                                                                        |  |                |      |   |                   |   |      |       |  |   |      |  
|Balance at March 31, 2004                                               |  | $              |     |   |                   | $ | 497  |       |  | $ | 497  |  
|                                                                        |  |                |      |   |                   |   |      |       |  |   |      |  



In the fourth quarter
of 1999, following the acquisitions of Wall Data, Incorporated and Simware Inc., the Company initiated a plan to restructure its worldwide operations in order to integrate the operations of the two acquired companies. In connection with this plan,
the Company recorded a $3.8 million charge to operating expenses in 1999. The remaining reserve related to this restructuring is approximately $26,000, and is included in accrued liabilities as of March 31, 2004.



The following table lists the components of the restructuring reserve for the
three month period ended March 31, 2004 (in thousands):



|                                                      |  |                   |     |  
|----------------------------------------------------- |  | ----------------- | --- | -
|                                                      |  | Excess Facilities |    
|Balance at December 31, 2003                          |  | $                 | 104 |  
|Reserve utilized in three months ended March 31, 2004 |  |                   | (78 | )
|                                                      |  |                   |     |  
|Balance at March 31, 2004                             |  | $                 | 26  |  
|                                                      |  |                   |     |  



In August 1998,
following the acquisition of FTP Software Inc., the Company initiated a plan to restructure its worldwide operations as a result of business conditions and in connection with the integration of the operations of FTP. In connection with this plan,
the Company recorded a $7.0 million charge to operating expenses in 1998. In March 2004, the Company recorded an increase in the restructuring expense of approximately $19,000 related to the Companys inability to sublease excess space and
approximately $9,000 related to foreign exchange adjustments on long term lease commitments. The remaining reserve related to this restructuring at March 31, 2004 is approximately $0.3 million and is included in accrued liabilities.



The following table lists the components of the FTP restructuring reserve for
the three month period ended March 31, 2004 (in thousands):



|                                                                    |  |                   |     |  
|------------------------------------------------------------------- |  | ----------------- | --- | -
|                                                                    |  | Excess Facilities |    
|Balance at December 31, 2003                                        |  | $                 | 313 |  
|Change in estimate recorded as an increase of restructuring expense |  |                   | 28  |  
|Reserve utilized in three months ended March 31, 2004               |  |                   | (21 | )
|                                                                    |  |                   |     |  
|Balance at March 31, 2004                                           |  | $                 | 320 |  
|                                                                    |  |                   |     |  



5. Commitments and contingencies



Legal proceedings



The information required by this item is incorporated herein by reference
from the information contained in our Form 10-K for the fiscal year ended December 31, 2003 under the caption Legal Proceedings.



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In addition, the Company may be contingently liable with respect to certain asserted and unasserted
claims that arise during the normal course of business. Management believes the impact, if any, resulting from these matters would not have a material impact on the Companys financial statements.



Leases



Facilities and equipment are leased under non-cancelable operating leases expiring on various dates through the year 2011.
The company does not have any capital leases. As of March 31, 2004, future minimum rental and lease payments, net of any sublease income, under non-cancelable operating leases are as follows:



|                 |  |                                                           |       |                  |   |              |  |              |       |               |   |       |  |   |      
|---------------- |  | --------------------------------------------------------- | ----- | ---------------- | - | ------------ |  | ------------ | ----- | ------------- | - | ----- |  | - | -----
|                 |  | Amount of Commitment Expiration Per Period (in thousands)
|                 |  | Total                                                     |       | Less than 1 year |   | 2 to 3 years |  | 4 to 5 years |       | After 5 years
|Operating leases |  | $                                                         | 9,631 |                  | $ | 3,807        |  | $            | 2,399 |               | $ | 1,628 |  | $ | 1,797
|                 |  |                                                           |       |                  |   |              |  |              |       |               |   |       |  |   |      



Other



As an element of its standard commercial terms, the Company includes an
indemnification clause in its software licensing agreements that indemnifies the licensee against liability and damages (including legal defense costs) arising from any claims of patent, copyright, trademark, or trade secret infringement by the
Companys software. The Companys indemnification limitation is the cost to defend any third party claim brought against the Companys customers and to the maximum a refund of the purchase price.



6. Segment information



The Company determines its segments based on how its Chief Executive Officer assesses performance and allocates resources.
Through the fourth quarter of 2003, the Company presented segment information based on two reportable segments: Host Access and Host Integration. In the eyes of our customers and industry analysts, these two markets have merged. Beginning in January
2004, NetManages Chief Executive Officer no longer evaluates the business by those former segments but views the business within a single segment.



The Company now markets its products under the NetManage Host Access Platform (HAP) which incorporates the Companys complete range of access,
presentation and integration services designed to provide NetManages customers with a wide range of flexible options to help address their evolving business needs in this area. NetManages HAP includes solutions from both of the
Companys major product lines: RUMBA providing client-side solutions and OnWeb providing server-side solutions. These two product lines have similar economic characteristics and are similar with respect to the nature of the products, the nature
of the production processes, the type of customer that the products are sold to and the methods used to distribute the products.



8. Related party transactions



On May 28, 2003, the Company entered into an independent contractor services agreement with Dr. Shelley Harrison, a director of the Company, pursuant to
which Dr. Harrison will receive compensation in consideration for consultancy and advisory services he is providing the Company over a two-year period. The terms of the agreement require the Company to pay Dr. Harrison a fixed fee of $0.1 million
per year, and a one time grant to Dr. Harrison of an option to purchase 146,800 shares of the Companys common stock, at an exercise price of $1.92 per share (which represents the quoted market price of the stock at the date of grant). The
option vests on a monthly basis over the two-year term of the agreement. The option expires five years from the date of issuance. The fair value of the option was determined using the Black-Scholes option pricing model with the following
assumptions: stock price $2.95$9.65; no dividends; risk free interest rate of 2.00%2.89%; volatility of 63%99%; and a contractual life of five years. The fair value of the option is subject to change over the vesting period of the
option based on changes in the underlying assumptions (variable award accounting). For the three months ended March 31, 2004, the Company had recorded approximately $0.5 million in compensation expense under this agreement, based on an aggregate
option fair value of $1.0 million. In connection with his entering into the agreement, Dr. Harrison resigned from the Companys Audit Committee effective May 28, 2003. For the three months ended March 31, 2004, the Company recorded total
aggregate cash and non-cash compensation of $0.6 million under General and Administrative expense in the Consolidated Statements of Operations.



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Item 2  Managements discussion and analysis of financial condition and results of operations.



Some of the statements contained in this Quarterly Report on Form 10-Q are forward-looking statements, including, but not limited to, those
specifically identified as such, that involve risks and uncertainties, including those set forth below under the heading Factors that may affect our future results and financial condition and elsewhere in this report. The statements
contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, without limitation, statements regarding our expectations,
beliefs, intentions or strategies regarding the future. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results to differ materially from those implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates,
predicts, potential, or continue or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements. All forward-looking statements included in this Report are based on information available to us on the date hereof, and we assume no obligation to update any such
forward-looking statements.



Overview



We have operations worldwide with sales offices located
in the United States, Europe, Canada, and Israel. We develop and market software and service solutions that are designed to enable our customers to access and leverage the considerable investment they have in their host-based business applications,
processes and data. Our business is primarily focused on providing a broad spectrum of specific personal computer and network or application server-based software and tools. These products are designed to allow our customers to access and use their
mission-critical line-of-business host applications and resources; to publish information from existing host systems in a web presentation, particularly to new users, via the Internet; to create new web-based applications that leverage their
existing business processes and applications; and, to ensure the continued operation of these solutions through the incorporation and deployment of innovative, real-time, Internet-based support solutions.



Our business is targeted at taking advantage of the trend of many major
corporations worldwide to adopt Web-based business processes, Business-to-Business, or B2B, or Business-to-Consumer, or B2C, initiatives. In this market, we aim to enable our customers to bridge between their existing access systems and
technologies, Business-to-Employee, or B2E processes, and those required to compete in the B2B and B2C marketplaces. The corporate resources internal to the organization, those behind existing B2E solutions, are the basis of any eBusiness
transformation for an existing company. Alongside these solutions, we are focused on providing products that are designed to allow existing corporate business processes to be extended to external users, and products that are designed to allow new
business processes to be created in support of corporate eBusiness B2B and B2C initiatives. We also focus on taking advantage of major current industry trends: the expansion of the Internet and its adoption as the eCommerce and eBusiness
infrastructure; the continued mobilization of personal computer users and the adoption of mobile information access and display devices; and the availability of broader access to corporate data and information for people internal and external to an
organization.



We develop and market software solutions that
allow our customers to access and leverage applications, business processes and data on International Business Machines Corporation (IBM) corporate mainframe computers and compatibles, IBM midrange computers such as iSeries (formerly AS/400), and on
UNIX based servers. We provide professional support, maintenance, and technical consultancy services to our customers in association with the products we develop and market.



Our principal products are compatible with Microsoft Windows Sever 2003, Windows XP, Windows 2000, Windows NT, Windows 98,
Windows 95, and Windows 3.x operating systems, on IBM operating systems, Novell, Inc. operating systems and various implementations of the industry standard UNIX operating system such as IBMs AIX, Hewlett-Packard Companys HP/UX, Sun
Microsystems Inc.s Solaris, and the open source Linux system.



We market our products under the NetManage HAP which incorporates our complete range of access, presentation and integration services designed to provide our customers with a wide range of flexible options to help address their evolving
business needs in this area. Both our RUMBA® products and OnWeb® products are integral components of the NetManage HAP.



HAP ties together our RUMBA desktop host access technologies and our server-based OnWeb solution for access, presentation, and integration services. As a
result, customers can extend host applications to support new Web-based business initiatives, consolidate and integrate host-based information, and operate normal business processes as they migrate to packaged applications using a variety of Web
services.



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Results of operations



During the past several years, we have implemented initiatives designed to control costs and reduce operating expenses,
including the discontinuance of several low revenue-generating products and the implementation of worldwide restructurings of our operations.



For the three month period ended March 31, 2004 as compared to March 31, 2003, we experienced a reduction in revenues, which we believe relate to the
recent depressed North American and European economies. Customers, because of uncertainties within their own businesses, postponed or canceled decisions to purchase technology. However, we anticipate improvements in the current business environment
through the remainder of 2004. Until we have positive reinforcement on the improving economy we will continue to focus on improving our operations and reduce our operating expenses to bring them more in line with our anticipated revenue levels.



On January 31, 2003, NetManage announced a restructuring of
its operations designed to meet those goals. As part of the restructuring, NetManage reduced its workforce in excess of 30%. As of March 31, 2004, we have recorded a total of $3.0 million in charges to operating expenses related to these
restructuring activities, consisting of approximately $0.5 million of expenses related to leased facilities no longer needed for the Companys operations and $2.5 million of employee severance and other related expenses (See Note 4 to Financial
Statements- Restructuring of operations).



On August 8, 2002,
we announced a restructuring of our operations designed to re-align our core business functions and reduce operating expenses. As part of this restructuring, we intended to reduce our workforce by approximately 26% and recorded a $4.6 million charge
to operating expenses in the third quarter of 2002. The restructuring charge included approximately $2.6 million of expenses related to facilities no longer needed for company operations and $2.0 million of employee severance and other related
expenses for employee terminations. In March 2003, based on a review of current operations, we decided to revise the original restructuring plan by retaining certain personnel in European locations who had been identified for termination and certain
related offices that had been identified for closure. This decision resulted in a $1.2 million reversal of the restructuring accrual as of March 31, 2003, and a corresponding reduction of restructuring expense for the three months then ended. Such
reversal was comprised of expected employee costs of approximately $0.8 million and expected facilities expenses of approximately $0.4 million. In June 2003, NetManage recorded an additional $40,000 in restructuring expense relating to employee
termination costs in Latin America. In September 2003, the Company recorded a reduction in obligations of approximately $25,000 associated with the August 2002 restructuring. The reduction resulted from the following: (i) a reduction of facility
costs of approximately $0.9 million from the continued use of facilities scheduled for closure; (ii) an offsetting change in estimate of approximately $1.0 million, resulting from the Companys inability to sublet its excess space as a result
of the short remaining lease term for these facilities and the slow real estate market that does not support subleasing of the facilities; (iii) a reduction of approximately $46,000 in estimated property, plant, and equipment costs used in on-going
operations instead of being disposed; (iv) a reduction in the estimated exit costs (moving, broker fees, travel, temporary labor costs) of approximately $64,000, and; (v) a reduction in expected employee related costs of approximately $19,000.



The Company has recorded other restructuring charges in the
past as described in Note 4 to Financial Statements  Restructuring of operations.



Over the last three years, we have experienced significant revenue reduction in each quarter compared to the same quarter of the previous year. This trend continued, to a lesser extent in the first quarter of 2004. In
some cases, customers chose to reduce the number of desktop units at the time of annual maintenance renewal to reflect a reduction-in-force at their facilities, or they continued to postpone buying decisions due to budget constraints. There can be
no assurance that revenues will increase at all in future periods, but we are encouraged about recent positive changes to the North America economy.



Because we generally ship software products within a short period after receipt of an order, we do not have a material backlog of unfilled orders, and
revenues in any quarter are substantially dependent on orders booked in that quarter. Our operating expense levels are based, in part, on our expectation of future revenues and, to a large extent, are fixed. In the first quarter of 2004, operating
expenses, excluding restructuring charges, continued to decline when compared to the first quarter of 2003, and may fluctuate as a percentage of net revenues as we develop and introduce new products.



As described herein, under the heading Factors that may affect our
future results and financial condition, acquisitions involve a number of risks, including risks relating to the integration of the acquired companys operations, personnel, and products. There can be no assurance that the integration of
previously acquired companies, or the integration of any future acquisitions, will be accomplished successfully, and the failure to effectively accomplish any of these integrations could have a material adverse effect on our results of operations
and financial condition.



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##### Table of Contents

Three months ended March 31, 2004 compared to March 31, 2003 (dollars in millions):



|                                                    |  |                              |       |   |      |   |       |        |  |   |      |   |  |      |  
|--------------------------------------------------- |  | ---------------------------- | ----- | - | ---- | - | ----- | ------ |  | - | ---- | - |  | ---- | -
|                                                    |  | Three months ended March 31, |      
|                                                    |  | 2004                         |       |   | 2003 |   |       | Change | 
|                                                    |  | (As restated)                |      
|Net revenues                                        |  |                              |       |   |      |   |       |        |  |   |      |   |  |      |  
|License fees                                        |  | $                            | 4.8   |   |      | $ | 6.0   |        |  | $ | (1.2 | ) |  | -20  | %
|Services                                            |  |                              | 7.1   |   |      |   | 8.1   |        |  |   | (1.0 | ) |  | -12  | %
|                                                    |  |                              |       |   |      |   |       |        |  |   |      |   |  |      |  
|Total net revenues                                  |  |                              | 11.9  |   |      |   | 14.1  |        |  |   | (2.2 | ) |  | -16  | %
|As a percentage of net revenues:                    |  |                              |       |   |      |   |       |        |  |   |      |   |  |      |  
|License fees                                        |  |                              | 40.3  | % |      |   | 42.6  | %      |  |   |      |   |  |      |  
|Services                                            |  |                              | 59.7  | % |      |   | 57.4  | %      |  |   |      |   |  |      |  
|                                                    |  |                              |       |   |      |   |       |        |  |   |      |   |  |      |  
|Total net revenues                                  |  |                              | 100.0 | % |      |   | 100.0 | %      |  |   |      |   |  |      |  
|Gross margin - license fees                         |  | $                            | 4.4   |   |      | $ | 5.5   |        |  | $ | (1.1 | ) |  | -20  | %
|Gross margin - service                              |  |                              | 6.2   |   |      |   | 6.8   |        |  |   | (0.6 | ) |  | -9   | %
|Gross margin - amortization of developed technology |  |                              | (0.3  | ) |      |   | (0.3  | )      |  |   | 0.0  |   |  |     |  
|                                                    |  |                              |       |   |      |   |       |        |  |   |      |   |  |      |  
|Total gross margin                                  |  | $                            | 10.3  |   |      | $ | 12.0  |        |  | $ | (1.7 | ) |  | -14  | %
|As a percentage of net revenues:                    |  |                              |       |   |      |   |       |        |  |   |      |   |  |      |  
|Gross margin - license fees                         |  |                              | 37.0  | % |      |   | 39.0  | %      |  |   |      |   |  |      |  
|Gross margin - service                              |  |                              | 52.1  | % |      |   | 48.2  | %      |  |   |      |   |  |      |  
|Gross margin - amortization of developed technology |  |                              | -2.5  | % |      |   | -2.1  | %      |  |   |      |   |  |      |  
|                                                    |  |                              |       |   |      |   |       |        |  |   |      |   |  |      |  
|Total gross margin                                  |  |                              | 86.6  | % |      |   | 85.1  | %      |  |   |      |   |  |      |  
|Research and development                            |  | $                            | 1.8   |   |      | $ | 2.6   |        |  | $ | (0.8 | ) |  | -31  | %
|As a percentage of net revenues:                    |  |                              | 15.1  | % |      |   | 18.4  | %      |  |   |      |   |  |      |  
|Sales and marketing                                 |  | $                            | 5.5   |   |      | $ | 7.5   |        |  | $ | (2.0 | ) |  | -27  | %
|As a percentage of net revenues:                    |  |                              | 46.2  | % |      |   | 53.2  | %      |  |   |      |   |  |      |  
|General and administrative                          |  | $                            | 2.9   |   |      | $ | 2.7   |        |  | $ | 0.2  |   |  | 7    | %
|As a percentage of net revenues:                    |  |                              | 24.4  | % |      |   | 19.1  | %      |  |   |      |   |  |      |  
|Restructuring charge, net                           |  | $                            | (0.2  | ) |      | $ | 0.6   |        |  | $ | (0.8 | ) |  | -133 | %
|As a percentage of net revenues:                    |  |                              | -0.2  | % |      |   | 4.3   | %      |  |   |      |   |  |      |  
|Amortization of intangibles                         |  | $                            | 0.2   |   |      | $ | 0.2   |        |  | $ |     |   |  |     |  
|As a percentage of net revenues:                    |  |                              | 1.7   | % |      |   | 1.4   | %      |  |   |      |   |  |      |  
|Loss on investment, net                             |  | $                            |      |   |      | $ |      |        |  | $ |     |   |  |     |  
|As a percentage of net revenues:                    |  |                              | 0.0   | % |      |   | 0.0   | %      |  |   |      |   |  |      |  
|Interest income (expense) and other, net            |  | $                            | 0.1   |   |      | $ | 0.1   |        |  | $ |     |   |  |     |  
|As a percentage of net revenues:                    |  |                              | 0.8   | % |      |   | 0.7   | %      |  |   |      |   |  |      |  
|Foreign currency transaction losses                 |  | $                            | (0.6  | ) |      | $ |      |        |  | $ | (0.6 | ) |  |     |  
|As a percentage of net revenues:                    |  |                              | -5.0  | % |      |   | 0.0   | %      |  |   |      |   |  |      |  
|Provision (benefit) for income taxes                |  | $                            | 0.0   |   |      | $ | (0.3  | )      |  | $ | 0.3  |   |  | 100  | %
|Effective tax rate                                  |  |                              | 0.0   | % |      |   | 2.1   | %      |  |   |      |   |  |      |  
|Net loss                                            |  | $                            | (0.4  | ) |      | $ | (1.2  | )      |  | $ | 0.8  |   |  | 67   | %
|As a percentage of net revenues:                    |  |                              | -3.4  | % |      |   | -8.5  | %      |  |   |      |   |  |      |  



Net revenues



Our revenues are derived from the sale of software
licenses and related services, which include maintenance and support, consulting and training services. License fees are earned under software license agreements with end-users and resellers and are generally recognized as revenue upon shipment of
the software if collection of the resulting receivable is probable, the fee is fixed and determinable and vendor-specific objective evidence exists to allocate the total fee to all undelivered elements of the arrangement. Certain of our sales are
made to domestic distributors under agreements allowing right-of-return and price protection on unsold merchandise. Accordingly, we defer recognition of such sales until the distributor sells the merchandise. Our international distributors do not
have return rights and, as such, we generally recognize sales to international distributors upon shipment, if all other revenue recognition criteria have been met.



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##### Table of Contents

Services revenues are derived from software updates for existing software products, user documentation
and technical support, generally under annual service agreements. These revenues are recognized ratably over the terms of such agreements. If the services are included in the initial licensing fee, the fair value of the services is unbundled and
recognized ratably over the related service period. Service revenues derived from consulting and training are deferred and subsequently recognized when the services are performed, and the collection is deemed probable.



License fees decreased $1.2 million, and services revenues decreased $1.0
million, a total of $2.2 million for the three month period ended March 31, 2004 as compared to the same period in 2003. We believe these decreases result primarily from customer decisions to cancel or postpone purchases of our products, due to the
recent slow down in the North American and European economies, competitive pressures on our average selling prices, and financial pressures experienced by our customers and targeted customers.



We have operations worldwide with sales offices located in the United States,
Europe, Canada, and customer support and research and development facilities in Canada and Israel. Revenues outside of the United States and Canada as a percentage of total net revenues were approximately 27% and 26% for the three months ended March
31, 2004 and 2003, respectively.



There were no customers that
accounted for more than 10% of consolidated revenues in each of the three month periods ended March 31, 2004 and 2003.



Gross margin



Gross margin for both license fees and services decreased in absolute dollars for the three months ended March 31, 2004 as compared to the first quarter
of 2003, primarily because of the decline in net revenues of 16%, but was offset in part by cost reductions associated with the reduction in headcount of 9 full time employees in the Operations, Customer Support, and Consulting groups, the reduction
of the number of software distribution centers, and the implementation of electronic distribution initiatives.



Gross margin for license fees as a percentage of net revenues decreased from 39.0% to 37.0% for the three month period ending March 31, 2004 as compared
to the same period in 2003, primarily because of the 20.0% reduction in license fees, offset in part by the above noted expense reduction measures. The gross margin for services increased from 48.2% to 52.1% primarily because of cost reductions,
offset in part by a reduction in services revenues of 12.3%.



Gross margin for amortization of intangibles consists of the amortization of developed technology recorded as a result of software and developed technology acquired through several acquisitions. Amortization of developed technology is
recorded on a straight-line basis over the estimated life of five years.



Gross margin as a percentage of net revenues may fluctuate in the future due to increased price competition, the mix of distribution channels that we use, the mix of license fee revenues versus service revenues, the
mix of products sold, and the mix of international versus domestic revenues. We typically recognize higher gross margins on direct sales than sales through our indirect distribution channels, which generally carry lower margins.



Research and development



Research and development, or R&D, expenses consist primarily of salaries
and benefits, occupancy and travel expenses, and fees paid to outside consultants. R&D expenses decreased in dollar amounts and as a percentage of net revenues for the three month period ended March 31, 2004 as compared to the same period in
2003, primarily as a result of a reduction in headcount of 13 full-time employees, and ongoing cost reduction efforts in 2004 and 2003.



Software development costs are accounted for in accordance with SFAS No. 86, Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed,under which we are required to capitalize software development costs after technological feasibility is established, which we categorize as a working model and beta version of the software. The establishment of technological
feasibility and the ongoing assessment of the recoverability of these costs requires considerable judgment by management with respect to certain external factors; including, but not limited to, anticipated future gross product revenue, estimated
economic life, and changes in technology. Costs that do not qualify for capitalization are charged to R&D expense when incurred. We did not capitalize any software development costs in the three months ended March 31, 2004.



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##### Table of Contents

Sales and marketing



Sales and marketing expenses consist primarily of the salaries of sales and marketing personnel, commissions, advertising
and promotional expenses, occupancy and related costs. Sales and marketing expenses decreased in dollar amounts and as a percentage of net revenues for the three period month ended March 31, 2004 as compared to the same periods in 2003, primarily
due to a reduction in headcount of 31 full-time sales employees and support staff from the first quarter of 2003 to the first quarter of 2004 and our ongoing cost reduction efforts in 2003 and 2004. Sales and marketing expenses for the three month
period ended March 31, 2003 also included an allocation of approximately $0.1 million for a Company sales incentive goal for 2003., It was concluded that the sales incentive was not achieved, and we reversed $0.1 million in sales and marketing
expense in the quarter ended March 31, 2004. In the first quarter of 2004, a corporate bonus, which related to and was accrued for in the fourth quarter of 2003 was paid.



General and administrative



General and administrative expenses consist primarily of salaries, benefits, accounting, operating, legal, and proportionate shares of occupancy and IT
expenses for our human resources, legal, finance and general management functions. General and administrative expenses increased in the first quarter to $2.9 million from $2.7 million for the same period in 2003, and were 24.4% versus 19.1% as a
percentage of net revenues for the three month period ended March 31, 2004 and 2003. The increase as a percentage of net revenues is primarily attributable to the decrease in net revenues over the same period of time. The primary reason for the
increase in general and administrative expenses was the variable compensation costs for stock options, as described in Note 8 to Financial Statements Related party transactions.



Interest income (expense) and other, net



Interest income (expense) and other, net for the three months March 31, 2004
and 2003, respectively, are comprised of the following table:



|                        |  |                             |    |   |      |   |    |  
|----------------------- |  | --------------------------- | -- | - | ---- | - | -- | -
|                        |  | Three months endedMarch 31, |   
|                        |  | 2004                        |    |   | 2003 |  
|Interest income:        |  |                             |    |   |      |   |    |  
|On cash and investments |  | $                           | 45 |   |      | $ | 64 |  
|Interest expense        |  |                             | (1 | ) |      |   |   |  
|Other income (expense)  |  |                             | 5  |   |      |   | (1 | )
|                        |  |                             |    |   |      |   |    |  
|Total                   |  | $                           | 49 |   |      | $ | 63 |  
|                        |  |                             |    |   |      |   |    |  



The reduction in
earned interest results from a reduction of our cash balances, and approximately 0.15% lower effective annual interest rates during the three month period ended March 31, 2004 as compared to the same period in 2003.



Transaction gains and losses from foreign currency activity exclude activity
flowing through our inter-company accounts (see below).



Foreign
currency transaction gains (losses)



For the
three month period ended March 31, 2004, we recorded a transaction loss of approximately $0.6 million. For the three months ended March 31, 2003, we recorded a small transaction gain. These transaction gains and losses are attributable to
fluctuations related primarily to the Israeli Shekel in relation to the Euro and U.S. dollar (USD). For the three month periods ended March 31, 2004 and 2003, the relationship of the Israeli Shekel to the Euro and to the USD was as follows:



|              |  |                              |   |  |      |   
|------------- |  | ---------------------------- | - |  | ---- | --
|              |  | Three months ended March 31, |  
|              |  | 2004                         |   |  | 2003 |   
|USD % Change  |  | 3.9                          | % |  | (0.6 | )%
|Euro % Change |  | 0.8                          | % |  | 2.37 | % 



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In those periods where the foreign currency change is positive, we recorded a transaction loss related to
fluctuations related primarily in the Israeli Shekel. Conversely, in those periods where the foreign currency change is negative, we recorded a transaction gain.



Provision for income taxes



Our effective tax rate for 2004 is less than 1% due to our current tax loss position. Income taxes include primarily
international taxes and state taxes. The income tax provision of $50,000 for the quarter ended March 31, 2004 resulted primarily from an international tax provision of $31,000, and U.S. state tax expense of $19,000. The income tax benefit of
$317,000 for the three months ended March 31, 2003 resulted primarily from German tax refunds of $481,000, and a U.S. tax benefit of $2,000, offset in part by an international tax expense of $166,000.



Liquidity and capital resources



|                                          |  |                |      |  
|----------------------------------------- |  | -------------- | ---- | -
|                                          |  | March 31, 2004 |     
|                                          |  | (in millions)  |     
|Consists of:                              |  |                |      |  
|Cash and cash equivalents                 |  | $              | 22.3 |  
|Short-term investments                    |  |                | 0.2  |  
|For the three month period:               |  |                |      |  
|Net cash provided by operating activities |  |                | 1.8  |  
|Net cash used in investing activities     |  |                | (0.1 | )
|Net cash provided by financing activities |  |                | 0.5  |  



Since our inception,
our operations have been financed primarily through cash provided by operations and sales of capital stock. Our primary financing activities to date consist of our initial and secondary stock offerings and preferred stock issuances, from which we
derived aggregated net proceeds of approximately $72.5 million. We do not have a bank line of credit.



Our aggregate cash, cash equivalents and short-term investments increased from $20.3 million as of December 31, 2003 to $22.5 million as of March 31,
2004. Cash provided by operating activities, resulted primarily from collections of accounts receivables and various non-cash expenses included in the net loss in the first quarter, offset by the reduction in accounts payable, accrued liabilities,
payroll and payroll-related expenses, deferred revenues, and long-term liabilities, and a decrease in income taxes payable.



Our principal investing activities to date have been the purchase of short-term and long-term investments, business acquisitions, and equipment purchases.
We do not have any material commitments with regard to future capital expenditures at this time.



Net cash provided by financing activities in the three month period ended March 31, 2004 reflects the exercise of options by our employees as governed by
our employee stock option plan.



Our Board of Directors has
authorized the purchase from time to time of up to 2,142,857 shares of our common stock through open market purchases. During the three months ended March 31, 2004, we did not repurchase any shares of our common stock. Cumulatively as of March 31,
2004, we have repurchased 2,076,848 shares of our common stock at an average price of $10.02 per share for an approximate total cost of $20.8 million.



At March 31, 2004, we had working capital of $9.6 million. We believe that our current cash balances and future operating cash flows will be sufficient to
meet our working capital and capital expenditure requirements for at least the next twelve months. We do not use off balance sheet financing arrangements as a source of liquidity or financing.



Contractual obligations



A table of our contractual obligations as of March 31, 2004 is as follows:



|                 |  |                                                           |       |                  |   |              |  |              |       |               |   |       |  |   |      
|---------------- |  | --------------------------------------------------------- | ----- | ---------------- | - | ------------ |  | ------------ | ----- | ------------- | - | ----- |  | - | -----
|                 |  | Amount of Commitment Expiration Per Period (in thousands)
|                 |  | Total                                                     |       | Less than 1 year |   | 2 to 3 years |  | 4 to 5 years |       | After 5 years
|Operating leases |  | $                                                         | 9,631 |                  | $ | 3,807        |  | $            | 2,399 |               | $ | 1,628 |  | $ | 1,797
|                 |  |                                                           |       |                  |   |              |  |              |       |               |   |       |  |   |      



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Off-balance sheet arrangements



As of March 31, 2004, we did not engage in any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K
promulgated by the Commission under the Securities Exchange Act of 1934, as amended.



Stock option exchange offer



On May 16,
2003 the Company announced a voluntary stock option exchange program for certain of its employees. The offer to exchange options, or Offer, was open to eligible option holders, excluding non-employee members of the board of directors and non-exempt
employees, holding options to purchase shares of the Companys common stock with an exercise price per share of $1.50 or greater. In accordance with the terms of the Offer, participating employees tendered eligible options in exchange for
replacement options. These replacement options were then granted to employees at least six months and one day following the date their original options were tendered and cancelled. Under the terms of the Offer, replacement options vest and become
exercisable for the balance of the option shares in accordance with the same type of installment vesting schedule that was in effect for the cancelled options, but measured from the grant date of the replacement options, and no vesting credit was
provided for the period between the date the original options were tendered and the date the replacement options were granted.



The Company has issued options under the Company Plans to provide employees with an opportunity to acquire or increase their ownership interest in
NetManage, thereby creating a stronger incentive for them to continue their employment with the Company and to contribute to the attainment of the Companys business and financial objectives and the creation of value for all the Companys
stockholders. The reason for this offer was that many of the outstanding options, whether or not they were currently exercisable, had exercise prices that were significantly higher than the current market price of the Companys Common Stock.
For this reason, the Company believed that these options did not effectively retain and motivate employees and were unlikely to be exercised in the foreseeable future. By making the offer to exchange outstanding options for replacement options that
will have an exercise price equal to the market value of our Common Stock on the grant date, the Company wanted to provide its employees a benefit of owning options that over time may have a greater potential to increase in value, thereby provide
them with a more meaningful incentive to remain with the Company, to contribute to the attainment of the Companys business and financial objectives, and to create value for all the Companys stockholders.



On June 13, 2003, employees tendered options to purchase a total of 542,150
shares in connection with the Offer, which were cancelled under our 1992 Stock Option Plan as amended, and our 1999 Non-statutory Stock Option Plan following their exchange. Subject to the continued employment of the employees who exchanged options,
replacement options were granted on December 16, 2003. As of December 16, 2003, the number of tendered options eligible for replacement were reduced to 531,047 due to the termination of certain NetManage employees after June 13, 2003.



The exercise price of the replacement options were based on the fair market
value of the Companys common stock on the date the replacement options are granted. The fair market value of the Companys common stock was $4.78 per share which was equal to the last reported sale price of its common stock on the Nasdaq
National Market on December 16, 2003.



The exchange program is
being accounted for in accordance with FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensationan Interpretation of APB Opinion No. 25and results in no compensation expense.



Critical accounting policies



Reference is made to Critical Accounting Policies included in
our Annual Report on Form 10-K for the year ended December 31, 2003 as filed with the SEC on March 26, 2004. As of the date of the filing of this Quarterly Report, the Company has not identified any critical accounting policies other than those
discussed in our Annual Report for the year ended December 31, 2003.



Disclosures about market risk



Interest rate
risk



Our exposure to market risk for changes
in interest rates relates primarily to our investment portfolio. We place our investments with high credit quality issuers and, by policy, limit our credit exposure with any one issuer. As stated in our policy, we are averse to principal loss, and
seek to preserve our invested funds by limiting default risk, liquidity risk, and territory risk.



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We mitigate default and liquidity risks by investing only in high credit quality securities, and by
positioning our portfolio to respond appropriately to a significant reduction in the credit rating of any investment issuer or guarantor. To ensure portfolio liquidity the portfolio includes only marketable securities with active secondary or resale
markets. We mitigate territory risk by only allowing up to 25% of the portfolio to be placed outside of the United States.



Foreign currency risk



We are exposed to foreign currency exchange rate risk inherent in our sales commitments, anticipated sales, anticipated purchases and assets and
liabilities in currencies other than the U.S. dollar. We transact business in approximately ten foreign currencies worldwide, of which the most significant to our operations are the euro, the Canadian dollar, the Israeli shekel, and the British
pound. For most currencies, we are the net receiver of foreign currencies and therefore benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to those foreign currencies in which we transact significant
amounts of business. The net results of the transaction gains or losses appear in the line entitled foreign currency transaction gain or loss in the Consolidated Statement of Operations. At the end of each period, the translation of Consolidated
Balance Sheet from local currency to the group currency appear in the Consolidated Statement of Comprehensive Loss under the foreign currency translation adjustments line.



The following table presents the potential impact on cash flow of changes in exchange rates as noted (in thousands):



|                           |  |                                              |         |   |            |   |       |            |  |   |            |   |  |            |        |   |  |   |        |  
|-------------------------- |  | -------------------------------------------- | ------- | - | ---------- | - | ----- | ---------- |  | - | ---------- | - |  | ---------- | ------ | - |  | - | ------ | -
|                           |  | Cash flow impact on change in exchange rates |        
|                           |  | Fair Value as ofMarch 31, 2004               |         |   | -15%Change |   |       | -10%Change |  |   | +10%Change |   |  | +15%Change |       
|Accounts receivable (1)    |  | $                                            | 9,740   |   |            | $ | (796  | )          |  | $ | (501       | ) |  | $          | 410    |   |  | $ | 588    |  
|                           |  |                                              |         |   |           
|Accounts payable (1)       |  |                                              | (1,610  | ) |            |   | 205   |            |  |   | 129        |   |  |            | (106   | ) |  |   | (152   | )
|                           |  |                                              |         |   |           
|Intercompany with U.S. (2) |  |                                              | (12,332 | ) |            |   | 2,185 |            |  |   | 1,376      |   |  |            | (1,125 | ) |  |   | (1,615 | )

---

|(1) | The offset entry for this change in exchange rates would be to Accumulated comprehensive loss in the Consolidated Balance Sheets.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(2) | This assumes the change in exchange rates applies only to the relationship between the U.S. dollar and the local currency as of March 31, 2004 and that there is no change in rates
between the various non U.S. dollar currencies. The offset entry for this change in exchange rates would be to Foreign currency transaction gain (loss) in the Consolidated Statements of Operations.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Factors that may affect our future results and financial condition



Our business is subject to a number of risks and uncertainties. You should
carefully consider the risks described below, in addition to the other information contained in this Report and in our other filings with the SEC. The risks and uncertainties described below are not the only ones facing our company. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. If any of these risks actually occur, our business, financial condition or results of operations could be seriously harmed. In
that event, the market price for our common stock could decline and you may lose part or all of your investment.



Our operating results have fluctuated significantly in the past and may continue to do so in the future, which could cause our stock price to decline.



We have experienced, and expect to experience in
future periods, significant fluctuations in operating results that may be caused by many factors including, among others:



| |  | general economic conditions, in particular, the slowdown of purchases of information technology due to current economic conditions in North America and internationally;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | changes in demand for our products;
| | - | -----------------------------------



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| |  | introduction or enhancements to our products and those of our competitors;
| | - | --------------------------------------------------------------------------



| |  | technological changes in computer networking;
| | - | ---------------------------------------------



| |  | competitive pricing pressures;
| | - | ------------------------------



| |  | market acceptance of new products;
| | - | ----------------------------------



| |  | customer order deferrals in anticipation of new products and product enhancements;
| | - | ----------------------------------------------------------------------------------



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



| |  | mix of international and domestic revenues;
| | - | -------------------------------------------



| |  | mix of distribution channels through which our products are sold;
| | - | -----------------------------------------------------------------



| |  | loss of, or failure to enter into, strategic alliances to develop or promote our products;
| | - | ------------------------------------------------------------------------------------------



| |  | quality control of our products;
| | - | --------------------------------



| |  | changes in our operating expenses;
| | - | ----------------------------------



| |  | personnel changes;
| | - | ------------------



| |  | foreign currency exchange rates;
| | - | --------------------------------



| |  | seasonality; and
| | - | ----------------



| |  | adverse business conditions in specific industries.
| | - | ---------------------------------------------------



In addition, our acquisition of complementary businesses, products or technologies has in the past caused and many continue to cause fluctuations in our
operating results due to in-process research and development charges, the amortization of acquired intangible assets, and integration costs recorded in connection with acquisitions.



Since we generally ship software products within a short period after receipt of an order, we do not typically have a
material backlog of unfilled orders, and our revenues in any one-quarter are substantially dependent on orders booked in that quarter and particularly in the last month of that quarter. Our expenses are based in part on our expectations as to future
revenues and to a large extent are fixed. Therefore, we may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall of demand for our products in relation to our
expectations or any material delay of customer orders would have an almost immediate adverse impact on our operating results and on our ability to achieve profitability.



As a result, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and
should not be relied upon as indications of future performance. Fluctuations in our operating results have caused, and may in the future cause us to perform below the expectations of public market analysts and investors. If our operating results
fall below market expectations, the price of our common stock may fall.



We have not been profitable on an annual basis since 1995 and may never achieve profitability in the future.



We had a net loss in the first quarter of 2004 of $0.4 million and a net loss of approximately $2.7 million for the year ended December 31, 2003. We have
not achieved profitability on an annual basis since 1995, and we may never obtain sufficient revenues to sustain profitability in any future period. In addition, price competition may make it difficult for us to achieve profitability. Increasing
competition may cause our prices to decline, which would harm our operating results. We expect prices for our software products to decline over the next few years. We expect to face increased competition in markets where we sell our products, which
will make it more difficult to increase or maintain our revenues or to maintain our prices and profit margins. We need to significantly increase our sales volume and/or reduce our costs to be profitable in future periods. If anticipated increases in
sales volume do not keep pace with anticipated pricing pressures, our revenues would decline and our business could be harmed. This could occur despite our efforts to introduce and enhance our existing products.



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We rely significantly on third parties for sales of our products and our revenues could decline significantly with
little or no notice.



We rely significantly on our
independent distributors, systems integrators, and value-added resellers for marketing and distribution of our products. The agreements in place with these organizations are generally non-exclusive, of limited duration, are terminable with little or
no notice by either party and generally do not contain minimum purchase requirements. These distributors of our products are not within our control and generally represent competing product lines of other companies in addition to our products. There
can be no assurance that these organizations will give a high priority to the marketing of our products, and they may give a higher priority to the products of our competitors.



Furthermore, our results of operations may also be materially adversely affected by changes in the inventory strategies of
our resellers, which can occur rapidly and may not be related to end-user demand. As part of our continued strategy of selling through multiple distribution channels, we expect to continue using indirect distribution channels, particularly
value-added resellers and system integrators, in addition to distributors and original equipment manufacturers. Any material increase in our indirect sales as a percentage of revenues may adversely affect our average selling prices and gross margins
due to lower unit costs that are typically charged when selling through indirect channels. There can be no assurance that we will be able to attract or retain resellers and distributors who will be able to market our products effectively, will be
qualified to provide timely and cost-effective customer support and service, or will continue to represent our products. If we are unable to recruit or retain important resellers or distributors or if they decrease their sales of our products, we
may suffer a material adverse effect on our business, financial condition or results of operations.



We have undergone significant restructuring, which may have a material adverse effect on our operating results.



We undertook restructurings of our operations in August 2000, August 2002 and again in January 2003. These restructuring plans involved reductions in
our worldwide workforce and the consolidation of certain of our sales, customer support, and research and development operations. We have also had to write-down assets as part of the restructuring effort that lowered our operating results. These
restructuring plans may not be successful and may not improve future operating results. Completion of the restructuring plans may disrupt our operations and have a material adverse effect on our business, financial condition and results of
operations. We may also be required to implement additional restructuring plans in the future.



We may not be able to successfully make acquisitions of or investments in other companies or technologies.



We have limited experience in acquiring or making investments in companies, technologies or services. We regularly evaluate product and technology
acquisition opportunities and anticipate that we may make additional acquisitions in the future if we determine that an acquisition would further our corporate strategy. Acquisitions in our industry are particularly difficult to assess because of
the rapidly changing technological standards in our industry. If we make any acquisitions, we will be required to assimilate the personnel, operations and products of the acquired business and train, retain and motivate key personnel from the
acquired business. However, the key personnel of the acquired business may decide not to work for us. Moreover, if the operations of an acquired company or business do not meet our expectations, we may be required to restructure the acquired
business, or write-off the value of some or all of the assets of the acquired business. No assurance can be given that any acquisition by us will or will not occur, that if an acquisition does occur, that it will not materially and adversely affect
us, or that any such acquisition will be successful in enhancing our business.



We are dependent upon our key management for our future success, and few of our managers are obligated to stay with us.



Our success depends on the efforts and abilities of our senior management and certain other key personnel. Many of our key employees are employed on an
at-will basis. If any of our key employees left or were unable to work and we were unable to find a suitable replacement, then our business, financial condition and results from operations could be materially harmed.



We face significant competition and competition in our market is likely to increase and
could harm our business.



The markets for our products
are intensely competitive and characterized by rapidly changing technology, evolving industry standards, price erosion, changes in customers needs, and frequent new product introductions. We anticipate continued growth and competition in our
industry and the entrance of new competitors into our markets, and accordingly, the markets for our products will remain intensely competitive. We expect that competition will increase in the near term and that our primary long-term competitors



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may not yet have entered the market. Several key factors contribute to the continued growth of our marketplaces including
the proliferation of Microsoft Windows client server technology, and the continued implementation of web-based access to corporate mainframe and midrange computer systems. Our connectivity software products compete with major computer and
communication systems vendors, including Microsoft, IBM, and Sun Microsystems, Inc., as well as smaller networking software companies such as Jacada Ltd., Seagull Holding HV, and Hummingbird Ltd. We also face competition from makers of terminal
emulation software such as Attachmate Corporation, and WRQ, Inc.



Many of our current competitors have, and many of our future competitors may have, substantially greater financial, technical, sales, marketing and other resources, in addition to greater name recognition and a larger customer base than us.
The markets for our products are characterized by significant price competition and we anticipate that we will face increasing pricing pressures from our competitors in the future. In addition, our current and future competitors may be able to
respond more quickly to new or emerging technologies and changes in customer requirements than we can. Increased competition could result in price reductions, fewer customer orders, reduced gross profit margins and loss of market share, any of which
could harm our business.



Furthermore, our competitors could
seek to expand their product offerings by designing and selling products using technology that could render obsolete or adversely affect sales of our products. These developments may adversely affect sales of our products either by directly
affecting customer-purchasing decisions or by causing potential customers to delay their purchases of our products. Several of our competitors have developed proprietary networking applications and certain of such vendors, including Novell, provide
a TCP/IP protocol suite in their products at little or no additional cost. In particular, Microsoft has embedded a TCP/IP protocol suite in its Windows 98, Windows 2000, Windows ME, Windows NT, Windows XP, and Windows .NET operating systems. We have
products, which are similar to connectivity products marketed by Microsoft. Microsoft is expected to increase development of such products, which could have a material adverse effect on our business, financial condition or results of operations.



If we fail to manage technological change, respond to consumer demands
or evolving industry standards or if we fail to enhance our products interoperability with the products of our customers, demand for our products will decrease and our business will suffer.



From time to time many of our customers have delayed purchase decisions due
to confusion in the marketplace relating to rapidly changing technology and product introductions. To maintain or improve our position in this industry, we must successfully develop, introduce, and market new products and product enhancements on a
timely and cost-effective basis. We have experienced difficulty from time to time in developing and introducing new products and enhancing existing products, in a manner which satisfies customer requirements and changing market demands. Any failure
by us to anticipate or respond adequately to changes in technology and customer preferences, or any significant delays in product development or introduction, could have a material adverse effect on our business, financial condition, and results of
operations. The failure to develop products or product enhancements incorporating new functionality on a timely basis could cause customers to delay purchase of our current products or cause customers to purchase products from our competitors;
either situation would adversely affect our business, financial condition, and results of operations. We may not be successful in developing new products or enhancing our existing products on a timely basis, and any new products or product
enhancements developed by us may not achieve market acceptance. In addition, we incorporate software and other technologies owned by third parties and as a result, we are dependent upon such third parties ability to enhance their current
products, to develop new products that will meet changing customer needs on a timely and cost-effective basis, and to respond to emerging industry standards and other technological changes.



We depend upon technology licensed from third parties, and if we do not maintain these
license arrangements, we will not be able to ship many of our products and our business will be seriously harmed.



Certain of our products incorporate software and other technologies developed and maintained by third parties. We license these technologies from third
parties under agreements with a limited duration and we may not be able to maintain these license arrangements. If we fail to maintain our license arrangements or find suitable replacements, we would not be able to ship many of our products and our
business would be materially harmed. For example, we have a license agreement with Dart Technologies, Inc. for Power TCP Telnet and Power TCP VT320 for five years, which we use in our OnWeb product line. There can be no assurance that we would be
able to replace the functionality provided by the third-party technologies currently offered in conjunction with our products if those technologies become unavailable to us or obsolete or incompatible with future versions of our products or market
standards.



We depend upon the compatibility of our products with
applications operating on Microsoft Windows to sell our products.



Substantially all of our net revenues have been derived from the sales of products that provide internetworking applications for the



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Microsoft Windows environment and are marketed primarily to Windows users. As a result, sales of certain of our products
would be negatively impacted by developments adverse to Microsofts Windows products. In addition, our strategy of developing products based on the Windows operating environment is substantially dependent on our ability to gain pre-release
access to, and to develop expertise in, current and future Windows developments by Microsoft. If we are unable to gain such access our ability to develop new products compatible with future Windows release in a timely manner could be harmed.



The loss of any of our strategic relationships would make it more
difficult to keep pace with evolving industry standards and to design products that appeal to the marketplace.



Our future success depends on our ability to maintain and enter into new strategic alliances and OEM relationships to develop necessary products or
technologies, to expand our distribution channels or to jointly market or gain market awareness for our products. We currently rely on strategic relationships, such as those with Microsoft to provide us with state of the art technology, assist us in
integrating our products with leading industry applications and help us make use of economies of scale in manufacturing and distribution. However, we do not have written agreements with many of our strategic partners and cannot ensure these
relationships will continue for a significant period of time. Many of our agreements with these partners are informal and may be terminated by them at any time. There can be no assurance that we will be successful in maintaining current alliances or
developing new alliances and relationships or that such alliances and relationships will achieve their intended purposes.



We may be subject to product returns, product liability claims and reduced sales because of defects in our products.



Software products as complex as those offered by us may contain undetected
errors or failures when first introduced or as new versions are released. The likelihood of errors is higher when a new product is introduced or when new versions or enhancements are released. Errors may also arise as a result of defects in
third-party products or components, which are incorporated, into our products. There can be no assurance that, despite testing by us and by current and potential customers, errors will not be found in new products or product enhancements after
commencement of commercial shipments, which could result in loss of or delay in market acceptance. We may be required to devote significant financial resources and personnel to correct any defects. Known or unknown errors or defects that affect the
operation of our products could result in the following, any of which could have a material adverse effect on our business, financial condition, and results of operations:



| |  | delay or loss or revenues;
| | - | --------------------------



| |  | cancellation of a purchase order or contract due to defects;
| | - | ------------------------------------------------------------



| |  | diversion of development resources;
| | - | -----------------------------------



| |  | damage to our reputation;
| | - | -------------------------



| |  | failure of our products to achieve market acceptance;
| | - | -----------------------------------------------------



| |  | increased service and warranty costs; and
| | - | -----------------------------------------



| |  | litigation costs.
| | - | -----------------



Although some of our licenses with customers contain provisions designed to limit our exposure to potential product liability claims, these contractual
limitations on liability may not be enforceable or may only limit, rather than eliminate potential liability. In addition, our product liability insurance may not be adequate to cover our losses in the event of a product liability claim resulting
from defects in our products and may not be available to us in the future.



Our business depends upon licensing our intellectual property, and if we fail to protect our proprietary rights, our business could be harmed.



Our ability to compete depends substantially upon our internally developed proprietary technology. We rely primarily on a
combination of copyright and trademark laws, trade secrets, confidentiality procedures, and contractual provisions to protect our proprietary rights. We seek to protect our software, documentation and other written materials under trade secret and
copyright laws and contractual confidentiality agreements, which afford only limited protection, and, to a lesser extent, patent laws. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our
products or to obtain and use



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information that we regard as proprietary. Policing unauthorized use of our products and technology is difficult and,
while we are unable to determine the extent to which piracy of our software products exists, software piracy can be expected to be a persistent problem. In selling our products, we rely primarily on shrink-wrap and click-wrap
licenses that are not signed by licensees and, therefore, may be unenforceable under the laws of certain jurisdictions. In addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent as do the laws of the
United States. If we are not successful in protecting our intellectual property, our business could be substantially harmed.



We rely upon trademarks, copyrights and trade secrets to protect our proprietary rights, which are only of limited value.



There can be no assurance that our means of protecting our proprietary
rights will be adequate or that our competitors will not independently develop similar technology. In addition, the number of patents applied and granted for software inventions is increasing. Despite any precautions which we have taken:



| |  | laws and contractual restrictions may not be sufficient to prevent misappropriation of our technology or deter others from developing similar technologies;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | other companies may claim common law trademark rights based upon state or foreign law which precede our federal registration of such marks; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  | current federal laws that prohibit software copying provide only limited protection from software pirates, and effective trademark, copyright and trade secret protection
may be unavailable or limited in certain foreign countries.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our pending patent applications may never be issued, and even if issued, may provide us with little protection.



We regard the protection of patentable inventions as important to our business. However, it is possible that:



| |  | our pending patent applications may not result in the issuance of patents;
| | - | --------------------------------------------------------------------------



| |  | our patents may not be broad enough to protect our proprietary rights;
| | - | ----------------------------------------------------------------------



| |  | any issued patent could be successfully challenged by one or more third parties, which could result in our loss of the right to prevent others from exploiting the inventions claimed
in those patents;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | current and future competitors may independently develop similar technology, duplicate our products or design around any of our patents; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



| |  | effective patent protection, if any, may not be available in every country in which we do business.
| | - | ---------------------------------------------------------------------------------------------------



If we are not successful in asserting our patent rights, our business could be substantially harmed. At the present time, we
have one patent pending and we have been issued approximately 18 patents from the U.S. Patent Office.



We have received notices of claims that may result in litigation and we may become involved in costly and time-consuming litigation over proprietary rights.



Substantial litigation regarding intellectual property rights exists in our
industry. We expect that software in our industry may be increasingly subject to third party infringement claims as the number of competitors grows and the functionality of products in different areas of the industry overlaps. Third parties may
currently have, or may eventually be issued, patents that would be infringed by our products or technology. We cannot be certain that any of these third parties will not make a claim of infringement against us with respect to our products and
technology. We have received, and may receive in the future, communications from third parties asserting that our products infringe, or may infringe, the proprietary rights of third parties seeking indemnification against such infringement or
indicating that we may be interested in obtaining a license from such third parties. Any claims or actions asserted against us could result in the expenditure of significant financial resources and the diversion of managements time and
efforts. In addition, litigation in which we are accused of infringement may cause product shipment delays, require us to develop non-infringing technology or require us to enter into royalty or license agreements even before the issue of
infringement has been decided on the merits. If any litigation were not to be resolved in our favor, we could become subject to substantial damage claims and be prohibited



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from using the technology at issue without a royalty or license agreement. These royalty or license agreements, if
required, might not be available on acceptable terms, or at all, and could result in significant costs and harm our business. If a successful claim of infringement is made against us and we cannot develop non-infringing technology or license the
infringed or similar technology on a timely and cost-effective basis, our business could be significantly harmed.



Our business is subject to risks from international operations such as legal uncertainty, tariffs, trade barriers and political and economic instability.



We derived approximately 27% of our net revenues from
sales outside of North America (United States and Canada) during the quarter ended March 31, 2004. While we expect that international sales will continue to account for a significant portion of our net revenues, there can be no assurance that we
will be able to maintain or increase international market demand for our products or that our distributors will be able to effectively meet that demand. Risks inherent in our international business activities generally include, among others:



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



| |  | legal uncertainty, particularly regarding intellectual property rights and protection;
| | - | --------------------------------------------------------------------------------------



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



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



| |  | language barriers in business discussions;
| | - | ------------------------------------------



| |  | cultural differences in the negotiation of contracts and conflict resolution;
| | - | -----------------------------------------------------------------------------



| |  | time zone differences;
| | - | ----------------------



| |  | the limitations imposed by U.S. export laws (see Government Regulation and Legal Uncertainties below);
| | - | ------------------------------------------------------------------------------------------------------



| |  | changes in markets caused by a variety of political, social and economic factors;
| | - | ---------------------------------------------------------------------------------



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



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



| |  | currency exchange rate fluctuations;
| | - | ------------------------------------



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



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



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



Many of our customers are subject to many of the risks described above. These factors may have an adverse effect on our international sales and,
consequently, on our business, financial condition or results of operations.



Terrorist attacks and threats or actual war could adversely affect our operating results and the price of our common stock.



The terrorist attacks in the United States, the United States response to these attacks, the current instability in Iraq, and the related decline in
consumer confidence and continued economic weakness have had an adverse impact on our operations. Recent consumer reports indicate that consumer confidence has reached its lowest level since 1993. If consumer confidence continues to decline or does
not recover, our revenues and results of operations may continue to be adversely impacted in 2004 and beyond. Any escalation in these events, or similar future events may disrupt our operations or those of our customers. These events have had and
may continue to have an adverse impact on the United States and world economy in general and consumer confidence and spending in particular, which has and could continue to harm our sales. Any of these events could increase volatility in the United
States and worldwide



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financial markets and economy, which could harm our stock price and may limit the capital resources available to us and
our customers. This could have a significant impact on our operating results, revenues and costs and may result in increased volatility in the market price of our common stock and on the future price of our common stock.



It may be difficult to raise needed capital in the future, which could significantly
harm our business.



We may require substantial
additional capital to finance growth and fund ongoing operations in future years. Our capital requirements will depend on many factors including, among other things:



| |  | our results of operations;
| | - | --------------------------



| |  | acceptance of and demand for our products;
| | - | ------------------------------------------



| |  | the number and timing of any acquisitions and the cost of these acquisitions;
| | - | -----------------------------------------------------------------------------



| |  | the costs of developing new products;
| | - | -------------------------------------



| |  | the costs associated with our refocusing on core products and technologies; and
| | - | -------------------------------------------------------------------------------



| |  | the extent to which we invest in new technology and research and development projects.
| | - | --------------------------------------------------------------------------------------



Although our current business plan does not foresee the need for further financing activities to fund our operations for the
foreseeable future, due to risks and uncertainties in the marketplace as well as a potential of pursuing further acquisitions, we may need to raise additional capital. If we issue additional stock to raise capital, your percentage ownership in us
would be diluted. If we raise capital through debt; our debt servicing costs will increase. Additional financing may not be available when needed and, if such financing is available, it may not be available on terms favorable to us.



Because of their significant stock ownership, our officers and directors can exert
significant control over our future direction.



As of
March 29, 2004, our officers, directors and entities affiliated with them, in the aggregate, beneficially owned approximately 1.9 million shares, or approximately 21.6% of our outstanding common stock. These stockholders, if acting together, would
be able to exert significant influence on all matters requiring approval by our stockholders, including the election of directors, the approval of mergers or other business combination transactions or a sale of all or substantially all of our
assets.



Certain provisions of our stock option plan, our stockholder
rights plan, and our certificate of incorporation and bylaws make changes of control difficult even if they would be beneficial to stockholders.



Our 1992 Stock Option Plan and our 1999 Nonstatutory Stock Option Plan currently provide, subject to certain limitations as defined in the plans, that in
the event of a change of control of NetManage, all options outstanding under those plans would become fully vested and exercisable for at least 10 days prior to the consummation of such a change of control transaction. This acceleration of vesting
provisions may have the effect of deterring or reducing the price that a potential acquirer would be willing to pay to acquire NetManage.



We have adopted a stockholder rights plan that would cause substantial dilution to a stockholder, and substantially increase the cost paid by a
stockholder, who attempts to acquire us on terms not approved by our board of directors. This could prevent us from being acquired. In addition, our board of directors has the authority without any further vote or action on the part of the
stockholders to issue up to 5,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions of the preferred stock. This preferred stock, if it is ever issued, may have preference over, and harm the
rights of the holders of, our common stock. Although the issuance of this preferred stock will provide us with flexibility in connection with possible acquisitions and other corporate purposes, the issuance of the preferred stock may make it more
difficult for a third party to acquire a majority of our outstanding voting stock. We currently have no plans to issue preferred stock.



Our certificate of incorporation and bylaws include provisions that may have the effect of deterring an unsolicited offer to purchase our stock. These
provisions, coupled with the provisions of the Delaware General Corporation Law, may delay or impede a merger, tender offer or proxy contest involving us. Furthermore, our board of directors is divided into three classes, only one of which is
elected each year. Directors are only capable of being removed by the affirmative vote of two thirds or greater of all classes of voting stock. These factors may further delay or prevent a change of control.



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We face risks from the uncertainties of current and future governmental regulation.



We are not currently subject to direct regulation by any government agency,
other than regulations applicable to businesses generally, and there are currently few laws or regulations directly applicable to access to or commerce on the Internet. However, due to the increasing popularity and use of the Internet, it is
possible that various laws and regulations may be adopted with respect to the Internet, covering issues such as user privacy, pricing and characteristics and quality of products and services. The adoption of any such laws or regulations may decrease
the growth of the Internet, which could in turn decrease the demand for our products, increase our cost of doing business or otherwise have an adverse effect on our business, financial condition or results of operations. Moreover, the applicability
to the Internet of existing laws governing issues such as property ownership, libel and personal privacy is uncertain. Further, due to the encryption technology contained in certain of our products, such products are subject to U.S. export controls.
There can be no assurance that such export controls, either in their current form or as may be subsequently enacted, will not limit our ability to distribute products outside of the United States or electronically. While we take precautions against
unlawful exportation, there can be no assurance that inadvertent violations will not occur, and the global nature of the Internet makes it virtually impossible to effectively control the distribution of our products. In addition, future federal or
state legislation or regulation may further limit levels of encryption or authentication technology. Any such export restriction, new legislation or regulation or unlawful exportation could have a material adverse effect on our business, financial
condition, or results of operations.



Item 3. Quantitative and qualitative disclosures about market risk



There have been no material changes in reported market risks since December 31, 2003. Information regarding interest rate risk and foreign currency risk
is discussed herein in Item 2 under Disclosure of Market Risk.



Item 4. Controls and procedures



Evaluation
of disclosure controls and procedures.



As of the end
of the period covered by this filing, we performed an evaluation under the supervision and with the participation of NetManages management, including NetManages Chief Financial Officer (CFO), of the effectiveness of the design and
operation of NetManages disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the Exchange Act), as amended). Following that evaluation, NetManages
management, including the CFO, concluded that based on the evaluation, the design and operation of NetManages disclosure controls and procedures were effective at that time.



An internal control system is designed to provide reasonable, but not absolute, assurance that the objectives of the control
system are met, including, but not limited to, ensuring that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported.



Changes in internal controls.



There have been no significant changes in our internal controls during the
Companys most recent quarter, or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.



PART II OTHER INFORMATION



Item 1. Legal Proceedings



Legal
proceedings



The information required by this item is
incorporated herein by reference from the information contained in our Form 10-K for the fiscal year ended December 31, 2003 under the caption Legal Proceedings.



In addition, the Company may be contingently liable with respect to certain asserted and unasserted claims that arise during
the normal course of business. Management believes the impact, if any, resulting from these matters would not have a material impact on the Companys financial statements.



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Item 2. Changes in Securities



On
May 16, 2003 the Company announced a voluntary stock option exchange program for certain of its employees. The offer to exchange options, or Offer, was open to eligible option holders, excluding non-employee members of the board of directors and
non-exempt employees, holding options to purchase shares of the Companys common stock with an exercise price per share of $1.50 or greater. In accordance with the terms of the Offer, participating employees tendered eligible options in
exchange for replacement options. These replacement options will then be granted to employees at least six months and one day following the date their original options were tendered and cancelled. Under the terms of the Offer, replacement options
vest and become exercisable for the balance of the option shares in accordance with the same type of installment vesting schedule that was in effect for the cancelled options, but measured from the grant date of the replacement options. In addition
no vesting credit was provided for the period between the date the original options were tendered and the date the replacement options were granted.



On June 13, 2003, employees tendered options to purchase an aggregate of 542,150 shares in connection with the Offer. These options were cancelled under
the Companys 1992 Stock Option Plan as amended and restated, and the 1999 Non-statutory Stock Option Plan as amended following their exchange. Subject to the continued employment of the employees who exchanged options, replacement options were
granted on or around December 16, 2003. As of December 16, 2003, the number of tendered options eligible for replacement were reduced to 531,047 due to the termination of certain NetManage employees after June 13, 2003.



The exercise price of the replacement options of $4.78 per share were based
on the fair market value of the Companys common stock on the date the replacement options. The fair market value of the Companys common stock was equal to the last reported sale price of its common stock on the Nasdaq National Market.



The exchange program is being accounted for in accordance with
FIN 44, Accounting for Certain Transactions Involving Stock Compensationan Interpretation of APB Opinion No. 25and results in no compensation expense.



Item 3. Defaults upon Senior Securities



Not
applicable



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



Not applicable



Item 5. Other Information



We
file electronically with the Securities and Exchange Commission (SE) our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K pursuant to Section 13(a) or 15(d) of the 1934 Act. The public may read
or copy any materials we file with the SEC at the SECs Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://
www.sec.gov.



On April 26, 2004, the Company filed a current
report on Form 8-K, announcing its first quarter fiscal 2004 financial results for the three ended March 31, 2004.



Item 6. Exhibits and Reports on Form 8-K



a.
Exhibits



|     |  |                                                                                                                                                                           
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a).                                                                                                      
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a).                                                                                                      
|     | 
|32.1 |  | Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





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b. Reports on Form 8-K.



1. On April 26, 2004, the Company filed a current report on Form 8-K, announcing its first quarter fiscal 2004 financial results for the three months ended March 31,
2004.



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.



|                   |  |                 |  |                                                                                                                                  
|------------------ |  | --------------- |  | ---------------------------------------------------------------------------------------------------------------------------------
|                   |  | NETMANAGE, INC.
|                   |  | (Registrant)   
|                   |  |                
|DATE: May 14, 2004 |  | By:             |  | /s/ Michael Peckham                                                                                                              
|                   |  |                 |  | Chief Financial Officer and Senior Vice President (On behalf of the registrant and as Principal Financial and Accounting Officer)



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EXHIBIT INDEX



|               |  |                                                                                                                                                                           
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                               
|31.1           |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a).                                                                                                      
|               | 
|31.2           |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a).                                                                                                      
|               | 
|32.1           |  | Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002.





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