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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-Q



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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE
ACT OF 1934



FOR THE QUARTERLY PERIOD ENDED OCTOBER 31,
2004



Commission file number 0-20008



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FORGENT NETWORKS, INC.



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|                       |  |                               
|---------------------- |  | ------------------------------
|A DELAWARE CORPORATION |  | IRS EMPLOYER ID NO. 74-2415696



108 WILD BASIN ROAD

AUSTIN, TEXAS 78746

(512) 437-2700



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The registrant 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 has been subject to such filing requirements for the past 90 days.



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



At December 15, 2004 the registrant had outstanding 24,905,855 shares of its Common Stock, $0.01 par value.



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##### Table of Contents

INDEX TO FINANCIAL STATEMENTS



|                               |  |                                                                                                      |  |           
|------------------------------ |  | ---------------------------------------------------------------------------------------------------- |  | ----------
|                               |  |                                                                                                      |  | PageNumber
|PART I - FINANCIAL INFORMATION |  |                                                                                                     
|                               |  |                                                                                                     
|Item 1                         |  | - Unaudited Consolidated Financial Statements                                                        |  |           
|                               |  | Consolidated Balance Sheets as of October 31, 2004 (unaudited) and July 31, 2004                     |  | 3         
|                               |  | Unaudited Consolidated Statements of Operations for the Three Months Ended October 31, 2004 and 2003 |  | 4         
|                               |  | Unaudited Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2004 and 2003 |  | 5         
|                               |  | Notes to the Unaudited Consolidated Financial Statements                                             |  | 6         
|Item 2                         |  | - Managements Discussion and Analysis of Financial Condition and Results of Operations              |  | 10        
|Item 3                         |  | - Quantitative and Qualitative Disclosures About Market Risk                                         |  | 21        
|Item 4                         |  | - Controls and Procedures                                                                            |  | 21        
|                               | 
|PART II - OTHER INFORMATION    |  |                                                                                                     
|                               |  |                                                                                                     
|Item 1                         |  | - Legal Proceedings                                                                                  |  | 22        
|Item 2                         |  | - Unregistered Sales of Equity Securities and Use of Proceeds                                        |  | 23        
|Item 3                         |  | - Defaults upon Senior Securities                                                                    |  | 23        
|Item 4                         |  | - Submission of Matters to a Vote of Security Holders                                                |  | 23        
|Item 5                         |  | - Other Information                                                                                  |  | 23        
|Item 6                         |  | - Exhibits                                                                                           |  | 23        
|                               | 
|Signatures                     |  | 24                                                                                                  
|                               | 
|Index to Exhibits              |  | 25                                                                                                  



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##### Table of Contents

FORGENT NETWORKS, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share data)



|                                                                                                                                                                           |  |                  |          |   |              |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ------------ | - | -------- | -
|                                                                                                                                                                           |  | OCTOBER 31, 2004 |          |   | JULY 31,2004 |  
|                                                                                                                                                                           |  | (UNAUDITED)      |          |   |              |  
|ASSETS                                                                                                                                                                     |  |                  |          |   |              |   |          |  
|Current Assets:                                                                                                                                                            |  |                  |          |   |              |   |          |  
|Cash and equivalents, including restricted cash of $650 at October 31, 2004 and July 31, 2004                                                                              |  | $                | 20,157   |   |              | $ | 19,051   |  
|Short-term investments                                                                                                                                                     |  |                  | 1,558    |   |              |   | 2,490    |  
|Accounts receivable, net of allowance for doubtful accounts of $34 and $26 at October 31, 2004 and July 31, 2004, respectively                                             |  |                  | 340      |   |              |   | 398      |  
|Notes receivable, net of reserve of $848 at October 31, 2004 and July 31, 2004                                                                                             |  |                  |         |   |              |   |         |  
|Prepaid expenses and other current assets                                                                                                                                  |  |                  | 528      |   |              |   | 386      |  
|                                                                                                                                                                           |  |                  |          |   |              |   |          |  
|Total Current Assets                                                                                                                                                       |  |                  | 22,583   |   |              |   | 22,325   |  
|                                                                                                                                                                           |  |                 
|Property and equipment, net                                                                                                                                                |  |                  | 3,514    |   |              |   | 3,165    |  
|Intangible assets, net                                                                                                                                                     |  |                  | 208      |   |              |   | 258      |  
|Other assets                                                                                                                                                               |  |                  | 168      |   |              |   | 267      |  
|                                                                                                                                                                           |  |                  |          |   |              |   |          |  
|                                                                                                                                                                           |  | $                | 26,473   |   |              | $ | 26,015   |  
|                                                                                                                                                                           |  |                  |          |   |              |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                       |  |                  |          |   |              |   |          |  
|Current Liabilities:                                                                                                                                                       |  |                  |          |   |              |   |          |  
|Accounts payable                                                                                                                                                           |  | $                | 1,753    |   |              | $ | 1,509    |  
|Accrued compensation and benefits                                                                                                                                          |  |                  | 238      |   |              |   | 290      |  
|Other accrued liabilities                                                                                                                                                  |  |                  | 1,045    |   |              |   | 1,060    |  
|Notes payable, current position                                                                                                                                            |  |                  | 336      |   |              |   | 348      |  
|Deferred revenue                                                                                                                                                           |  |                  | 487      |   |              |   | 525      |  
|                                                                                                                                                                           |  |                  |          |   |              |   |          |  
|Total Current Liabilities                                                                                                                                                  |  |                  | 3,859    |   |              |   | 3,732    |  
|                                                                                                                                                                           |  |                 
|Long-Term Liabilities:                                                                                                                                                     |  |                  |          |   |              |   |          |  
|Deferred revenue                                                                                                                                                           |  |                  | 8        |   |              |   | 14       |  
|Other long-term obligations                                                                                                                                                |  |                  | 2,669    |   |              |   | 2,769    |  
|                                                                                                                                                                           |  |                  |          |   |              |   |          |  
|Total Long-Term Liabilities                                                                                                                                                |  |                  | 2,677    |   |              |   | 2,783    |  
|                                                                                                                                                                           |  |                 
|Stockholders Equity:                                                                                                                                                      |  |                  |          |   |              |   |          |  
|Preferred stock, $.01 par value; 10,000 authorized; none issued or outstanding                                                                                             |  |                  |         |   |              |   |         |  
|Common stock, $.01 par value; 40,000 authorized; 26,660 and 26,625 shares issued; 24,906 and 24,871 shares outstanding at October 31, 2004 and
July 31, 2004, respectively |  |                  | 266      |   |              |   | 266      |  
|Treasury stock, 1,754 issued at October 31, 2004 and July 31, 2004                                                                                                         |  |                  | (4,726   | ) |              |   | (4,726   | )
|Additional paid-in capital                                                                                                                                                 |  |                  | 264,621  |   |              |   | 264,582  |  
|Accumulated deficit                                                                                                                                                        |  |                  | (240,243 | ) |              |   | (240,631 | )
|Accumulated other comprehensive income                                                                                                                                     |  |                  | 19       |   |              |   | 9        |  
|                                                                                                                                                                           |  |                  |          |   |              |   |          |  
|Total Stockholders Equity                                                                                                                                                 |  |                  | 19,937   |   |              |   | 19,500   |  
|                                                                                                                                                                           |  |                  |          |   |              |   |          |  
|                                                                                                                                                                           |  | $                | 26,473   |   |              | $ | 26,015   |  
|                                                                                                                                                                           |  |                  |          |   |              |   |          |  



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



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##### Table of Contents

FORGENT NETWORKS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)



|                                                                         |  |                                       |        |   |      |   |        |  
|------------------------------------------------------------------------ |  | ------------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                         |  | FOR THE THREEMONTHS ENDED OCTOBER 31, |       
|                                                                         |  | 2004                                  |        |   | 2003 |  
|                                                                         |  | (UNAUDITED)                           |       
|REVENUES:                                                                |  |                                       |        |   |      |   |        |  
|Intellectual property licensing                                          |  | $                                     | 5,856  |   |      | $ | 2,850  |  
|Software & services                                                      |  |                                       | 599    |   |      |   | 999    |  
|Other                                                                    |  |                                       |       |   |      |   | 22     |  
|                                                                         |  |                                       |        |   |      |   |        |  
|Total Revenues                                                           |  |                                       | 6,455  |   |      |   | 3,871  |  
|                                                                         |  |                                      
|COST OF SALES:                                                           |  |                                       |        |   |      |   |        |  
|Intellectual property licensing                                          |  |                                       | 2,928  |   |      |   | 1,425  |  
|Software & services                                                      |  |                                       | 205    |   |      |   | 851    |  
|Other                                                                    |  |                                       |       |   |      |   | 24     |  
|                                                                         |  |                                       |        |   |      |   |        |  
|Total Cost of Sales                                                      |  |                                       | 3,133  |   |      |   | 2,300  |  
|                                                                         |  |                                      
|GROSS MARGIN                                                             |  |                                       | 3,322  |   |      |   | 1,571  |  
|                                                                         |  |                                      
|OPERATING EXPENSES:                                                      |  |                                       |        |   |      |   |        |  
|Selling, general and administrative                                      |  |                                       | 2,599  |   |      |   | 3,033  |  
|Research and development                                                 |  |                                       | 365    |   |      |   | 1,084  |  
|Amortization of intangible assets                                        |  |                                       | 12     |   |      |   | 4      |  
|                                                                         |  |                                       |        |   |      |   |        |  
|Total Operating Expenses                                                 |  |                                       | 2,976  |   |      |   | 4,121  |  
|                                                                         |  |                                      
|INCOME (LOSS) FROM OPERATIONS                                            |  |                                       | 346    |   |      |   | (2,550 | )
|                                                                         |  |                                      
|OTHER INCOME AND (EXPENSES):                                             |  |                                       |        |   |      |   |        |  
|Interest income                                                          |  |                                       | 68     |   |      |   | 62     |  
|Other                                                                    |  |                                       | (12    | ) |      |   | (45    | )
|                                                                         |  |                                       |        |   |      |   |        |  
|Total Other Income and (Expenses)                                        |  |                                       | 56     |   |      |   | 17     |  
|                                                                         |  |                                      
|INCOME (LOSS) FROM CONTINUING OPERATIONS, BEFORE INCOME TAXES            |  |                                       | 402    |   |      |   | (2,533 | )
|Provision for income taxes                                               |  |                                       | (14    | ) |      |   |       |  
|                                                                         |  |                                       |        |   |      |   |        |  
|INCOME (LOSS) FROM CONTINUING OPERATIONS                                 |  |                                       | 388    |   |      |   | (2,533 | )
|Income from discontinued operations, net of income taxes                 |  |                                       |       |   |      |   | 10     |  
|                                                                         |  |                                       |        |   |      |   |        |  
|NET INCOME (LOSS)                                                        |  | $                                     | 388    |   |      | $ | (2,523 | )
|                                                                         |  |                                       |        |   |      |   |        |  
|BASIC AND DILUTED INCOME (LOSS) PER SHARE:                               |  |                                       |        |   |      |   |        |  
|Income (loss) per share from continuing operations - basic and diluted   |  | $                                     | 0.02   |   |      | $ | (0.10  | )
|                                                                         |  |                                       |        |   |      |   |        |  
|Income (loss) per share from discontinued operations - basic and diluted |  | $                                     | 0.00   |   |      | $ | 0.00   |  
|                                                                         |  |                                       |        |   |      |   |        |  
|Net income (loss) per share - basic and diluted                          |  | $                                     | 0.02   |   |      | $ | (0.10  | )
|                                                                         |  |                                       |        |   |      |   |        |  
|WEIGHTED AVERAGE SHARE OUTSTANDING:                                      |  |                                       |        |   |      |   |        |  
|Basic                                                                    |  |                                       | 24,893 |   |      |   | 24,600 |  
|                                                                         |  |                                       |        |   |      |   |        |  
|Diluted                                                                  |  |                                       | 24,933 |   |      |   | 24,600 |  
|                                                                         |  |                                       |        |   |      |   |        |  



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



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##### Table of Contents

FORGENT NETWORKS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)



|                                                                               |  |                                        |        |   |      |   |        |  
|------------------------------------------------------------------------------ |  | -------------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                               |  | FOR THE THREE MONTHS ENDED OCTOBER 31, |       
|                                                                               |  | 2004                                   |        |   | 2003 |  
|                                                                               |  | (UNAUDITED)                            |       
|CASH FLOWS FROM OPERATING ACTIVITIES:                                          |  |                                        |        |   |      |   |        |  
|Income (loss) from continuing operations                                       |  | $                                      | 388    |   |      | $ | (2,533 | )
|Adjustments to reconcile net income (loss) to net cash provided by operations: |  |                                        |        |   |      |   |        |  
|                                                                               |  |                                       
|Depreciation and amortization                                                  |  |                                        | 379    |   |      |   | 835    |  
|Amortization of leasehold advance and lease impairment                         |  |                                        | (146   | ) |      |   | (284   | )
|Provision for doubtful accounts                                                |  |                                        |       |   |      |   | (5     | )
|Amortization of unearned compensation                                          |  |                                        |       |   |      |   | 15     |  
|Foreign currency translation gain                                              |  |                                        | 2      |   |      |   |       |  
|Sale of accounts receivable                                                    |  |                                        |       |   |      |   | 1,746  |  
|Changes in operating assets and liabilities:                                   |  |                                        |        |   |      |   |        |  
|Accounts receivable                                                            |  |                                        | 57     |   |      |   | 6,676  |  
|Prepaid expenses and other current assets                                      |  |                                        | (142   | ) |      |   | (223   | )
|Accounts payable                                                               |  |                                        | (331   | ) |      |   | (1,478 | )
|Accrued expenses and other long-term obligations                               |  |                                        | (28    | ) |      |   | (53    | )
|Deferred revenue                                                               |  |                                        | (46    | ) |      |   | 130    |  
|                                                                               |  |                                        |        |   |      |   |        |  
|Net cash provided by operating activities                                      |  |                                        | 133    |   |      |   | 4,826  |  
|                                                                               |  |                                       
|CASH FLOWS FROM INVESTING ACTIVITIES:                                          |  |                                        |        |   |      |   |        |  
|Net sales (purchases) of short-term investments                                |  |                                        | 932    |   |      |   | (3,187 | )
|Net purchases of property and equipment                                        |  |                                        |       |   |      |   | (464   | )
|Issuance of notes receivable                                                   |  |                                        | (1     | ) |      |   | (4     | )
|Increase in capitalized software                                               |  |                                        |       |   |      |   | (522   | )
|Increase in other assets                                                       |  |                                        |       |   |      |   | (200   | )
|Purchase of Network Simplicity Software Inc.                                   |  |                                        |       |   |      |   | (1,965 | )
|                                                                               |  |                                        |        |   |      |   |        |  
|Net cash provided by (used in) investing activities                            |  |                                        | 931    |   |      |   | (6,342 | )
|                                                                               |  |                                       
|CASH FLOWS FROM FINANCING ACTIVITIES:                                          |  |                                        |        |   |      |   |        |  
|Net proceeds from issuance of stock                                            |  |                                        | 39     |   |      |   | 278    |  
|Purchase of treasury stock                                                     |  |                                        |       |   |      |   | (454   | )
|Proceeds from notes payable                                                    |  |                                        | 112    |   |      |   | 84     |  
|Payments on notes payable and capital leases                                   |  |                                        | (117   | ) |      |   | (166   | )
|                                                                               |  |                                        |        |   |      |   |        |  
|Net cash provided by (used in) financing activities                            |  |                                        | 34     |   |      |   | (258   | )
|                                                                               |  |                                       
|CASH FLOWS FROM DISCONTINUED OPERATIONS:                                       |  |                                        |        |   |      |   |        |  
|Net cash provided by discontinued operations                                   |  |                                        |       |   |      |   | 10     |  
|                                                                               |  |                                       
|Effect of translation exchange rates on cash                                   |  |                                        | 8      |   |      |   | 2      |  
|                                                                               |  |                                        |        |   |      |   |        |  
|Net increase (decrease) in cash and equivalents                                |  |                                        | 1,106  |   |      |   | (1,762 | )
|Cash and equivalents at beginning of period                                    |  |                                        | 19,051 |   |      |   | 21,201 |  
|                                                                               |  |                                        |        |   |      |   |        |  
|Cash and equivalents at end of period                                          |  | $                                      | 20,157 |   |      | $ | 19,439 |  
|                                                                               |  |                                        |        |   |      |   |        |  



Certain reclassifications have been
made to prior years financial statement to conform with current year presentation.



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



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##### Table of Contents

FORGENT NETWORKS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share and employee data unless otherwise noted)



NOTE 1 - GENERAL AND BASIS OF FINANCIAL STATEMENTS



The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations
of the Securities and Exchange Commission and accordingly, do not include all information and footnotes required under accounting principles generally accepted in the United States for complete financial statements. In the opinion of management,
these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of the financial position of Forgent Networks, Inc. (Forgent or the Company) as of
October 31, 2004 and July 31, 2004, and the results of operations and cash flows for the three months ended October 31, 2004 and 2003. The results for interim periods are not necessarily indicative of results for a full fiscal year.



NOTE 2 - ACQUISITIONS



During the first fiscal quarter of 2004, Forgent acquired substantially all of the assets and operations of Network
Simplicity Software Inc., a privately held provider of web-based scheduling solutions. The acquired software products, targeted for small to medium sized businesses and departments or divisions of large enterprises, are sold under the Companys
NetSimplicity software product line. This strategic acquisition allowed the Company to expand its market opportunities into the small to medium sized business market.



Forgent purchased Network Simplicity Software Inc. for approximately $3,315, consisting of $2,115 in cash and assumed
liabilities, and approximately $1,200 in potential future cash considerations. The $2,115 was the amount recorded as the purchase price of the acquisition, which was accounted for as a purchase of assets. Accordingly, the purchase price was
allocated to the tangible and identifiable intangible assets acquired based on their estimated fair values at the date of acquisition. The intangible assets are being amortized over their estimated lives of two to three years. The following table
shows the amounts assigned to each major asset and liability class as of the date of acquisition:



|                         |  |   |      
|------------------------ |  | - | -----
|Cash                     |  | $ | 55   
|Accounts receivable, net |  |   | 137  
|Prepaid expenses         |  |   | 3    
|Fixed assets             |  |   | 37   
|Intangible assets        |  |   | 425  
|Acquired software        |  |   | 1,570
|                         |  |   |      
|Total Assets             |  | $ | 2,227
|                         |  |   |      
|Accounts payable         |  | $ | 15   
|Accrued liabilities      |  |   | 64   
|Deferred revenue         |  |   | 33   
|                         |  |   |      
|Total Liabilities        |  | $ | 112  
|                         |  |   |      



During April 2004,
$358 of the potential future cash considerations was earned by the seller of Network Simplicity Software, Inc., recorded as an adjustment to the purchase price and allocated to acquired software. Similarly, during October 2004, $678 of the potential
future cash considerations was earned, recorded as an adjustment to the purchase price and allocated to the acquired software. The remaining $164 tied to future contingencies will be recorded as additional purchase price when, and if, the amounts
are earned and paid.



As a result of the acquisition,
Forgents workforce grew by ten employees and the acquired workforce remained based in Richmond, British Columbia, Canada. Additionally, NetSimplicitys results of operations since October 6, 2003 have been included in the Companys
Consolidated Statement of Operations for the three months ended October 31, 2003.



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##### Table of Contents

FORGENT NETWORKS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share and employee
data unless otherwise noted)



NOTE 3 - DISCONTINUED OPERATIONS



In July 2003, Forgent sold substantially all of the
assets of its videoconferencing hardware services business, based in King of Prussia, Pennsylvania, to an affiliate of Gores Technology Group, a privately held international acquisition and management firm. The divestiture was designed to enable
Forgent to focus on growing its intellectual property licensing business, growing its software and services business, increasing its cash balances, improving its overall gross margin and reducing its operating expenses. Related to this transaction,
$1,000 in cash remained held in escrow for indemnity claims as of October 31, 2004. Details of this escrowed fund and other important information are set forth in the Companys proxy statement for fiscal year 2002. Forgent cannot provide any
assurances that it will receive some or any of the held funds.



NOTE 4
 SALE OF ACCOUNTS RECEIVABLE



During the three
months ended October 31, 2003, the Company sold $1,746 of its outstanding accounts receivable, without any recourse, to Silicon Valley Bank in order to maintain cash balances at levels considered appropriate by management. Silicon Valley Bank
purchased the assets at face value, less fees of approximately 1.2% of the face value of the accounts receivable sold and a one-time annual set-up fee of $10. The Company received proceeds from Silicon Valley Bank of $1,713. No accounts receivable
were sold during the three months ended October 31, 2004.



Under the provisions of Statement of Financial Accounting Standard (SFAS) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,a transfer of receivables may
be accounted for as a sale if the following three conditions are met: (1) the transferred assets are isolated from the transferor, (2) the transferee has the right to pledge or sell the transferred assets and (3) the transferor does not maintain
control over the transferred assets. Accordingly, the Company recorded the transfer of the accounts receivable as a sale of assets, excluded the related receivables from the Consolidated Balance Sheet and recorded related expenses of $24 for the
quarter ended October 31, 2003.



NOTE 5 - COMPREHENSIVE INCOME (LOSS)



In accordance with the disclosure requirements of SFAS
No. 130, Reporting Comprehensive Income,the Companys comprehensive income (loss) is comprised of net income (loss), foreign currency translation adjustments and unrealized gains and losses on short-term investments held as
available-for-sale securities. Comprehensive income for the three months ended October 31, 2004 was $398 and comprehensive loss for the three months ended October 31, 2003 was $2,521.



NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS



In March 2004, the Financial Accounting Standard Board (FASB)
issued an exposure draft entitled Share-Based Payment, an Amendment of FASB Statements Nos. 123 and 95,which eliminates the ability to account for share-based compensation transactions using Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to Employees.The exposure draft would require stock-based compensation to employees to be recognized as a cost in the financial statements and that such cost should be
measured according to the fair value of the stock options. The proposed requirements in the exposure draft would be effective for fiscal years beginning after June 15, 2005, or fiscal year 2006 for the Company. The FASB intends to issue a final
statement in late 2004. In order to determine the impact on its consolidated financial statements, Forgent will continue to monitor the progress on this exposure draft.



In March 2004, the Emerging Issues Task Force issued consensus No. 03-1 (EITF 03-1), The Meaning of
Other-Than-Temporary Impairment and its Application to Certain Investments.The consensus applies to certain investments in debt and security securities accounted for under SFAS No. 115, Accounting for Certain Investments in Debt
and Equity Securities,and SFAS No. 124, Accounting for Certain Investments Held by Not-for-Profit Organizations.EITF 03-1 provides a three-step model to evaluate whether an investment is considered impaired, whether
that impairment is other than temporary and the measurement of an impairment loss. The impairment accunting guidance is effective for reporting periods beginning after June 15, 2004, or the Companys first fiscal quarter of 2005, and disclosure
requirements are effective for annual periods ending after June 15, 2004, or the Companys 2005 fiscal year. The adoption of this interpretation is not expected to have a material effect on the Companys consolidated results of operations,
consolidated financial position or consolidated cash flows.



7



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##### Table of Contents

FORGENT NETWORKS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share and employee
data unless otherwise noted)



NOTE 7  STOCK BASED COMPENSATION



The Company follows APB Opinion No. 25,
Accounting for Stock Issued to Employeesand related interpretations in accounting for stock option grants. As required by SFAS No. 123, Accounting for Stock-Based Compensation and SFAS No. 148,
Accounting for Stock-Based Compensation-Transition and Disclosure,Forgent has determined pro forma net income and net income per common share as if compensation costs had been determined based on the fair value of the options
granted to employees and then recognized ratably over the vesting period. The fair value of stock option grants has been estimated at the date of grant using the Black- Scholes multiple option pricing model. Had the compensation costs been
recognized as prescribed by SFAS No.123, net income and basic and diluted earnings per share would have changed to the pro forma amounts shown below:



|                                                                                                                                      |  |                                      |      |   |      |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ---- | - | ---- | - | ------ | -
|                                                                                                                                      |  | FOR THETHREE MONTHS ENDEDOCTOBER 31, |     
|                                                                                                                                      |  | 2004                                 |      |   | 2003 |  
|                                                                                                                                      |  | (UNAUDITED)                          |     
|Net earnings (loss)                                                                                                                   |  |                                      |      |   |      |   |        |  
|Net earnings (loss) as reported                                                                                                       |  | $                                    | 388  |   |      | $ | (2,523 | )
|                                                                                                                                      |  |                                     
|Add: Stock-based employee compensation expense included in reported net earnings (loss), net of related tax effects                   |  | $                                    |     |   |      | $ | 15     |  
|                                                                                                                                      |  |                                     
|Deduct: Stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax
effects |  | $                                    | (177 | ) |      | $ | (393   | )
|                                                                                                                                      |  |                                     
|Pro forma                                                                                                                             |  | $                                    | 211  |   |      | $ | (2,901 | )
|                                                                                                                                      |  |                                     
|Basic earnings (loss) per common share:                                                                                               |  |                                      |      |   |      |   |        |  
|As reported                                                                                                                           |  | $                                    | 0.02 |   |      | $ | (0.10  | )
|Pro forma                                                                                                                             |  | $                                    | 0.01 |   |      | $ | (0.12  | )
|Diluted earnings (loss) per common share:                                                                                             |  |                                      |      |   |      |   |        |  
|As reported                                                                                                                           |  | $                                    | 0.02 |   |      | $ | (0.10  | )
|Pro forma                                                                                                                             |  | $                                    | 0.01 |   |      | $ | (0.12  | )



The assumptions used to calculate the
fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and experience.



NOTE 8- SEGMENT INFORMATION



Currently, the Company operates in two distinct segments: intellectual property licensing and software and services. Forgents intellectual property
licensing business is currently focused on generating licensing revenues relating to the Companys data compression technology embodied in U.S. Patent No. 4,698,672 and its foreign counterparts and is currently conducted through the
Companys wholly-owned subsidiary, Compression Labs, Inc. Forgents software and services business currently provides customers with scheduling and asset management software as well as software maintenance and support, installation and
training services.



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FORGENT NETWORKS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share and employee
data unless otherwise noted)



The Company evaluates the
performance as well as the financial results of its segments. Included in the segment operating income (loss) is an allocation of certain corporate operating expenses. The Company does not identify assets or capital expenditures by reportable
segments, and the Companys Chief Executive Officer and Chief Financial Officer do not evaluate the segments based on these criteria.



The table below presents segment information about revenue from unaffiliated customers, gross margins and operating income (loss) for the three months
ended October 31, 2004 and 2003:



|                                                   |  |                                      |       |                    |   |        |       |  |   |        |  
|-------------------------------------------------- |  | ------------------------------------ | ----- | ------------------ | - | ------ | ----- |  | - | ------ | -
|                                                   |  | IntellectualPropertyLicensing& Other |       | Software &Services |   |        | Total | 
|For the Three Month Period Ending October 31, 2004 |  |                                      |       |                    |   |        |       |  |   |        |  
|Revenues from unaffiliated customers               |  | $                                    | 5,856 |                    | $ | 599    |       |  | $ | 6,455  |  
|Gross margin                                       |  |                                      | 2,928 |                    |   | 394    |       |  |   | 3,322  |  
|Operating income (loss)                            |  |                                      | 1,948 |                    |   | (1,602 | )     |  |   | 346    |  
|                                                   |  |                                      |      
|For the Three Month Period Ending October 31, 2003 |  |                                      |       |                    |   |        |       |  |   |        |  
|Revenues from unaffiliated customers               |  | $                                    | 2,872 |                    | $ | 999    |       |  | $ | 3,871  |  
|Gross margin                                       |  |                                      | 1,423 |                    |   | 148    |       |  |   | 1,571  |  
|Operating income (loss)                            |  |                                      | 607   |                    |   | (3,157 | )     |  |   | (2,550 | )



NOTE 9  SUBSEQUENT EVENTS



At the end of the first fiscal quarter, Forgent formally
terminated its counsel engaged in connection with the Companys Patent Licensing Program. Subsequently, Forgent entered into discussions with the law firm regarding the termination. Forgent has engaged new counsel to advise it in connection
with its Patent Licensing Program and is working with both counsels to ensure a timely and efficient transition in legal services. Presently, the Company has not yet finalized a new overall fee agreement with its new counsel and all other law firms
engaged in the licensing and litigation of the 672 patent, and the impact to the Companys financial position as a result of this transition cannot be reasonably estimated.



On November 24, 2004, Forgent entered into a Asset Purchase Agreement to sell a portfolio of patents and other intellectual
property (including its ALLIANCE software suite) related to the management and scheduling, planning and execution of audio, video and web conferencing to Tandberg Telecom AS (Tandberg), a wholly owned subsidiary of Tandberg ASA.
Additionally, the Company released Tandberg from and agreed not to assert claims related to Forgents retained patents and intellectual property. Forgent received $3,750 in cash upon closing in November 2004. This transaction allowed the
Company to simplify its business, focus on its core operations and generate additional cash. Forgent remains committed to its existing ALLIANCE customers and intends to complete its underlying maintenance agreements as well as assist its customers
through the transition to the TANDBERG Management Suite, Tandbergs video-management software.



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



The following review of Forgents financial position as of October 31, 2004 and July 31, 2004 and for the three months ended October 31, 2004 and
2003 should be read in conjunction with the Companys Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended July 31, 2004, filed with the Securities and Exchange Commission.



RESULTS OF OPERATIONS



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



|                                         |  |                                       |   |  |      |   
|---------------------------------------- |  | ------------------------------------- | - |  | ---- | --
|                                         |  | FOR THE THREEMONTHS ENDED OCTOBER 31, |  
|                                         |  | 2004                                  |   |  | 2003 |   
|Intellectual property licensing revenues |  | 91                                    | % |  | 73   | % 
|Software and services revenues           |  | 9                                     |   |  | 26   |   
|Other revenues                           |  |                                      |   |  | 1    |   
|Gross margin                             |  | 51                                    |   |  | 41   |   
|Selling, general and administrative      |  | 40                                    |   |  | 78   |   
|Research and development                 |  | 6                                     |   |  | 28   |   
|Total operating expenses                 |  | 46                                    |   |  | 106  |   
|Other income, net                        |  | 1                                     |   |  |     |   
|Net income (loss)                        |  | 6                                     | % |  | (65  | )%



THREE MONTHS ENDED OCTOBER 31, 2004
AND 2003



Revenues



Revenues for the three months ended October 31, 2004 were $6.5 million, an
increase of $2.6 million, or 67%, from the $3.9 million reported for the three months ended October 31, 2003. Consolidated revenues represent the combined revenues including sales of Forgents software products, installation and training, and
software maintenance services, as well as royalties received from licensing the Companys intellectual property.



Intellectual property licensing revenues were $5.9 million and $2.9 million for the three months ended October 31, 2004 and 2003, respectively.
Intellectual property licensing revenues as a percentage of total revenues were 91% and 73% for the three months ended October 31, 2004 and 2003, respectively. The first fiscal quarter of 2005 marks the eleventh consecutive quarter that Forgent has
generated licensing revenues. As of October 31, 2004, the Companys Patent Licensing Program has generated $100.4 million in aggregate licensing revenues from 35 companies. These licensing revenues relate to one-time intellectual property
license agreements with companies for Forgents data compression technology embodied in U.S. Patent No. 4,698,672 (the 672 patent) and its foreign counterparts, which cover several types of products including many digital
cameras, personal computers, camera cell phones, scanners, printing devices, video cameras, rendering devices and other technologies. Licensing of the 672 patent is currently conducted through the Companys wholly owned subsidiary,
Compression Labs, Inc. (CLI). The Company does not anticipate any additional intellectual property licensing revenue from its current licensees, but Forgent will continue to actively seek new licenses from its 672 patent as well as
licensing opportunities from other patents in its intellectual property portfolio.



The timing of signing license agreements as well as the variable amount of each license fee continues to pose forecasting challenges. Additionally, the inherent variability of the licensing program causes peaks and
valleys in the programs financial performance. The $3.0 million increase in intellectual property licensing revenues during the three months ended October 31, 2004 as compared to the three months ended October 31, 2003 is due to the change in
the number of agreements signed as well as the amount of each license fee received during the two periods. Since April 2004, CLI has initiated litigation against multiple companies for infringement of its 672 patent



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(the 672 Litigation). See Part II  Item 1 Legal Proceedings. Additionally, Forgent
changed its legal counsel in this litigation at the end of October 2004. Management is working with both counsels to ensure a timely and efficient transition in legal services related to the 672 Litigation as well as the on-going negotiations
for additional license agreements.



Although there continue to
be uncertainties and risks related to the Companys Patent Licensing Program, management anticipates its licensing program will generate additional intellectual property licensing revenues during the remainder of fiscal year 2005. However,
Forgents Patent Licensing Program involves risks inherent in intellectual property licensing, including risks of protracted delays, legal challenges that would lead to the disruption or curtailment of the licensing program, increasing
expenditures associated with pursuit of the program and other risks that could adversely affect the Company. Additionally, the U.S. 672 patent expires in October 2006 and its foreign counterparts expire in September 2007. There can be no
assurance that the Company will be able to continue to effectively license its technology to other companies. Additionally, there are no guarantees that the Company can protect its intellectual property rights in its current litigation or prevent
the unauthorized use of its technology in the future. However, Forgent will continue to seek to enforce and will pursue its rights through legal action when necessary.



Software and services revenues were $0.6 million and $1.0 million for the three months ended October 31, 2004 and 2003,
respectively. Software and services revenues as a percentage of total revenues were 9% and 26% for the three months ended October 31, 2004 and 2003, respectively. Revenues from this line of business included sales of Forgents NetSimplicity
scheduling and asset management software products as well as the Companys ALLIANCE enterprise meeting automation software products. Also included are software maintenance and support, royalties and services including installation, training and
professional services related to ALLIANCE, such as add-on customization and network consulting services.



The $0.4 million decrease in software and services revenues is due to a $0.8 million decrease in revenues from the ALLIANCE product line, which is offset
by a $0.4 million increase in revenues from the NetSimplicity product line. During fiscal year 2004, Forgent experienced declining revenues related to ALLIANCE due to price sensitivity, lengthy sales cycles and integration with enterprise
infrastructures. The Company decided to cease actively marketing and selling its ALLIANCE software products, which explains the $0.8 million decrease in ALLIANCE revenues during the three months ended October 31, 2004 as compared to the three months
ended October 31, 2003. In November 2004, Forgent sold its ALLIANCE software suite to Tandberg Telecom AS. See Note 8 - Subsequent Event. Management anticipates the ALLIANCE revenues will continue to decrease as the ALLIANCE maintenance
and support contracts expire.



Since acquiring its Meeting Room
Manager and Visual Asset Manager software products in October 2003, Forgent has continued to develop these products, has introduced new related products and increased revenues from its NetSimplicity product line each quarter. During the quarter
ended October 31, 2004, NetSimplicity revenues increased $0.4 million as compared to the quarter ended October 31, 2003. Forgent will continue to target North American and international companies in the healthcare, education, legal, and financial
industries, which generated approximately 58.5% of its first fiscal quarters sales. Management believes its current software business is a growth business and will continue actively pursuing sales to increase revenues.



Gross Margin



Gross margins for the three months ended October 31, 2004 were $3.3 million, an increase of $1.7 million, or 111%, from the
$1.6 million reported for the three months ended October 31, 2003. Gross margins as a percentage of total revenues were 51% and 41% for the three months ended October 31, 2004 and 2003, respectively.



The $1.7 million increase in the Companys total gross margin during the
quarter ended October 31, 2004, as compared to the quarter ended October 31, 2003, is due primarily to the $1.5 million increase in gross margin resulting from the patent license agreements obtained during the first fiscal quarter of 2005. The cost
of sales on the intellectual property licensing business relates to the legal fees incurred on successfully achieving licensing revenues. The contingent legal fees were based on 50% of the licensing revenues received on signed agreements and were
paid to Forgents previous counsel pursuant to a fee agreement with such counsel. At the end of the first fiscal quarter, Forgent terminated such counsel and is currently in discussions with the law firm regarding the termination. Forgent is
also currently negotiating a new overall fee agreement with its new counsel and all other law firms



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engaged in the licensing and litigation of the 672 patent. Although the new agreement is not finalized, management
believes the final agreement will result in higher gross margins for the Company. Because of the inherent risks in licensing intellectual property, including the October 2006 expiration of the U.S. 672 patent and the September 2007 expiration
of the patents foreign counterparts, total gross margins would be adversely affected in the future if licensing revenues decline.



Gross margins as a percentage of revenues for the software segment increased to 66% for the three months ended October 31, 2004 as compared to 15% for the
three months ended October 31, 2003. The cost of sales associated with the software and services business is relatively fixed and results primarily from the amortization of the Companys purchased software development costs and intangible
assets. During the three months ended October 31, 2004, cost of sales associated with the software segment decreased by $0.6 million as compared to the three months ended October 31, 2003. In fiscal year 2004, Forgent fully impaired its capitalized
software development costs and terminated certain employees related to its ALLIANCE software suite. Thus, approximately $0.7 million of the decrease in the software segments total cost of sales resulted from decreases in the amortization of
capitalized software development costs and compensation costs during the first fiscal quarter of 2005. Therefore, the $0.6 million decrease in the cost of sales, coupled with the $0.4 million decline in software and services revenues as explained
above, resulted in a $0.2 million increase in the software segments gross margin during the three months ended October 31, 2004, as compared to the three months ended October 31, 2003. Since revenues generated from the software and services
business directly affect gross margins and since management anticipates growing revenues for this segment, gross margins from the software and services business are expected to improve.



Selling, General and Administrative



Selling, general and administrative expenses for the three months ended October 31, 2004 were $2.6 million, a decrease of $0.4 million, from the $3.0
million reported for the three months ended October 31, 2003. Selling, general and administrative (SG&A) expenses as a percentage of revenues were 40% and 78% for the three months ended October 31, 2004 and 2003, respectively.



The $0.4 million decrease in SG&A expenses is due
primarily to a decrease in compensation expenses and an increase in professional fees. During fiscal year 2004, Forgent restructured its software operations and terminated 33 employees in sales and marketing and seven employees in the general and
administrative functions. These employment terminations led to decreased compensation expenses during the first fiscal quarter of 2005 to approximately $0.9 million, the majority of which relate to the termination of the ALLIANCE sales force.
Forgent continues to actively pursue sales of its NetSimplicity software products and signed agreements with one new domestic partner and one new international partner to assist in its sales efforts.



The decrease in compensation expenses during the three months ended October
31, 2004 was offset by a $0.3 million increase in professional fees. This increase primarily relates to increased audit and consulting fees resulting from the implementation of certain Sarbanes-Oxley Act requirements and increased legal and
consulting fees related to Forgents intellectual property licensing business. Due to the current litigation of its 672 patent, management believes legal and consulting fees may continue to increase. However, management continues to
evaluate and reduce any unnecessary SG&A expenses that do not directly support the generation of revenues for the Company, including all unproductive infrastructure expenses such as underutilized office space.



Research and Development



Research and development expenses for the three months ended October 31,
2004 were $0.4 million, a decrease of $0.7 million, or 66%, from the $1.1 million reported for the three months ended October 31, 2003. Research and development (R&D) expenses as a percentage of revenues were 6% and 28% for the three
months ended October 31, 2004 and 2003, respectively.



During
the three months ended October 31, 2004, Forgent continued developing its Meeting Room Manager (MRM) product and made significant progress on its next release of MRM, version 6.0. This release, with its new web-based interface and
numerous feature enhancements requested by customers, extends MRMs capabilities in ease of use, performance and scalability and is supported by significant architectural improvements that include Microsoft .NET and native SQL server database
technologies. An internal quality assurance team and external beta testers are currently testing the new version, which the Company plans to release in January 2005. Also during the first fiscal quarter of 2005, Forgent developed the newest release
of its Visual Asset Manager



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(VAM) product. VAM 2004 Plus, which was released in November 2004, includes new features that allow asset
managers to track the custodial status of shared assets, track and manage assets across multiple locations, and define subcategories under primary asset categories to facilitate more precise categorization of their assets.



The R&D expenses during the three months ended October 31, 2003 are net
of $0.5 million in costs that were capitalized. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. At the time the product is released for
sale, the capitalized software is amortized over the estimated economic life of the related project, generally three years. As part of the Companys efforts to restructure its software operations in fiscal year 2004, Forgent fully impaired its
ALLIANCE capitalized software development costs as of January 31, 2004. As a result, no ALLIANCE R&D costs were capitalized during the first fiscal quarter of 2005. Additionally, no R&D costs related to the NetSimplicity software products
have been capitalized, and management currently does not anticipate any to be capitalized in the future.



The $0.7 million decrease in R&D expenses during the three months ended October 31, 2004, as compared to the three months ended October 31, 2003, is
primarily due to a $0.8 million decrease in compensation expenses. During fiscal year 2004, Forgent restructured its software operations and terminated 22 employees in research and development. Additionally, nine employees terminated their
employment voluntarily. These employment terminations caused the decrease in compensation expenses during the first fiscal quarter of 2005. Management will attempt to maintain R&D expenses at reasonable levels in terms of percentage of revenue
and anticipates R&D expenses to remain relatively flat during the next fiscal quarter.



Net Income (Loss)



Forgent generated a net income of $0.4 million, or $0.02 per share, during the three months ended October 31, 2004 compared to a net loss of $2.5 million, or $0.10 per share, during the three months ended October 31, 2003. Net income (loss)
as a percentage of total revenues were 6% and (65%) for the three months ended October 31, 2004 and 2003, respectively. The $2.9 million increase in the Companys net income is primarily attributable to the $1.8 million increase in gross margin
and the $1.1 million decrease in operating expenses.



During
the three months ended October 31, 2004, Forgents Patent Licensing Program achieved a significant milestone, $100.4 million in aggregate licensing revenues, while generating additional licensing revenues and earnings to provide a positive cash
flow for the Companys stability and growth. Additionally, Forgent reduced operating expenses considerably and maintained healthy cash and working capital balances. Despite these positive financial indicators, uncertainties and challenges
remain, and there can be no assurance that the Company can successfully grow its revenues or maintain profitability.



LIQUIDITY AND CAPITAL RESOURCES



On October 31, 2004, Forgent had working capital of $18.7 million, including $21.7 million in cash, cash equivalents and short-term investments. Cash
provided by operating activities was $0.1 million for the three months ended October 31, 2004 due primarily to $0.4 million in net income and $0.4 million of non-cash depreciation and amortization expenses, which were offset by a $0.3 million
decrease in accounts payable. Cash provided by operating activities was $4.8 million for the three months ended October 31, 2003 due primarily to a $6.7 million decrease in accounts receivable and the sale of $1.7 million in accounts receivable,
which were offset by the $2.5 million in net loss and a $1.5 million decrease in accounts payable. During the three months ended October 31, 2003, the Company sold $1.7 million of its outstanding accounts receivable, without any recourse, to Silicon
Valley Bank and received net proceeds of $1.7 million. No accounts receivable were sold during the first fiscal quarter of 2005. During the three months ended October 31, 2004, Forgent collected $2.9 million in accounts receivable related to its
Patent Licensing Program. Management plans to utilize these cash receipts to invest more resources in its licensing program, especially due to anticipated increased expenditures related to the 672 Litigation, and manage its software operations
towards profitability. The $2.9 million in collections and the diligent collection of the Companys other accounts receivable resulted in the Companys days sales outstanding to be five days for the first fiscal quarter of 2005, a decrease
of one day from the previous fiscal quarter and a decrease of 24 days from the quarter ended October 31, 2003. Forgent continues to conscientiously collect all of its outstanding receivables.



Cash provided by investing activities was $0.9 million for the three months
ended October 31, 2004 due to $0.9 million in net sales of short-term investments. Cash used in investing activities was $6.3 million for the three



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months ended October 31, 2003 due largely to $3.2 million in net purchases of short-term investments and $2.0 million
paid related to the purchase of Network Simplicity Software Inc. Forgent manages its investments portfolio in order to fulfill corporate liquidity requirements and maximize investment returns while preserving the quality of the portfolio. Since the
Companys current operations are not capital intensive, Forgent made no purchases of fixed assets during the three months ended October 31, 2004 and management does not anticipate any significant purchases of fixed assets during the remaining
fiscal quarters of 2005.



As of October 31, 2004, the Company
leased office space and equipment under non-cancelable operating leases that expire at various dates through 2013. Certain leases obligate the Company to pay property taxes, maintenance and insurance. Additionally, the Company used the proceeds from
its notes payable to purchase computers and various equipment. Amounts payable under these leases and notes payable are as follows:



|                            |  |                        |        |                  |   |            |  |           |       |                   |   |       |  |   |       
|--------------------------- |  | ---------------------- | ------ | ---------------- | - | ---------- |  | --------- | ----- | ----------------- | - | ----- |  | - | ------
|                            |  | Payments Due By Period
|                            |  | (in thousands)        
|                            |  | Total                  |        | Less than 1 year |   | 1 -3 years |  | 3-5 years |       | More than 5 years
|Operating lease obligations |  | $                      | 29,052 |                  | $ | 4,076      |  | $         | 7,176 |                   | $ | 6,710 |  | $ | 11,090
|Notes payable obligations   |  |                        | 709    |                  |   | 364        |  |           | 345   |                   |   |      |  |   |      
|                            |  |                        |        |                  |   |            |  |           |       |                   |   |       |  |   |       
|Total                       |  | $                      | 29,761 |                  | $ | 4,440      |  | $         | 7,521 |                   | $ | 6,710 |  | $ | 11,090
|                            |  |                        |        |                  |   |            |  |           |       |                   |   |       |  |   |       



Forgent may periodically make other
commitments and thus become subject to other contractual obligations. However, management believes these commitments and contractual obligations are routine in nature and incidental to the Companys operations.



Cash provided by financing activities was $34 thousand for the three months
ended October 31, 2004 due to $0.1 million in proceeds received from the issuance of a note payable, which was offset by $0.1 million in notes payable payments and $39 thousand in proceeds received from the issuance of stock. Cash used in financing
activities was $0.3 million for the three months ended October 31, 2003 due primarily to $0.5 million in purchases of treasury stock, which was offset by $0.3 million in proceeds received from the issuance of stock. Forgents stock repurchase
program allows the Company to purchase up to three million shares of the Companys common stock. During the three months ended October 31, 2003, the Company repurchased 137,085 shares for approximately $0.5 million. No additional shares were
repurchased during the first fiscal quarter of 2005. As of October 31, 2004, Forgent had repurchased 1,754,201 shares and had the approval to repurchase approximately 1.3 million additional shares. Management will continue to evaluate repurchasing
additional shares in fiscal year 2005, depending on the Companys cash position, market conditions and other factors.



As of October 31, 2004, Forgents cash, cash equivalents and short-term investments balance was $21.7 million, an increase of $0.2 million, or 0.8%,
over the previous quarter ended July 31, 2004. Forgents principal sources of liquidity at October 31, 2004 consisted of $21.7 million of cash, cash equivalents and short-term investments and the ability to generate cash from its intellectual
property licensing business. Management currently plans to utilize its cash balances to fund operations and consider opportunities to repurchase additional Company stock, pay cash dividends and/or acquire a growing and profitable public or privately
held technology business or product line. However, Forgents ability to generate cash from its intellectual property licensing business is subject to certain risks as discussed under Risk Factors  Licensing Program below.
Additionally, Forgents expenditures related to the 672 Litigation could increase as discussed under Risk Factors  Litigation below. As previously stated above, there remain risks and uncertainties as to the timing of
the receipts of license fees due, in part, to the inherent nature of a patent licensing program. Therefore, there is no assurance that the Company will be able to continue to limit its cash consumption and preserve its cash balances, and it is
possible that the Companys business demands may lead to cash utilization at levels greater than recently experienced due to the 672 Litigation, increased expense levels, potential acquisitions and other factors.



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CRITICAL ACCOUNTING POLICIES



The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States and include the accounts of Forgents wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in the consolidation. Preparation of the consolidated financial statements in conformity
with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates made by management include the valuation allowance for the gross deferred tax asset, contingency reserves,
useful lives of fixed assets, the determination of the fair value of its long-lived assets, including its intangible assets and the loss from its impairments. These estimates could be materially different under different conditions and assumptions.
Additionally, the actual amounts could differ from the estimates made. Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness. Appropriate adjustments, if any, to the estimates
used are made prospectively based upon such periodic evaluation.



Management believes the following represent Forgents critical accounting policies:



Revenue Recognition



The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectibility is probable. The Company recognizes software revenue in accordance with Statement
of Position (SOP) 97-2, Software Revenue Recognition,as amended by SOP 98-4, Deferral of the Effective Date of a Provision of SOP 97-2, and SOP 98-9, Modification of SOP 97-2 With Respect
to Certain Transactions, and Securities and Exchange Commission Staff Accounting Bulletin 104, Revenue Recognition.



Intellectual property licensing revenue is derived from the Companys Patent Licensing Program, which is currently focused on generating licensing
revenues relating to the Companys data compression technology embodied in U.S. Patent No. 4,698,672, and its foreign counterparts and is currently conducted through the Companys wholly-owned subsidiary, Compression Labs, Inc. Gross
intellectual property licensing revenue is recognized at the time a license agreement has been executed and related costs are recorded as cost of sales. The cost of sales on the intellectual property licensing business relates to the legal fees
incurred on successfully achieving signed agreements. The contingent legal fees were based on 50% of the licensing revenues received on signed agreements and were paid to Forgents previous counsel pursuant to a fee agreement with such counsel.
Forgent has terminated such counsel and is currently in discussions with the law firm regarding the termination.



Software and service revenue consists of license and service fees. License fee revenue is earned through the licensing or right to use the Companys
software and from the sale of specific software products. Service fee income is earned through the sale of maintenance and technical support, training and installation. The Company allocates the total fee to the various elements based on the
relative fair values of the elements specific to the Company. The Company determines the fair value of each element in the arrangement based on vendor-specific objective evidence (VSOE) of fair value. When VSOE of fair value for the
license element is not available, license revenue is recognized using the residual method. Under the residual method, the contract value is first allocated to the undelivered elements (maintenance and service elements) based upon their VSOE of fair
value; the remaining contract value, including any discount, is allocated to the delivered element. For maintenance, VSOE of fair value is based upon the renewal rate specified in each contract. For training and installation services, VSOE of fair
value is based upon the rates charged for these services when sold separately. Revenue allocated to maintenance and technical support is recognized ratably over the maintenance term (typically one year). Revenue allocated to installation and
training is recognized upon completion of these services due to their short-term nature. The Companys training and installation services are not essential to the functionality of its products as such services can be provided by a third party
or the customers themselves. For instances in which VSOE cannot be determined for undelivered elements, and these undelivered elements do not provide significant customization or modification of its software product, Forgent recognizes the entire
contract amount ratably over the period during which the services are expected to be performed.



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The Company does not recognize revenue for agreements with rights of return, refundable fees,
cancellation rights or acceptance clauses until such rights of return, refund or cancellation have expired or acceptance has occurred. The Companys arrangements with resellers do not allow for any rights of return.



Deferred revenue includes amounts received from customers in excess of
revenue recognized, and is comprised of deferred maintenance, service and other revenue. Deferred revenues are recognized in the Consolidated Statement of Operations over the terms of the arrangements, primarily ranging from one to three years.



Impairment of Goodwill, Intangible Assets and Long-Lived Assets



Since goodwill and other intangible assets with
indefinite lives are no longer required to be amortized under SFAS No. 142, Goodwill and Other Intangible Assets,the Company reviews its goodwill and these intangible assets for possible impairment on an annual basis, or whenever
specific events warrant. Events that may create an impairment review include, but are not limited to: significant and sustained decline in the Companys stock price or market capitalization, significant underperformance of operating units and
significant changes in market conditions and trends. Forgent uses a two-step process and a discounted cash flow model to evaluate its assets for impairment. If the carrying amount of the goodwill or asset exceeds its implied fair value, an
impairment loss is recognized in an amount equal to the excess during that fiscal period. Intangible assets that are not deemed to have indefinite lives will continue to be amortized over their useful lives and are tested for impairment in
accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.



In accordance with SFAS No. 144, Forgent reviews and evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate
that their net book value may not be recoverable. When such factors and circumstances exist, including those noted above, the Company compares the assets carrying amounts against the estimated undiscounted cash flows to be generated by those
assets over their estimated useful lives. If the carrying amounts are greater than the fair value of those assets, the excess is recorded as an impairment in that fiscal period.



Allowance for Doubtful Accounts



The Company maintains an allowance for doubtful accounts to estimate losses from uncollectable customer accounts receivables. This estimate is based in
the aggregate, on historical collection experience, age of receivables and general economic conditions. It also considers an individual customers payment experience, credit-worthiness and age of receivable balances.



RISK FACTORS



There are many factors that affect the Companys business, prospects, liquidity and the results of its operations, some
of which are beyond the control of the Company. The following is a discussion of some, but not all, of these and other important risk factors that may cause the actual results of the Companys operations in future periods to differ materially
from those currently expected or desired. Additional risks not presently known to management or risks that are currently believed to be immaterial, but which may become more material, may also affect the Companys business prospects and results
of operations.



Licensing Program



The Companys Patent Licensing Program involves risks inherent in
licensing intellectual property, including risks of protracted delays, legal challenges that would lead to disruption or curtailment of the program, increasing expenditures associated with the pursuit of the program and other risks that could
adversely affect the Company. Thus, there can be no assurance that the Company will be able to continue to license its technology to others. See Part II, Item 1 Legal Proceedings for information regarding the commencement by the Federal
Trade Commission of a non-public investigation associated with the Companys Patent Licensing Program. If the Company fails to meet the expectations of securities analysts or investors, the market price of Forgents common stock may
decrease significantly. Quarterly operating results may fail to meet these expectations for a number of reasons, including the unwillingness or inability of licensees to pay for the license and other fees, a decline in the demand for the
Companys patented technology, higher than expected operating expenses and license delays due to legal and other factors. Additionally, there are no guarantees that the Company can protect its intellectual property rights in its current
litigation or prevent the unauthorized use of its technology in the future. However, Forgent will continue to seek to enforce and will pursue its rights through the legal system when necessary.



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Litigation



The Company has initiated the 672 Litigation against multiple companies for infringement of its 672 patent. As with any litigation, the
outcome is uncertain, and although the Company intends to vigorously pursue its claims, there can be no assurance or certainty that the Company will prevail. Additionally, unintended consequences of the Companys initiating the 672
Litigation may adversely affect the Companys business, including, without limitation, that the Company may have to devote significant time and financial resources to pursuing the 672 Litigation, that the Company may become subject to
counterclaims or lawsuits and that the expenses of pursuing the 672 Litigation could increase based upon new developments occurring. These, and other factors not currently known to or deemed material by management, could have a material and
adverse impact on the Companys business, prospects, liquidity and results of operations.



Licensing Cycle



Forgents licensing cycle for its Patent Licensing Program is lengthy and costly, including expenditures related to various consultant fees, travel costs and certain legal costs. Due to multiple negotiations and legal due diligence
required, the licensing process cannot necessarily be expedited. As a result, the Companys intellectual property licensing revenues may fluctuate from quarter to quarter, making it difficult for Forgent to predict its revenues, which could
cause the Company to miss analysts expectations. Additionally, these fluctuations and missed expectations may lead to reduced prices for the Companys common stock.



Counsel for Patent Licensing Program



On October 27, 2004, Forgent formally terminated its previous counsel engaged in connection with the Companys Patent Licensing Program and is
currently in discussions with the law firm regarding the termination. Forgent has engaged new counsel to advise it in connection with its Patent Licensing Program and is working with both counsels to ensure a timely and efficient transition in legal
services. Presently, the Company has not yet finalized a new fee agreement with its new counsel. The Patent Licensing Program is dependent on intensive legal due diligence and negotiations. The transition in the provision of legal services to
Forgent caused by this termination may cause delays in Forgents ability to proceed with its Patent Licensing Program, which could have a material and adverse impact on the Companys business, liquidity and results of operations.



Patents and Trademarks



The Companys success and ability to compete are substantially
dependent on its proprietary technology and trademarks. The Company seeks to protect these assets through a combination of patent and trademark laws, as well as confidentiality procedures and contractual provisions. These legal protections afford
only limited protection and enforcement of these rights may be time consuming and expensive. Furthermore, despite best efforts, the Company may be unable to prevent third parties from infringing upon or misappropriating its intellectual property.
Also, competitors may independently develop similar, but not infringing, technology, duplicate products or design around the Companys patents or other intellectual property.



Additionally, the Companys patent applications or trademark registrations may not be approved. Moreover, even if
approved, the resulting patents or trademarks may not provide Forgent with any competitive advantage or may be challenged by third parties. If challenged, patents might not be upheld or claims could be narrowed. Any litigation surrounding the
Companys rights would force Forgent to divert important financial and other resources away from business operations.



General Economic and Industry Conditions



Any adverse change in general economic, business or industry conditions could have a material effect on the Companys business, prospects and
financial performance if those conditions cause customers or potential customers to reduce or delay their purchases of scheduling software and related services. Given competing priorities within limited budgets, businesses may choose to curtail
their capital spending. If so, a general reduction in information technology spending could have an adverse effect on the demand for the Companys products and services and could result in declining revenues and earnings for the Company.



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Acquisition Integration



The Company has made, and will continue to evaluate and may make, strategic acquisitions in public and privately held technology companies. Some of
these acquisitions may be in markets or businesses that the Company had not previously participated in and thus may require additional employees and/or skill sets that the Company does not currently possess. In addition, some of these acquisitions
may be in regulated or other specialized industries. Some of these companies may also be early-stage ventures with unproven business models, have products that are not yet fully developed, or have products that have not yet achieved market
acceptance. Any acquisitions of this type are inherently risky. Additionally, the Company may encounter a number of other risks associated with acquisitions, including (1) diversion of managements attention; (2) failure to retain and motivate
key acquired personnel; (3) failure to integrate acquired operations, products and technologies; (4) risks associated with unanticipated events, circumstances or legal liabilities; (5) client satisfaction or performance problems within the acquired
business; and (6) amortization of acquired intangible assets. These difficulties could disrupt Forgents ongoing business, distract existing management and employees, require increased capital expenditures or increase the Companys
expenses and/or materially and adversely affect results of operations and liquidity. Accordingly, there can be no assurances that any of the Companys investments or acquisitions will be successful, that the Company will be able to recover the
amounts invested or that any acquisition would be profitable.



Software
Marketing and Sales



The future success of the
Companys software segment will be dependent in significant part on its ability to generate demand for its software products and services. To this end, Forgents sales operations must increase market awareness of its products to generate
increased revenue. All sales new hires will require training and may take time to achieve full productivity. Forgent cannot be certain that its new hires will become as productive as necessary or that it will be able to hire enough qualified
individuals or retain existing employees in the future. The Company cannot be certain that it will be successful in its efforts to market and sell its products, and if it is not successful in building greater market awareness and generating
increased sales, future results of operations will be adversely affected.



Increased Business from Current and New Customers



Forgents business model depends on the expanded use of its software within its current and new customers organizations. Therefore, Forgent must execute on its growth objectives, including growth from its acquired companies or
assets. If the Company fails to grow its customer base or generate repeat and expanded business from its current customers, Forgents business and operating results could be adversely affected. Since the Companys maintenance and other
service fees depend largely on the size and number of licenses that are sold, any downturn in Forgents software license revenue would negatively impact the Companys deployment services revenue and future maintenance revenue.
Additionally, if customers elect not to renew their maintenance agreements, Forgents maintenance revenue could be adversely affected.



Software Development



Forgent expects that its future financial performance will depend, in part, on revenue generated from its existing and future software products and the
related products that the Company plans to develop or acquire. There are significant risks inherent in any new product introduction, such as with Forgents NetSimplicity software products. To be successful, Forgent must be cost-effective and
timely in enhancing its existing software applications, developing new software technology and solutions that address the increasingly sophisticated and varied needs of its existing and prospective clients, and anticipating technological advances
and evolving industry standards and practices. Forgent may need to invest further in research and development in order to keep its software applications and solutions viable in the rapidly changing marketplace. This research and development effort
may require significant resources and could ultimately be unsuccessful. Such significant investment could adversely affect the Companys operating results as well as its liquidity.



Additionally, Forgent cannot be certain that its existing or future products offerings will meet customer performance needs
or expectations when shipped or that they will be free of significant software defects or bugs. If



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the Companys products do not meet customer needs or expectations, for whatever reason, the Companys sales
would be adversely affected and furthermore, upgrading or enhancing the Companys products could be costly and time consuming. Such upgrades or enhancements could have an adverse effect on the Companys results of operations and liquidity.



Quarterly Revenues and Operating Results



In the past, Forgents revenues and operating results have varied
significantly from quarter to quarter. Additionally, management expects that revenues and operating results will continue to fluctuate significantly from quarter to quarter. These fluctuations may lead to reduced prices for the Companys common
stock. Several factors may cause the quarterly results to fluctuate, including:



| |  | timing of intellectual property license agreements and related recording of licensing revenues;
| | - | -----------------------------------------------------------------------------------------------



| |  | timing and costs related to the 672 Litigation;
| | - | ------------------------------------------------



| |  | market demand for the Companys software products and services;
| | - | ---------------------------------------------------------------



| |  | timing of customers budget cycles;
| | - | -----------------------------------



| |  | timing of customer orders and deployment of Forgents software products;
| | - | ------------------------------------------------------------------------



| |  | the mix of software license and services revenue;
| | - | -------------------------------------------------



| |  | seasonal fluctuations in capital spending;
| | - | ------------------------------------------



| |  | changes in the rapidly evolving market for web-based applications;
| | - | ------------------------------------------------------------------



| |  | managements ability to manage operating costs, a large portion of which are relatively fixed in advance of any particular quarter;
| | - | -----------------------------------------------------------------------------------------------------------------------------------



| |  | timing and costs related to possible acquisitions of technology or businesses;
| | - | ------------------------------------------------------------------------------



| |  | costs of attracting, retaining and training skilled personnel;
| | - | --------------------------------------------------------------



| |  | managements ability to manage future growth; and
| | - | -------------------------------------------------



| |  | general economic climate.
| | - | -------------------------



Some of these factors are within managements control while others are not. Accordingly, management believes that quarter-to-quarter comparisons of
the Companys revenues and operating results are not necessarily meaningful. Therefore, investors should not rely on the results of any particular quarter as an indication of future performance.



Key Personnel and Senior Management



Forgents success depends upon its ability to attract, hire and retain
highly trained and experienced software developers and engineers to design and develop software applications in order to keep pace with client demand for rapidly evolving technologies and varying client needs. The Companys operations are also
dependent on the continued efforts of its executive officers and senior management. Additionally, Forgent will likely depend on the senior management of any business it may acquire in the future. If any of the Companys key personnel or senior
management are unable or unwilling to continue in his or her present role, or if Forgent is unable to retain or hire, train and integrate new personnel effectively, Forgents business could be adversely affected.



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Technological Changes and Product Transitions



The technology industry is characterized by continuing improvements in technology, which results in the frequent
introduction of new products, short product life cycles and continual improvement in product performance characteristics. If the Company fails to anticipate and respond effectively to these improvements and new product introductions, these
improvements could render the Companys products noncompetitive. While Forgent believes that its experience over the past few years as a provider of software and services and its prior experience in the videoconferencing industry affords it a
competitive advantage over some of its competitors, rapid changes in technology present challenges and risks for the Company.



Competition and New Entrants



The Company may encounter new entrants or competition from competitors in some or all aspects of its business, including any business that Forgent may
acquire. The Company currently competes on the basis of price, technology, availability, performance, quality, reliability, service and support. The Company believes that its experience and business model creates a competitive advantage over its
competitors. However, there can be no assurance that the Company will be able to maintain this advantage. Many of the Companys current and possibly future competitors have greater resources than the Company and, therefore, may be able to
compete more effectively on price and other terms.



Limited Operating
History



Although founded in 1985, Forgent has a limited
operating history in its current lines of business due to the Companys transition to a licensor of intellectual property and a provider of scheduling and asset management software and services. As a result of this limited operating history,
Forgent cannot forecast revenue and operating expenses based on historical results. Additionally, the Companys ability to forecast quarterly revenue accurately is limited because of the relative unpredictability of its intellectual property
licensing revenues. The Companys business, operating results and financial condition will be materially adversely affected if revenues do not meet projections and if results in a given quarter do not meet expectations.



Divestiture Transactions



As a result of Forgents transition to a licensor of intellectual
property and a provider of scheduling and asset management software and services, the Company has divested certain non-core operations, including a videoconferencing endpoint manufacturing business, an integration business and a videoconferencing
hardware services business. There can be no assurance that, having divested such non-core operations, Forgent will be able to achieve greater or any profitability, strengthen its core operations or compete more effectively in existing or new
markets. In addition, the Company continues to evaluate the profitability realized or that is likely to be realized by its existing businesses and operations. Forgent reviews from a strategic standpoint, which, if any, of its businesses or
operations should be divested. Entering into, evaluating or consummating divestiture transactions may entail risks and uncertainties in addition to those which may result from the divestiture-related change in the Companys business operations,
including but not limited to extraordinary transaction costs, unknown indemnification liabilities and unforeseen administrative complications, any of which could result in reduced revenues, increased charges or post-transaction administrative costs,
or could otherwise have a material adverse effect on Forgents business, financial condition or results of operations.



Recently Proposed and Enacted Laws and Regulations



As a result of assessing, implementing and complying with recently proposed and enacted changes in the laws and regulations affecting public
companies, including but not limited to, the Sarbanes-Oxley Act of 2002, management anticipates increased accounting, audit and legal fees, as well as increased costs for certain types of insurance. Additionally, the new and proposed rules could
also make it more difficult for Forgent to retain qualified individuals to serve on its Board of Directors. Although management continually monitors and evaluates developments with respect to these new and proposed laws and regulations, management
cannot estimate the amount of the additional costs the Company may incur or the timing of such costs at this time. However, such increased costs could materially affect Forgents results of operations.



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Due to the risk factors noted above and elsewhere in the Managements Discussion and Analysis of
Financial Condition and Results of Operations, Forgents past earnings and stock price have been, and future earnings and stock price potentially may be, subject to significant volatility, particularly on a quarterly basis. Past financial
performance should not be considered a reliable indicator of future performance and investors are cautioned in using historical trends to anticipate results or trends in future periods. Any shortfall in revenue or earnings from the levels
anticipated by securities analysts could have an immediate and significant effect on the trading price of the Companys common stock in any given period.



CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS



Certain statements in this Report on Form 10-Q represent forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results of operations, levels of activity, economic performance, financial
condition or achievements to be materially different from future results of operations, levels of activity, economic performance, financial condition or achievements as expressed or implied by such forward-looking statements.



Whenever possible, Forgent attempted to identify these forward-looking
statements with the words believes, estimates, plans, expects, anticipates, may, could and other similar expressions. Although these forward-looking statements
reflect managements current plans and expectations, which are believed to be reasonable as of the filing date of this Report, they inherently are subject to certain risks and uncertainties. Such risks and uncertainties include, but are not
limited to, those described under Risk Factors and other risks indicated in Forgents filings with the Securities and Exchange Commission from time to time. These risks and uncertainties are beyond the Companys control, and in
many cases, management cannot predict all of the risks and uncertainties that could cause actual results to differ materially from those contemplated, projected, anticipated, planned or budgeted in any such forward-looking statements. Additionally,
Forgent does not assume responsibility for the accuracy and completeness of such statements and is under no obligation to update any of the forward-looking statements after the date of this Form 10-Q to conform such statements to actual results.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Companys primary market risk exposure relates to interest rate risk. Forgents interest income is sensitive to changes in U.S. interest
rates. However, due to the short-term nature of the Companys investments, Forgent does not consider these risks to be significant. For additional Quantitative and Qualitative Disclosures about Market Risk, reference is made to Part II, Item
7A, Quantitative and Qualitative Disclosures about Market Risk, in the Companys Annual Report on Form 10-K for the year ended July 31, 2004.



ITEM 4. CONTROLS AND PROCEDURES



Under the supervision and with the participation of the Companys Chief Executive Officer and Chief Financial Officer, management of the Company has evaluated the effectiveness of the Companys disclosure controls and procedures
(as defined in Rule 13a-15(e) and Rule 15d-15 under the Securities Exchange Act of 1934) as of a date within 90 days prior to the filing date of this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that, as of the date of the evaluation, the Companys disclosure controls and procedures are effective in timely alerting them to the material information relating to the Company required to be included in its periodic filings with the
Securities and Exchange Commission. No changes were made in the Companys internal controls over financial reporting during the quarter ended October 31, 2004, that have materially affected, or is reasonably likely to materially affect, the
Companys internal controls over financial reporting.



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PART II  OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



The
Company is the defendant or plaintiff in various actions that arose in the normal course of business. In the opinion of management, the ultimate disposition of these matters, including those discussed below, may have a material adverse effect on the
Companys financial condition or results of operations. With the exception of the proceedings described below, none of the pending legal proceedings to which the Company is a party involves claims for damages in excess of 10% of the
Companys current assets for the period covered by this report.



Litigation of United States Patent No. 4,698,672



In April 2004, Forgents wholly-owned subsidiary, Compression Labs, Inc. (CLI), initiated litigation against 31 companies for infringement of United States Patent No. 4,698,672 (the 672 patent) in the
United States District Court for the Eastern District of Texas, Marshall Division, seeking injunctive relief against sales of infringing products and monetary damages, among other relief sought. The defendants are Adobe Systems Incorporated; Agfa
Corporation; Apple Computer, Incorporated; Axis Communications, Incorporated; Cannon USA; Concord Camera Corporation; Creative Labs, Incorporated; Dell Incorporated; Eastman Kodak Company; Fuji Photo Film Co U.S.A.; Fujitsu Computer Products of
America; Gateway, Inc.; Hewlett-Packard Company; International Business Machines Corp.; JASC Software; JVC Americas Corporation; Kyocera Wireless Corporation; Macromedia, Inc.; Matsushita Electric Corporation of America; Oce North America,
Incorporated; Onkyo Corporation; PalmOne, Inc.; Panasonic Communications Corporation of America; Panasonic Mobile Communications Development Corporation of USA; Ricoh Corporation; Riverdeep, Incorporated (d.b.a. Broderbund); Savin Corporation;
Thomson S.A.; Toshiba Corporation; and Xerox Corporation. In August 2004, CLI initiated litigation against another 11 companies for infringement of the 672 patent. The defendants in this case are Acer America Corporation; AudioVox Corporation;
BancTec, Inc.; BenQ America Corporation; Color Dreams, Inc. (d/b/a StarDot Technologies); Google Inc.; ScanSoft, Inc.; Sun Microsystems Inc.; TiVo Inc.; Veo Inc.; and Yahoo! Inc. Forgent has since settled with defendants Adobe Systems, Inc. and
Macromedia, Inc. In November 2004, CLI initiated litigation against Creo, Inc. and Creo Americas, Inc. for infringement of the 672 patent.



In three separate lawsuits filed in July, August and September of 2004, 25 of the defendants in the Texas litigation sued CLI and Forgent in the United
States District Court for Delaware, seeking declaratory relief that the 672 patent is not infringed, is unenforceable, and is invalid, among other claims for relief. Additionally, in July and September 2004, two other defendants in the Texas
litigation filed suit against CLI and Forgent in the San Jose and Oakland Divisions of the United States District Court for Northern California, seeking similar declaratory relief. Forgent and CLI have moved to stay, dismiss or transfer the Delaware
actions, asserting that all such issues should be heard in the U.S. District for the Eastern District, Marshall Division, rather than in Delaware.



On September 27, 2004, two defendants in the Texas litigation filed a motion with the Judicial Panel on Multidistrict Litigation requesting the court to
transfer the three Texas cases described above to either the Delaware or California courts, where the actions filed by the defendants are pending. On October 22, 2004, the Company filed its response opposing transfer of the 672 patent
litigation to Delaware or California, and the remaining defendants in the Texas litigation filed a response joining in the motion to transfer the 672 patent litigation to Delaware or California. On November 30, 2004, the California District
Court stayed all proceedings pending in that court, pending a decision from the Judicial Panel on Multidistrict Litigation.



Although Forgent is currently unaware of any other suits against CLI and itself regarding the 672 patent, it is possible that other defendants,
and/or other accused infringers, could join in the pending Delaware actions or file similar suits for declaratory relief in Delaware or elsewhere.



Federal Trade Commission Inquiry



In December 2003, the Company received notification from the Federal Trade Commission (the FTC) that it is conducting a non-public
investigation to determine whether the Company may have engaged in violation of the Federal Trade Commission Act by reason of the alleged involvement of CLI in the JPEG standard-setting process during the 1980s and very early 1990s and
its subsequent licensing of the 672 patent, which the Company



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believes is infringed by the implementation of that standard. If the FTC proceeds with an investigation and thereafter
determines that the Company acted improperly, further proceedings before the FTC could ensue, which could result in a challenge to the Companys 672 patent licensing program. The Company believes that CLI has not acted improperly and
advised the FTC as such. In April 2004, Forgent received a Subpoena Duces Tecum (Subpoena) and a Civil Investigative Demand (CID) in this FTC proceeding. The Company responded in May 2004 by filing a petition to quash and/or
limit the Subpoena and CID. On November 9, 2004, the FTC issued a ruling denying Forgents Petition to Quash, and established January 10, 2005, as the date for Forgent to comply with the Subpoena, and January 20, 2005, to comply with the CID.
The Company is taking steps to comply with the Subpoena and CID.



Estate of
Gordon Matthews



In February 2003, the Company received a
letter from legal counsel for the independent executrix of the Estate of Gordon Matthews, asserting that the Company was obligated to pay the independent executrix of the Estate of Gordon Matthews for the asserted value of services claimed to have
been rendered by Mr. Matthews in connection with his alleged involvement in the Companys Patent Licensing Program. In February 2003, the Company initiated an action in the 261st District Court in Travis County Texas, styled Forgent Networks,
Inc. v. Monika Matthews, et al., for the purposes of declaring that the Company has no obligation to the defendant. In that action, the defendant has filed a counter claim asserting that the independent executrix of the Estate of Gordon Matthews is
entitled to recover in quantum meruit for the reasonable value of the work and services claimed to have been provided by Gordon Matthews, a former member of the board of directors and consultant to the Company, which the defendant asserts is at
least $5.0 million. The Company does not believe the counter claim has merit and intends to continue to vigorously pursue declaratory relief from the court that no liability is due to the independent executrix of the Estate of Gordon Matthews.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



None



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None



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



None



ITEM 5. OTHER INFORMATION



None



ITEM 6. EXHIBITS



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



|     |  |                                                                                                                       
|---- |  | ----------------------------------------------------------------------------------------------------------------------
|3.1  |  | Restated Certificate of Incorporation                                                                                 
|     | 
|3.2  |  | Restated Bylaws                                                                                                       
|     | 
|31.1 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               
|     | 
|31.2 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|     | 
|32.2 |  | 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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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.



|                  |  |                        |  |                        
|----------------- |  | ---------------------- |  | -----------------------
|                  |  | FORGENT NETWORKS, INC.
|                  |  |                       
|December 15, 2004 |  | By:                    |  | /s/ RICHARD N. SNYDER  
|                  |  |                        |  | Richard N. Snyder      
|                  |  |                        |  | Chief Executive Officer
|                  |  |                       
|December 15, 2004 |  | By:                    |  | /s/ JAY C. PETERSON    
|                  |  |                        |  | Jay C. Peterson        
|                  |  |                        |  | Chief Financial Officer



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INDEX TO EXHIBITS



|              |  |                                                                                                                       
|------------- |  | ----------------------------------------------------------------------------------------------------------------------
|EXHIBITNUMBER |  | DESCRIPTION                                                                                                           
|3.1           |  | Restated Certificate of Incorporation                                                                                 
|              | 
|3.2           |  | Restated Bylaws                                                                                                       
|              | 
|31.1          |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               
|              | 
|31.2          |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               
|              | 
|32.1          |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|              | 
|32.2          |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



25