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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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



For the quarterly period ended March 31, 2005



OR



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



For the transition period from  to



Commission file number: 000-31545



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SYNPLICITY, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|California                                                     |  | 77-0368779                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



600 West California
Avenue, Sunnyvale, CA 94086

(Address of Principal Executive Offices) (Zip Code)



Registrants telephone number, including area code: (408) 215-6000



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



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended).    Yes  x    No ̈



As of April 26, 2005, the registrant had 26,292,668 shares of common stock outstanding.



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##### Table of Contents

SYNPLICITY, INC.

INDEX



|           |  |                                                                                                    |  |         
|---------- |  | -------------------------------------------------------------------------------------------------- |  | --------
|           |  |                                                                                                    |  | PAGE NO.
|PART I.    |  | FINANCIAL INFORMATION                                                                              |  |         
|           |  |                                                                                                   
|Item 1.    |  | Financial Statements                                                                               |  |         
|           |  |                                                                                                   
|           |  | Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004                   |  | 3       
|           |  |                                                                                                   
|           |  | Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004 |  | 4       
|           |  |                                                                                                   
|           |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004 |  | 5       
|           |  |                                                                                                   
|           |  | Notes to Condensed Consolidated Financial Statements                                               |  | 6       
|           |  |                                                                                                   
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations              |  | 13      
|           |  |                                                                                                   
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                         |  | 30      
|           |  |                                                                                                   
|Item 4.    |  | Controls and Procedures                                                                            |  | 31      
|           |  |                                                                                                   
|PART II.   |  | OTHER INFORMATION                                                                                  |  |         
|           |  |                                                                                                   
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                        |  | 31      
|           |  |                                                                                                   
|Item 5.    |  | Other Information                                                                                  |  | 32      
|           |  |                                                                                                   
|Item 6.    |  | Exhibits                                                                                           |  | 32      
|           | 
|SIGNATURES |  | 33                                                                                                



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##### Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS



SYNPLICITY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)



|                                                                                                                                   |  |               |         |   |                      |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | -------------------- | - | ------- | -
|                                                                                                                                   |  | March 31,2005 |         |   | December 31,2004 (1) |  
|                                                                                                                                   |  | (unaudited)   |         |   |                      |  
|Assets:                                                                                                                            |  |               |         |   |                      |   |         |  
|Current assets:                                                                                                                    |  |               |         |   |                      |   |         |  
|Cash and cash equivalents                                                                                                          |  | $             | 6,069   |   |                      | $ | 9,247   |  
|Short-term investments                                                                                                             |  |               | 43,771  |   |                      |   | 39,434  |  
|Accounts receivable, net of allowances of $138 and $113 at March 31, 2005 and December 31, 2004, respectively                      |  |               | 8,963   |   |                      |   | 8,851   |  
|Other current assets                                                                                                               |  |               | 1,913   |   |                      |   | 2,167   |  
|                                                                                                                                   |  |               |         |   |                      |   |         |  
|Total current assets                                                                                                               |  |               | 60,716  |   |                      |   | 59,699  |  
|Property and equipment, net of accumulated depreciation of $9,379 and $8,892 at March 31, 2005 and December 31, 2004,
respectively |  |               | 3,148   |   |                      |   | 2,989   |  
|Goodwill                                                                                                                           |  |               | 1,272   |   |                      |   | 1,272   |  
|Intangible assets, net                                                                                                             |  |               | 2,124   |   |                      |   | 2,347   |  
|Other assets                                                                                                                       |  |               | 770     |   |                      |   | 780     |  
|                                                                                                                                   |  |               |         |   |                      |   |         |  
|Total assets                                                                                                                       |  | $             | 68,030  |   |                      | $ | 67,087  |  
|                                                                                                                                   |  |               |         |   |                      |   |         |  
|Liabilities and Shareholders Equity:                                                                                              |  |               |         |   |                      |   |         |  
|Current liabilities:                                                                                                               |  |               |         |   |                      |   |         |  
|Accounts payable                                                                                                                   |  | $             | 1,005   |   |                      | $ | 1,087   |  
|Accrued liabilities                                                                                                                |  |               | 1,678   |   |                      |   | 1,398   |  
|Accrued compensation                                                                                                               |  |               | 3,259   |   |                      |   | 3,797   |  
|Deferred revenue                                                                                                                   |  |               | 16,936  |   |                      |   | 15,957  |  
|                                                                                                                                   |  |               |         |   |                      |   |         |  
|Total current liabilities                                                                                                          |  |               | 22,878  |   |                      |   | 22,239  |  
|Shareholders equity:                                                                                                              |  |               |         |   |                      |   |         |  
|Preferred stock                                                                                                                    |  |               |        |   |                      |   |        |  
|Common stock                                                                                                                       |  |               | 55,798  |   |                      |   | 56,107  |  
|Additional paid-in capital                                                                                                         |  |               | 3,431   |   |                      |   | 3,452   |  
|Deferred stock-based compensation                                                                                                  |  |               | (58     | ) |                      |   | (88     | )
|Accumulated deficit                                                                                                                |  |               | (13,469 | ) |                      |   | (13,984 | )
|Accumulated other comprehensive loss                                                                                               |  |               | (550    | ) |                      |   | (639    | )
|                                                                                                                                   |  |               |         |   |                      |   |         |  
|Total shareholders equity                                                                                                         |  |               | 45,152  |   |                      |   | 44,848  |  
|                                                                                                                                   |  |               |         |   |                      |   |         |  
|Total liabilities and shareholders equity                                                                                         |  | $             | 68,030  |   |                      | $ | 67,087  |  
|                                                                                                                                   |  |               |         |   |                      |   |         |  

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|(1) | Derived from the audited consolidated balance sheet of Synplicity, Inc. as of December 31, 2004. However, the condensed consolidated balance sheet amounts at December 31, 2004 do
not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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





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SYNPLICITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                    |  |                             |        |      |   |       
|--------------------------------------------------- |  | --------------------------- | ------ | ---- | - | ------
|                                                    |  | Three Months EndedMarch 31,
|                                                    |  | 2005                        |        | 2004
|Revenue:                                            |  |                             |        |      |   |       
|License                                             |  | $                           | 7,976  |      | $ | 7,394 
|Maintenance                                         |  |                             | 6,582  |      |   | 6,104 
|                                                    |  |                             |        |      |   |       
|Total revenue                                       |  |                             | 14,558 |      |   | 13,498
|Cost of revenue:                                    |  |                             |        |      |   |       
|Cost of license                                     |  |                             | 132    |      |   | 203   
|Cost of maintenance                                 |  |                             | 456    |      |   | 590   
|Amortization of intangible assets from acquisitions |  |                             | 223    |      |   | 223   
|                                                    |  |                             |        |      |   |       
|Total cost of revenue                               |  |                             | 811    |      |   | 1,016 
|                                                    |  |                             |        |      |   |       
|Gross profit                                        |  |                             | 13,747 |      |   | 12,482
|Operating expenses:                                 |  |                             |        |      |   |       
|Research and development                            |  |                             | 6,077  |      |   | 5,565 
|Sales and marketing                                 |  |                             | 5,754  |      |   | 5,418 
|General and administrative                          |  |                             | 1,530  |      |   | 1,163 
|Stock-based compensation(1)                         |  |                             | 9      |      |   | 62    
|                                                    |  |                             |        |      |   |       
|Total operating expenses                            |  |                             | 13,370 |      |   | 12,208
|                                                    |  |                             |        |      |   |       
|Income from operations                              |  |                             | 377    |      |   | 274   
|Other income, net                                   |  |                             | 272    |      |   | 123   
|                                                    |  |                             |        |      |   |       
|Income before income taxes                          |  |                             | 649    |      |   | 397   
|Income tax provision                                |  |                             | 134    |      |   | 101   
|                                                    |  |                             |        |      |   |       
|Net income                                          |  | $                           | 515    |      | $ | 296   
|                                                    |  |                             |        |      |   |       
|Net income per share:                               |  |                             |        |      |   |       
|Basic and diluted net income per share              |  | $                           | 0.02   |      | $ | 0.01  
|                                                    |  |                             |        |      |   |       
|Shares used in basic per share calculation          |  |                             | 26,258 |      |   | 25,895
|                                                    |  |                             |        |      |   |       
|Shares used in diluted per share calculation        |  |                             | 27,874 |      |   | 27,875
|                                                    |  |                             |        |      |   |       

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|1) | Amortization of deferred stock-based compensation relates to the following:
|-- | ---------------------------------------------------------------------------



|                           |  |                             |   |      |   |   
|-------------------------- |  | --------------------------- | - | ---- | - | --
|                           |  | Three Months EndedMarch 31,
|                           |  | 2005                        |   | 2004
|Cost of maintenance        |  | $                           |  |      | $ | 1 
|Research and development   |  |                             | 4 |      |   | 20
|Sales and marketing        |  |                             | 4 |      |   | 16
|General and administrative |  |                             | 1 |      |   | 25
|                           |  |                             |   |      |   |   
|Total                      |  | $                           | 9 |      | $ | 62
|                           |  |                             |   |      |   |   



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





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SYNPLICITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                  |  |                             |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                  |  | Three Months EndedMarch 31, |        
|                                                                                  |  | 2005                        |         |   | 2004 |  
|Operating activities                                                              |  |                             |         |   |      |   |         |  
|Net income                                                                        |  | $                           | 515     |   |      | $ | 296     |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |         |   |      |   |         |  
|Depreciation                                                                      |  |                             | 491     |   |      |   | 512     |  
|Amortization of deferred stock-based compensation                                 |  |                             | 9       |   |      |   | 62      |  
|Amortization of intangible assets                                                 |  |                             | 223     |   |      |   | 223     |  
|Changes in operating assets and liabilities:                                      |  |                             |         |   |      |   |         |  
|Accounts receivable                                                               |  |                             | (112    | ) |      |   | (79     | )
|Other current assets                                                              |  |                             | 254     |   |      |   | 75      |  
|Other assets                                                                      |  |                             | 10      |   |      |   | (200    | )
|Accounts payable                                                                  |  |                             | (82     | ) |      |   | (59     | )
|Accrued liabilities                                                               |  |                             | 280     |   |      |   | (74     | )
|Accrued compensation                                                              |  |                             | (538    | ) |      |   | (681    | )
|Deferred revenue                                                                  |  |                             | 979     |   |      |   | 576     |  
|                                                                                  |  |                             |         |   |      |   |         |  
|Net cash provided by operating activities                                         |  |                             | 2,029   |   |      |   | 651     |  
|                                                                                  |  |                             |         |   |      |   |         |  
|Investing activities                                                              |  |                             |         |   |      |   |         |  
|Purchases of property and equipment                                               |  |                             | (650    | ) |      |   | (455    | )
|Purchases of short-term investments                                               |  |                             | (19,834 | ) |      |   | (12,508 | )
|Proceeds from maturities of short-term investments                                |  |                             | 15,500  |   |      |   | 15,530  |  
|                                                                                  |  |                             |         |   |      |   |         |  
|Net cash provided by (used in) investing activities                               |  |                             | (4,984  | ) |      |   | 2,567   |  
|                                                                                  |  |                             |         |   |      |   |         |  
|Financing activities                                                              |  |                             |         |   |      |   |         |  
|Proceeds from sale of common stock                                                |  |                             | 1,223   |   |      |   | 148     |  
|Repurchases of common stock                                                       |  |                             | (1,532  | ) |      |   |        |  
|                                                                                  |  |                             |         |   |      |   |         |  
|Net cash provided by (used in) financing activities                               |  |                             | (309    | ) |      |   | 148     |  
|Effect of exchange rate changes on cash                                           |  |                             | 86      |   |      |   | (2      | )
|                                                                                  |  |                             |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                              |  |                             | (3,178  | ) |      |   | 3,364   |  
|Cash and cash equivalents at beginning of period                                  |  |                             | 9,247   |   |      |   | 4,329   |  
|                                                                                  |  |                             |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                        |  | $                           | 6,069   |   |      | $ | 7,693   |  
|                                                                                  |  |                             |         |   |      |   |         |  
|Supplemental disclosure of cash flow information                                  |  |                             |         |   |      |   |         |  
|Cash paid for taxes                                                               |  | $                           | 51      |   |      | $ | 95      |  
|                                                                                  |  |                             |         |   |      |   |         |  
|Supplemental schedule of noncash investing and financing activities               |  |                             |         |   |      |   |         |  
|Reversal of deferred compensation related to canceled stock options               |  | $                           | (21     | ) |      | $ | (1      | )
|                                                                                  |  |                             |         |   |      |   |         |  



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



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SYNPLICITY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



Note 1. Significant Accounting Policies



Basis of Presentation



The accompanying
unaudited condensed consolidated financial statements include the accounts of Synplicity, Inc. and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The balance sheet at March 31, 2005 and
the statements of operations for the three months ended March 31, 2005 and 2004 and the statements of cash flows for the three months ended March 31, 2005 and 2004 are unaudited. In the opinion of management, these condensed consolidated financial
statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the results for and as of the periods shown. The accompanying condensed consolidated financial statements have been
prepared in conformity with accounting principles generally accepted in the United States. However, certain information or footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for such periods are not necessarily indicative of the results expected for 2005 or for any future
period. The condensed consolidated balance sheet information as of December 31, 2004 is derived from audited financial statements as of that date, but does not include all of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. These financial statements should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December
31, 2004, as amended, filed with the Securities and Exchange Commission.



Reclassifications



Certain amounts reported in
the condensed consolidated financial statements as of March 31, 2004 have been reclassified to conform with the presentation adopted to report March 31, 2005 results.



Foreign Currency Translation



The functional currency of our foreign subsidiaries is the U.S. dollar, with the exception of our Japanese subsidiary for which the yen is its functional
currency. For our foreign subsidiaries for which the U.S. dollar is the functional currency, assets and liabilities denominated in foreign currencies are translated at the month-end exchange rate, except for non-monetary assets and liabilities such
as property and equipment, which are translated at historical rates. Revenue and expenses are translated at the average exchange rate for the period, except for expenses related to those balance sheet items that are translated using historical
rates. Adjustments resulting from these translations are included in our results of operations. For our Japanese subsidiary, assets and liabilities are denominated in yen and translated at the month-end exchange rate, and equity balances are
translated at historical rates. Revenue and expenses are translated at the average exchange rate for the period. Adjustments resulting from these translations are included in shareholders equity.



Revenue Recognition



For each sale of a perpetual license, the first year of maintenance is generally sold with the license. We defer the
recognition of license and maintenance revenue until:



| |  |  | a purchase order is received from the customer,
| | - |  | -----------------------------------------------



| |  |  | delivery of the product and perpetual license key has occurred,
| | - |  | ---------------------------------------------------------------



| |  |  | the fee is fixed or determinable,
| | - |  | ---------------------------------



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| |  |  | collection of the fee is probable and
| | - |  | -------------------------------------



| |  |  | we have no remaining obligations other than maintenance.
| | - |  | --------------------------------------------------------



Once all of the above conditions have been met, license revenue is recognized based upon the residual method after all elements other than maintenance
have been delivered in accordance with AICPA Statement of Position 98-9, Modification of SOP No. 97-2 with Respect to Certain Transactions. Maintenance revenue is recognized on a straight-line basis over the maintenance period since customers
under maintenance agreements receive unspecified product updates, electronic, internet-based technical support and telephone support throughout their maintenance period, which is typically one year. The majority of our customers also purchase
maintenance renewals annually on a stand alone basis at either 15% or 20% of the perpetual license list price, depending on the product, which establishes vendor specific objective evidence (VSOE) of the fair value of maintenance.



We also offer two-year and three-year term licenses for
certain products under which the customer purchases the first year of maintenance with the license and can renew maintenance in each of the following one or two years. Revenue from term licenses is recognized in the same manner as revenue from
perpetual licenses as VSOE of the fair value of maintenance is established by the maintenance renewal pricing at either 15% or 20% of the perpetual license list price, depending on the product.



We assess whether the fee is fixed or determinable for sales with
non-standard payment terms by evaluating our history of collections from these customers and/or their current financial standing. In no case will we deem a fee to be fixed or determinable where the fee is due after the expiration of the license or
more than 12 months after delivery. We make judgments as to whether collection of the fee is probable based on the analysis provided by our credit review procedures. Revenue on arrangements to end-user customers that have met all of the revenue
recognition criteria except probability of collection is recognized as collection becomes reasonably assured, which is generally as payments are received.



Revenue on sales to distributors is considered to have met the probability of collection criterion when the distributor has resold the product to an end
user and either we have received payment for the product or we assess that we have a substantial and sustained history of collections from the distributor.



We also sell time-based licenses to use our software products for specified periods of time. Time-based licenses include maintenance services for the
duration of their respective terms. Revenue from time-based licenses is allocated between license and maintenance revenue in similar proportion to perpetual license transactions, and recognized on a straight-line basis over the period of the license
as we do not have VSOE of the fair value of maintenance for time-based licenses since it is not priced or offered separately. In addition, we have provided a version of one of our products to certain field programmable gate array (FPGA)
manufacturers for distribution to their customers. As part of this arrangement we have certain maintenance and support obligations to the FPGA manufacturers. Revenue on this arrangement is also allocated to license and maintenance revenue and
recognized on a straight-line basis over the period of each arrangement, as we do not have VSOE of fair value of maintenance for these arrangements since it is not priced or offered separately.



Furthermore, we may sell time-based licenses combined in an order with
perpetual or term licenses. For these transactions, we recognize revenue from the entire transaction straight-line over the term of the longest time-based license in the transaction, as generally we do not have VSOE of fair value on time-based
licenses.



We have entered into agreements with semiconductor
manufacturers Fujitsu Microelectronics Incorporated, LSI Logic Corporation and NEC Electronics Corporation to customize our ASIC physical synthesis tools for certain of their respective products. When time-based licenses are being purchased as part
of the agreement, once the contract has been signed, delivery of the customized product has occurred, collection of the fee is probable and we have no remaining obligations other than maintenance, we recognize revenue from both the development and
license fees on a straight-line basis over the period of the licenses since we do not have VSOE of fair value of the time-based licenses. When licenses are not being purchased as part of the



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agreement, once the contract has been signed, we recognize revenue from the development fees on a percentage of completion basis. Revenue recognized from
these arrangements represents less than 10% of total revenue and is recorded in license revenue.



Goodwill and Intangible Assets



In accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142), goodwill is not amortized but is tested for impairment using a fair value approach. Goodwill is
tested for impairment annually during the fourth quarter as well as whenever indicators of impairment exist. In accordance with the provisions of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets (SFAS 144), long-lived assets, including intangible assets and property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be
recoverable. Recoverability of a long lived asset other than goodwill is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. An impairment charge is recorded if the
carrying amount of the asset exceeds the sum of the expected undiscounted cash flows. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Fair value is determined based on
discounted cash flows or appraised values, depending upon the nature of the assets. Significant management judgment is required in forecasting future operating results and cash flows and, should different conditions prevail or judgments be made,
material write-downs of net intangible assets and/or goodwill could occur; however, no impairment to date has been recorded. Our intangible assets are being amortized using the straight-line method over the estimated useful life of five years.



Allowance for Doubtful Accounts



We maintain and update quarterly an allowance for doubtful accounts for
estimated losses resulting from the failure of our customers to make required payments. The balance in the allowance account is comprised of a specific reserve for any particular receivable when collectibility is not probable and a provision for
non-specific accounts based on a specified range of percentages derived from historical experience applied to the outstanding balance in each aged group. If after pursuing collection efforts on a specifically reserved receivable and payment is not
expected, the receivable is deemed uncollectible and is written off. Such losses have not been material in any year.



Net Income per Share



Basic net income per share has been computed using the weighted-average number of shares of common stock outstanding during the period, less the
weighted-average number of shares of common stock that are subject to repurchase. Diluted net income per share includes the impact of shares of common stock subject to repurchase and options to purchase common stock, if dilutive (using the treasury
stock method).



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The following table presents the calculation of basic and diluted net income per share (in thousands,
except per share data):



|                                                                       |  |                              |        |      |   |       
|---------------------------------------------------------------------- |  | ---------------------------- | ------ | ---- | - | ------
|                                                                       |  | Three Months Ended March 31,
|                                                                       |  | 2005                         |        | 2004
|Net income                                                             |  | $                            | 515    |      | $ | 296   
|                                                                       |  |                              |        |      |   |       
|Basic weighted-average shares:                                         |  |                              |        |      |   |       
|Weighted-average shares used in computing basic net income per share   |  |                              | 26,258 |      |   | 25,895
|                                                                       |  |                              |        |      |   |       
|Basic net income per common share                                      |  | $                            | 0.02   |      | $ | 0.01  
|                                                                       |  |                              |        |      |   |       
|Diluted weighted-average shares:                                       |  |                              |        |      |   |       
|Basic shares (per above)                                               |  |                              | 26,258 |      |   | 25,895
|Effect of dilutive securities:                                         |  |                              |        |      |   |       
|Stock options                                                          |  |                              | 1,616  |      |   | 1,980 
|                                                                       |  |                              |        |      |   |       
|Weighted-average shares used in computing diluted net income per share |  |                              | 27,874 |      |   | 27,875
|                                                                       |  |                              |        |      |   |       
|Diluted net income per common share                                    |  | $                            | 0.02   |      | $ | 0.01  
|                                                                       |  |                              |        |      |   |       



Weighted average
options outstanding to purchase 2,529,286 and 2,010,112 shares of common stock for the three months ended March 31, 2005 and 2004, respectively, were excluded from the calculation of diluted net income per share because they were antidilutive. The
above securities, had they been dilutive, would have been included in the computation of diluted net income per share using the treasury stock method.



Stock-Based Compensation



As permitted by Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123), as amended by
Statement of Financial Accounting Standards No. 148, Accounting for Stock Based Compensation-Transition and Disclosure, we have elected the disclosure-only alternative under SFAS 123 and have elected to account for employee stock based
compensation in accordance with the intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), as amended. Under APB 25, when the exercise price of our employee
stock options equals or exceeds the market price of the underlying stock on the date of grant, no compensation expense is recognized.



Any deferred stock compensation calculated according to APB 25 is amortized over the vesting period of the individual option, generally four years, using
the graded vesting method. The graded vesting method provides for vesting of portions for the overall awards at interim dates and results in greater stock-based compensation expense in earlier years than the straight-line vesting method.



9



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Pro forma information regarding net loss has been determined as if we had accounted for our employee
stock options under the fair value method prescribed by SFAS 123 (in thousands, except per share data):



|                                                                                                                |  |                              |        |   |      |   |        |  
|--------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                |  | Three Months Ended March 31, |       
|                                                                                                                |  | 2005                         |        |   | 2004 |  
|Net income, as reported                                                                                         |  | $                            | 515    |   |      | $ | 296    |  
|Add: Stock-based employee compensation expense included in reported net income                                  |  |                              | 9      |   |      |   | 62     |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards |  |                              | (1,180 | ) |      |   | (1,704 | )
|                                                                                                                |  |                              |        |   |      |   |        |  
|Pro forma net loss                                                                                              |  | $                            | (656   | ) |      | $ | (1,346 | )
|                                                                                                                |  |                              |        |   |      |   |        |  
|Basic and diluted net income per share:                                                                         |  |                              |        |   |      |   |        |  
|As reported                                                                                                     |  | $                            | 0.02   |   |      | $ | 0.01   |  
|                                                                                                                |  |                              |        |   |      |   |        |  
|Basic and diluted net loss per share:                                                                           |  |                              |        |   |      |   |        |  
|Pro forma                                                                                                       |  | $                            | (0.02  | ) |      | $ | (0.05  | )
|                                                                                                                |  |                              |        |   |      |   |        |  



Guarantees



We generally warrant that the program portion of our software will perform
substantially in accordance with certain specifications for a period of 90 days. Our liability for a breach of this warranty is either a return of the license and maintenance fees or providing a fix, patch, work-around or replacement of the
software.



We provide standard warranties against and
indemnification for the potential infringement of third party intellectual property rights to our customers relating to the use of our products. We also have indemnification agreements with members of our board of directors and certain officers and
employees under which we may be required to indemnify such persons for liabilities arising out of their duties to us. Our bylaws also provide for indemnification to directors, officers and employees. The terms of such obligations vary. Generally,
the maximum obligation is the amount permitted by law.



Historically, costs related to these guarantees have not been significant and we are unable to estimate the potential impact of these guarantees on our future results of operations. No liabilities were recorded for these guarantees on our
balance sheet as of March 31, 2005.



Segment Information



We follow Statement of Financial Accounting Standards No. 131,
Disclosures About Segments of an Enterprise and Related Information (SFAS 131). SFAS 131 establishes standards for the way that public business enterprises report information about operating segments in interim financial reports.
SFAS 131 also establishes standards for related disclosures about products and services, geographic areas and major customers. We operate in only one industry segment, the development and licensing of software products that are used in the design
and verification of semiconductors. We market and sell our products throughout North America, principally the United States, as well as in Europe, Japan and the rest of Asia.



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Note 2. Financial Instruments



Available-for-sale securities consisted of the following at March 31, 2005 (in thousands):



|                                    |  |   |       
|----------------------------------- |  | - | ------
|Cash equivalents:                   |  |   |       
|Commercial paper                    |  | $ | 1,842 
|Money market funds                  |  |   | 1,639 
|Certificate of deposit              |  |   | 999   
|                                    |  |   |       
|Total cash equivalents              |  |   | 4,480 
|                                    |  |   |       
|Short-term investments:             |  |   |       
|U.S. government agency notes        |  |   | 36,182
|Corporate notes                     |  |   | 4,608 
|Certificate of deposit              |  |   | 1,999 
|Commercial paper                    |  |   | 982   
|                                    |  |   |       
|Total short-term investments        |  |   | 43,771
|                                    |  |   |       
|Total available-for-sale securities |  | $ | 48,251
|                                    |  |   |       



Note 3. Comprehensive Income



Comprehensive income includes unrealized gains and losses
on available-for-sale securities and foreign currency translation adjustments. The components of comprehensive income are as follows (in thousands):



|                                                              |  |                              |     |      |   |     |  
|------------------------------------------------------------- |  | ---------------------------- | --- | ---- | - | --- | -
|                                                              |  | Three Months Ended March 31, |    
|                                                              |  | 2005                         |     | 2004 |  
|Net income                                                    |  | $                            | 515 |      | $ | 296 |  
|Foreign currency translation adjustments                      |  |                              | 86  |      |   | (2  | )
|Unrealized gain on available for sale investments, net of tax |  |                              | 3   |      |   | 23  |  
|                                                              |  |                              |     |      |   |     |  
|Comprehensive income                                          |  | $                            | 604 |      | $ | 317 |  
|                                                              |  |                              |     |      |   |     |  



Note 4. Stock Repurchase Program



In May 2004, our Board of Directors authorized a stock
repurchase program of up to one million shares of our common stock over a 12-month period. Shares are repurchased in the open market at times and prices we consider appropriate. The timing of purchases and the number of shares to be purchased depend
on market conditions. In accordance with our insider trading policy, we are restricted from repurchasing shares when we are in possession of material inside information and when our trading window closes. From inception of the program to March 31,
2005, we repurchased a total of 515,929 shares at an average price of $5.58, including 241,419 shares at an average price of $6.34 per share for the three months ended March 31, 2005.Repurchased shares of our common stock are no longer
deemed outstanding.



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Note 5. Intangible Assets and Goodwill



The following summarizes our intangible assets as of March 31, 2005 (in thousands):



|                                                                    |  |                      |       |                         |   |        |               |  |   |      
|------------------------------------------------------------------- |  | -------------------- | ----- | ----------------------- | - | ------ | ------------- |  | - | -----
|                                                                    |  | Gross CarryingAmount |       | AccumulatedAmortization |   |        | NetBook Value
|Intangible assets subject to amortization (five year useful lives): |  |                      |       |                         |   |        |               |  |   |      
|Existing technology                                                 |  | $                    | 3,500 |                         | $ | (1,818 | )             |  | $ | 1,682
|Core technology                                                     |  |                      | 750   |                         |   | (398   | )             |  |   | 352  
|Maintenance agreements and related relationships                    |  |                      | 200   |                         |   | (110   | )             |  |   | 90   
|                                                                    |  |                      |       |                         |   |        |               |  |   |      
|                                                                    |  | $                    | 4,450 |                         | $ | (2,326 | )             |  | $ | 2,124
|                                                                    |  |                      |       |                         |   |        |               |  |   |      



The following
summarizes our actual and estimated amortization expense related to the above intangible assets (in thousands):



|                     |  |                                  |  |                  |  |      |  |     
|-------------------- |  | -------------------------------- |  | ---------------- |  | ---- |  | ----
|                     |  | Actual                           |  | Estimated       
|                     |  | Three months endedMarch 31, 2005 |  | Remainder of2005 |  | 2006 |  | 2007
|Amortization expense |  | $223                             |  | $667             |  | $890 |  | $567



To date, we have not
recognized any impairment losses on goodwill.



Note 6. Recently Issued
Accounting Standard



In December 2004, the
Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payments (SFAS 123(R)). SFAS 123(R) will result in our recognition of substantial compensation expense relating
to our employee stock options and employee stock purchase plan. We currently use the intrinsic value method to measure compensation expense for stock-based awards to our employees. Under this standard, we generally do not recognize any compensation
related to stock option grants we issue under our stock option plans or related to the discounts we provide under our employee stock purchase plan. Under the new standard, we are required to adopt a fair-value-based method for measuring the
compensation expense related to employee stock awards effective January 1, 2006.



Statement 123(R) allows public companies to adopt its requirements using one of two approaches:



- A modified retrospective approach under which financial statements for prior periods are adjusted on a similar basis as the pro forma
disclosures required for those periods by Statement 123.



- A
modified prospective approach, which would result in compensation cost for new or modified awards including cancellations or repurchases issued after the effective date. Additionally, compensation cost for unvested awards that exist as
of the effective date will be recognized as options vest.



We
expect to adopt the modified prospective approach, which will lead to substantial additional compensation expense and therefore will have a material adverse effect on our reported results of operations. The Stock-Based Compensation
section shown in Note 1 provides our approximate pro forma net loss and earnings per share as if we had used a fair-value-based method similar to the methods required under SFAS 123(R), although calculated without all requirements of FAS 123(R)
considered, to measure the compensation expense for employee stock awards during the three months ended March 31, 2005 and 2004, respectively.



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



Certain statements in this Managements Discussion and Analysis of Financial Condition and Results of Operations are forward-looking
statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industrys actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. These risks and other factors include those listed under Factors
Affecting Future Operating Results and elsewhere in this Quarterly Report on Form 10-Q. In some cases, you can identify forward-looking statements by terminology such as may, will, should,
expects, plans, anticipates, believes, estimates, predicts, potential, continue or the negative of these terms or other comparable terminology.
Forward-looking statements include, but are not limited to: the statements under Critical Accounting Policies and Estimates regarding the condensed consolidated financial statements included in this Quarterly Report, the recognition of
future revenue from the sale of licenses, the sale of time based licenses and additional allowances for doubtful accounts; the statements under Three Months Ended March 31, 2005 and 2004Operating expenses regarding future operating
expenses; the statements under Liquidity and Capital Resources concerning the sufficiency of our available resources to meet cash requirements and the factors which will determine our future cash requirements; and the statements in
Factors Affecting Future Operating Results. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks
outlined under Factors Affecting Future Operating Results. These factors may cause our actual results to differ materially from any forward-looking statement.



Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. We are under no duty to update any of the
forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform our prior statements to actual results.



You should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and the related notes thereto
included in this Quarterly Report on Form 10-Q.



Synplicity, Synplify, Synplify Pro, HDL Analyst, Certify, Amplify, Synplify ASIC, Fortify, Amplify FPGA, and Identify are our registered trademarks. Physical Optimizer is our trademark. All other names mentioned herein are trademarks or
registered trademarks of their respective companies.



Overview



We operate in one segment, the development and licensing
of software products that are used in the design and verification of semiconductors. We market and sell our products throughout North America, principally the United States, as well as in Europe, Japan and other parts of Asia. Our revenue from sales
outside of North America represented approximately 40% and 43% of our total revenue for the three months ended March 31, 2005 and 2004, respectively, and 42% and 41% of our total revenue in 2004 and 2003, respectively.



Our products include:



| |  |  | our Synplify product, an FPGA logic synthesis product;
| | - |  | ------------------------------------------------------



| |  |  | our Synplify Pro product, an advanced FPGA logic synthesis product;
| | - |  | -------------------------------------------------------------------



| |  |  | our HDL Analyst product, a complementary product to Synplify which provides graphical representation and design analysis;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | our Certify product, a product for verification of ASICs by synthesizing multi-FPGA prototypes;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | our Amplify Physical Optimizer product, a physical synthesis product for FPGAs;
| | - |  | -------------------------------------------------------------------------------



| |  |  | our Synplify ASIC product, a timing-driven ASIC synthesis product optimized to improve productivity;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | our Fortify family of power grid design solutions;
| | - |  | --------------------------------------------------



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| |  |  | our Identify product, a product that assists in debugging hardware directly in the RTL source code;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | our Amplify RapidChip Physical Optimizer product, a customized physical synthesis product for LSI Logics platform ASIC;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | our Amplify ISSP Physical Optimizer product, a customized physical synthesis product for NEC Electronics structured ASIC; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | our Synplify DSP product, a solution for implementing DSP designs in FPGAs;
| | - |  | ---------------------------------------------------------------------------



| |  |  | our Synplify Proto product, a solution to address the need for single FPGA prototyping by integrating logic synthesis with debugging capabilities.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



The majority of our sales are perpetual licenses to use our software products
and related maintenance services, and therefore our revenue consists of license and maintenance revenue. Maintenance services include unspecified product updates when and if available, electronic, internet-based technical support and telephone
support. Historically, we have generated the majority of our total revenue from licenses. However, as a result of our growing installed customer base, maintenance revenue has increased as a percent of total revenue. We also sell time-based licenses
to use our software products, which have represented a growing proportion of total revenue. Time-based licenses include maintenance services for the duration of their respective terms. Additionally, from time to time we provide custom software
development services to our customers, revenue from which is recorded in license revenue.



First Quarter 2005 Financial Highlights



In the first quarter of 2005, we experienced an increase in customer activity compared to the same quarter of the prior year, which led to revenue and bookings growth of both our FPGA and ASIC product lines year over
year, particularly in North America. Maintenance revenue increased over the same quarter last year as several customers returned to active maintenance and overall maintenance renewal rates have remained strong. Operating expenses increased from the
first quarter of 2004 as we hired new employees and increased our marketing efforts. Financial highlights for the quarter are as follows:



| |  |  | Total revenue for the first quarter of 2005 was $14.6 million, an 8% increase from $13.5 million for the same period in 2004
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | License revenue for the first quarter of 2005 was $8.0 million, an 8% increase from $7.4 million for the same period in 2004
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | Maintenance revenue for the first quarter of 2005 was $6.6 million, an 8% increase from $6.1 million for the same period in 2004
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | As a percentage of our license revenue for the first quarter of 2005, revenue from sales of time-based licenses was 28%, a slight increase from 27% for the same period in 2004
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Net income for the first quarter of 2005 was $515,000 compared to net income of $296,000 for the same period in 2004
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | Net income per share for the first quarter of 2005 was $0.02 compared to a $0.01 for the same period in 2004
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | Net cash provided by operations for the first quarter of 2005 was $2.0 million, compared to $651,000 for the same period in 2004
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



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Critical Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed
consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the
circumstances, and we evaluate these estimates on an on-going basis. Actual results may differ from these estimates under different assumptions or conditions.



Revenue Recognition



For each sale of a perpetual license, the first year of maintenance is generally sold with the license. We defer the recognition of license and
maintenance revenue until:



| |  |  | a purchase order is received from the customer,
| | - |  | -----------------------------------------------



| |  |  | delivery of the product and perpetual license key has occurred,
| | - |  | ---------------------------------------------------------------



| |  |  | the fee is fixed or determinable,
| | - |  | ---------------------------------



| |  |  | collection of the fee is probable, and
| | - |  | --------------------------------------



| |  |  | we have no remaining obligations other than maintenance.
| | - |  | --------------------------------------------------------



Once all of the above conditions have been met, license revenue is recognized based upon the residual method after all elements other than maintenance
have been delivered in accordance with AICPA Statement of Position 98-9, Modification of SOP No. 97-2 with Respect to Certain Transactions. Maintenance revenue is recognized on a straight-line basis over the maintenance period since customers
under maintenance agreements receive unspecified product updates and electronic, internet-based technical support and telephone support throughout their maintenance period, which is typically one year. The majority of our customers also purchase
maintenance renewals annually on a stand alone basis at either 15% or 20% of the perpetual license list price, depending on the product, which establishes vendor specific objective evidence (VSOE) of the fair value of maintenance.



We also offer two-year and three-year term licenses for
certain products under which the customer purchases the first year of maintenance with the license and can renew maintenance in each of the following one or two years. Revenue from term licenses is recognized in the same manner as revenue from
perpetual licenses as the VSOE of fair value of maintenance is established by the maintenance renewal pricing at either 15% or 20% of the perpetual license list price, depending on the product.



We assess whether the fee is fixed or determinable for sales with
non-standard payment terms by evaluating our history of collections from these customers and/or their current financial standing. In no case will we deem a fee to be fixed or determinable where the fee is due after the expiration of the license or
more than 12 months after delivery. We make judgments as to whether collection of the fee is probable based on the analysis provided by our credit review procedures. Revenue on arrangements to end-user customers that have met all of the revenue
recognition criteria except probability of collection is recognized as collection becomes reasonably assured, which is generally as payments are received.



Revenue on sales to distributors is considered to have met the probability of collection criterion when the distributor has resold the product to an end
user and either we have received payment for the product or we assess that we have a substantial and sustained history of collections from the distributor.



We also sell time-based licenses to use our software products for specified periods of time. Time-based licenses include maintenance services for the
duration of their respective terms. Revenue from time-based licenses is allocated between license and maintenance revenue in similar proportion to perpetual license transactions, and recognized on a straight-line basis over the period of the license
as we do not have VSOE of



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the fair value of maintenance since it is not priced or offered separately. In addition, we have provided a version of one of our products to certain FPGA
manufacturers for distribution to their customers. As part of this arrangement we have certain maintenance and support obligations to the FPGA manufacturers. Revenue on this arrangement is also allocated to license and maintenance revenue and
recognized on a straight-line basis over the period of each arrangement, as we do not have VSOE of the fair value of these arrangements since it is not priced or offered separately.



Furthermore, we may sell time-based licenses combined in an order with perpetual or term licenses. For these transactions,
we recognize revenue from the entire transaction straight-line over the term of the longest time-based license in the transaction, as generally we do not have VSOE of fair value on time-based licenses.



We have entered into agreements with semiconductor manufacturers Fujitsu
Microelectronics Incorporated, LSI Logic Corporation and NEC Electronics, to customize our ASIC physical synthesis tools for certain of their respective products. When time-based licenses are being purchased as part of the agreement, once the
contract has been signed, delivery of the customized product has occurred, collection of the fee is probable and we have no remaining obligations other than maintenance, we recognize revenue from both the development and license fees on a
straight-line basis over the period of the licenses since we do not have VSOE of fair value of the time-based licenses. When licenses are not being purchased as part of the agreement, once the contract has been signed, we recognize revenue from the
development fees on a percentage of completion basis. Revenue recognized from these arrangements represents less than 10% of total revenue and is recorded in license revenue.



Goodwill and Intangible Assets



Goodwill is not amortized but is tested for impairment using a fair value approach. Goodwill is tested for impairment annually during the fourth quarter
as well as whenever indicators of impairment exist. Long-lived assets, including intangible assets, are reviewed whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of a long lived
asset other than goodwill is measured by comparison of its carrying amount to the expected future undiscounted cash flows (without interest charges) that the asset is expected to generate. An impairment charge is recorded if the carrying amount of
the asset exceeds the sum of the expected undiscounted cash flows. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Fair value is determined based on discounted cash flows or
appraised values, depending upon the nature of the assets. Significant management judgment is required in forecasting future operating results and cash flows and, should different conditions prevail or judgments are made, material write-downs of net
intangible assets and/or goodwill could occur; however, no impairment to date has been recorded. In addition, determining the useful life for an intangible asset is a matter of judgment and has an impact on the amount of amortization expense
recorded in any given period. Different assumptions about the useful life of an intangible asset would result in more or less amortization expense being recorded in a given period. Our intangible assets are being amortized using the straight-line
method over the estimated useful life of five years.



Allowance for Doubtful
Accounts



We maintain and update quarterly an allowance
for doubtful accounts for estimated losses resulting from the failure of our customers to make required payments. The balance in the allowance account is comprised of a specific reserve for any particular receivable when collectibility is not
probable and a provision for non-specific accounts based on a specified range of percentages derived from historical experience applied to the outstanding balance in each aged group. If after pursuing collection efforts on a specifically reserved
receivable and payment is not expected, the receivable is deemed uncollectible and is written off. Such losses have not been material in any year; however, if the financial condition of our customers deteriorates, resulting in an impairment of their
ability to make payments, additional allowances may be required.



Valuation
Allowance for Deferred Tax Assets



We evaluate the need
for a valuation allowance for deferred tax assets in accordance with the requirements of Statement of Financial Accounting Standards No. 109 (SFAS 109) and such evaluations



16



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require judgment. Our last evaluation was for the year ending December 31, 2004 based on the cumulative pre-tax losses we had sustained in the three years
ended December 31, 2004. Based on that evaluation, a valuation allowance in the amount equal to our net deferred tax assets was recorded.



Results of Operations



The following table sets forth the results of our operations expressed as a percent of total revenue. Our historical operating results are not necessarily
indicative of the results for any future period.



|                                  |  |                             |   |  |      |  
|--------------------------------- |  | --------------------------- | - |  | ---- | -
|                                  |  | Three Months EndedMarch 31, |  
|                                  |  | 2005                        |   |  | 2004 |  
|Revenue:                          |  |                             |   |  |      |  
|License                           |  | 55                          | % |  | 55   | %
|Maintenance                       |  | 45                          |   |  | 45   |  
|                                  |  |                             |   |  |      |  
|Total revenue                     |  | 100                         |   |  | 100  |  
|Cost of revenue:                  |  |                             |   |  |      |  
|Cost of license                   |  | 1                           |   |  | 2    |  
|Cost of maintenance               |  | 3                           |   |  | 4    |  
|Amortization of intangible assets |  | 1                           |   |  | 2    |  
|                                  |  |                             |   |  |      |  
|Total cost of revenue             |  | 5                           |   |  | 8    |  
|                                  |  |                             |   |  |      |  
|Gross margin                      |  | 95                          |   |  | 92   |  
|Operating expenses:               |  |                             |   |  |      |  
|Research and development          |  | 42                          |   |  | 41   |  
|Sales and marketing               |  | 40                          |   |  | 40   |  
|General and administrative        |  | 11                          |   |  | 9    |  
|Stock-based compensation          |  |                            |   |  |     |  
|                                  |  |                             |   |  |      |  
|Total operating expenses          |  | 93                          |   |  | 90   |  
|                                  |  |                             |   |  |      |  
|Income from operations            |  | 2                           |   |  | 2    |  
|Other income, net                 |  | 2                           |   |  | 1    |  
|                                  |  |                             |   |  |      |  
|Income before income taxes        |  | 4                           |   |  | 3    |  
|Income tax provision (benefit)    |  |                            |   |  | 1    |  
|                                  |  |                             |   |  |      |  
|Net income                        |  | 4                           | % |  | 2    | %
|                                  |  |                             |   |  |      |  



Three Months Ended March 31, 2005
and 2004



Total revenue



Total revenue increased 8% to $14.6 million for the three months ended March
31, 2005 from $13.5 million for the three months ended March 31, 2004.



License revenue. License revenue increased 8% to $8.0 million for the three months ended March 31, 2005 from $7.4 million for the three months ended March 31, 2004. This increase was primarily due to higher FPGA and ASIC revenue
mainly in North America and the impact from the growth of time-based revenue.



Maintenance revenue. Maintenance revenue increased 8% to $6.6 million for the three months ended March 31, 2005 from $6.1 million for the three months ended March 31, 2004. This increase was attributable to
continued strong maintenance renewal rates, higher overall maintenance renewal prices, higher product bookings, as well as customers continuing to return to active maintenance and paying back-maintenance charges, which are recognized when the
maintenance is renewed.



17



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Cost of revenue



Cost of license revenue. Cost of license revenue includes product packaging, software documentation and other costs
associated with shipping, royalties due from us to third parties and engineering costs directly associated with our development agreements with NEC Electronics and Fujitsu Microelectronics. Cost of license revenue decreased to $132,000 for the three
months ended March 31, 2005 from $203,000 for the three months ended March 31, 2004 as a result of lower costs incurred in connection with development agreements. As a percent of license revenue, cost of license revenue decreased to 2% for the three
months ended March 31, 2005 from 3% for the three months ended March 31, 2004.



Cost of maintenance revenue. Cost of maintenance revenue consists primarily of personnel and other expenses related to providing maintenance support to our customers. Cost of maintenance revenue decreased 23%
to $456,000 for the three months ended March 31, 2005 from $590,000 for the three months ended March 31, 2004. This decrease was primarily due to a lower allocation of expenses from research and development expenses to cost of maintenance,
reflecting a lower percentage of engineering effort needed for post-sales support. As a percent of maintenance revenue, cost of maintenance revenue decreased to 7% for the three months ended March 31, 2005 from 10% for the three months ended March
31, 2004.



Amortization of intangible assets.
Amortization of intangible assets of $223,000 in the three months ended March 31, 2005 and 2004, respectively, reflects the amortization of acquired intangible assets over a five-year useful life.



Operating expenses



Research and development. Research and development expenses increased
9% to $6.1 million for the three months ended March 31, 2005 from $5.6 million for the three months ended March 31, 2004. This increase was primarily due to the hiring of new employees as well as the lower allocation of expenses from research and
development expenses to cost of maintenance. As a percent of total revenue, research and development expenses increased to 42% for the three months ended March 31, 2005 from 41% for the three months ended March 31, 2004. We expect research and
development expenses to increase in the second quarter of 2005 from the first quarter due to the worldwide salary increases which will become effective in the second quarter and continued hiring of employees.



Sales and marketing. Sales and marketing expenses increased 6% to $5.8
million for the three months ended March 31, 2005 from $5.4 million for the three months ended March 31, 2004 due to hiring additional sales and marketing personnel, as well as additional marketing activity and higher commission expense from higher
bookings. As a percent of total revenue, sales and marketing remained constant at 40% for the three months ended March 31, 2005 and 2004. We expect that sales and marketing expenses will increase in the second quarter of 2005 from the first quarter
due in part to the Design Automation Conference in the second quarter and worldwide salary increases.



General and administrative. General and administrative expenses increased 32% to $1.5 million for the three months ended March 31, 2005 from $1.2
million for the three months ended March 31, 2004. This increase was mainly due to an increase in accounting fees, reclassification of patent legal expenses from research and development to general and administrative and an increase in bad debt
expense in 2005. As a percent of total revenue, general and administrative expenses increased to 11% for the three months ended March 31, 2005 from 9% for the three months ended March 31, 2004. We expect that general and administrative expenses will
increase slightly in the second quarter of 2005 from the first quarter, as a result of worldwide salary increases and the continuing costs of corporate governance requirements.



Stock-based compensation. Stock-based compensation was $9,000 for the three months ended March 31, 2005 and $62,000
for the three months ended March 31, 2004. The remaining deferred stock compensation at March 31, 2005 is expected to be amortized as follows: $36,000 for the nine months ending December 31, 2005 and $22,000 for the year ending December 31, 2006.
The amount of stock-based compensation expense to be recorded in future periods could decrease if options for which accrued but unvested compensation has been recorded are forfeited.



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Other income, net



Other income, net increased to $272,000 for the three months ended March 31, 2005 compared to $123,000 for the same period
in 2004 due to higher interest rates on a higher investment balance.



Income Tax



We recorded an income tax
provision of $134,000 for the three months ended March 31, 2005 and $101,000 for the three months ended March 31, 2004. These provisions relate primarily to estimated foreign taxes calculated on year to date income.



Liquidity and Capital Resources



As of March 31, 2005, we had cash and cash equivalents of $6.1 million,
short-term investments of $43.8 million and working capital of $37.8 million. Net cash provided by operating activities increased to $2.0 million for the three months ended March 31, 2005 from $651,000 for the same period in 2004 primarily due to
higher deferred revenue at March 31, 2005.



Net cash used in
investing activities was $5.0 million for the three months ended March 31, 2005 compared to net cash provided by investing activities of $2.6 million for the same period in 2004. For the three months ended March 31, 2005, cash used in investing
activities was for purchases of short-term investments and purchases of computing products including servers, software and workstations, offset by maturities of short-term investments. Cash provided by investing activities for the three months ended
March 31, 2004 was from maturities of short-term investments, partially offset by the purchase of short term investments, as well as the purchase of computers, equipment and software.



Net cash used in financing activities was $309,000 for the three months ended March 31, 2005 compared to cash provided by
financing activities of $148,000 for the same period in 2004. Net cash used in financing activities for the three months ended March 31, 2005 was for repurchases of common stock under our current stock repurchase program, partially offset by the
sale of common stock to employees. Net cash provided by financing activities for the three months ended March 31, 2004 was from the sale of common stock to employees.



Our future liquidity and capital requirements will depend on numerous factors, including:



| |  |  | the amount, type and timing of product sales;
| | - |  | ---------------------------------------------



| |  |  | the extent to which our existing and new products gain market acceptance;
| | - |  | -------------------------------------------------------------------------



| |  |  | the extent to which customers continue to renew annual maintenance;
| | - |  | -------------------------------------------------------------------



| |  |  | the timing of customer payments on outstanding receivables;
| | - |  | -----------------------------------------------------------



| |  |  | the cost and timing of product development efforts and the success of these efforts;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | the cost and timing of sales and marketing activities;
| | - |  | ------------------------------------------------------



| |  |  | the cost and timing of corporate governance compliance;
| | - |  | -------------------------------------------------------



| |  |  | any acquisitions of products or technologies;
| | - |  | ---------------------------------------------



| |  |  | the extent of stock repurchases; and
| | - |  | ------------------------------------



| |  |  | the availability of financing.
| | - |  | ------------------------------



We believe that our cash and investments of $49.8 million as of March 31, 2005 will be sufficient to meet our operating and capital requirements through
at least the next 12 months. However, it is possible that we may require additional financing within this period. We intend to continue to invest in the development of new products and enhancements to our existing products. In addition, even if we
have sufficient funds to meet our anticipated cash needs in the next 12 months, we may need to raise additional funds beyond this time. We



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may be required to raise those funds through public or private financings, strategic relationships or other arrangements. We cannot assure that such funding,
if needed, will be available on terms attractive to us, or at all. Furthermore, any additional equity financing may be dilutive to shareholders, and debt financing, if available, may involve restrictive covenants. If we fail to raise capital when
needed, our failure could have a negative impact on our profitability and our ability to pursue our business strategy.



Recent Accounting Pronouncement



See Note 1 of the Condensed Consolidated Financial Statements for a full description of the recent accounting pronouncement including the expected date of
adoption and effect on results of operations and financial condition.



Factors Affecting Future Operating Results



Our sales and
operating results have in the past been, and may in the future be, negatively impacted by deteriorating economic conditions in the United States and other major countries in which we operate



Although revenue increased in our United States operations in 2004, we have
in the past experienced negative effects from economic downturns in the United States and other countries. In particular, the slowing of the EDA industry in periods of 2004 and over the last few years has negatively impacted our business. As
recently as the third quarter of 2004, we have seen customers tightly control spending and reduce or delay purchase orders. Additionally, in an effort to reduce spending, some customers have been seeking time-based agreements which cause us to
recognize revenue on a straight-line basis over the term of the license, thus reducing near-term revenue. Economic downturns and industry slowdowns could reemerge, and may extend to other geographic regions. A worsening of economic conditions in the
United States, or extension of such conditions to other geographic regions or industries, would adversely affect our business.



Changes to our international sales personnel and channels have affected and may in the future negatively affect sales



For the majority of our international revenue, we depend on a relatively
small number of sales professionals in each country in which we operate. As a result, turnover of even a small number of employees in a specific country may have a significant impact on sales in that region and our company as a whole. Specifically,
we experienced turnover in Asian countries in 2004 that had an adverse affect on our bookings and revenues. Additionally, any modifications or terminations of distributor relationships may have a negative impact on sales.



We have a history of losses and may experience losses in the future, which could result in
the market price of our common stock declining



Although
we had net income of $2.2 million in 2004, we had a net loss of $377,000 in 2003 and have had significant net losses in the past, including a net loss of $3.3 million in 2002. We expect to continue to incur significant levels of operating expenses.
If revenue does not increase or declines, we may not be able to control our costs in order to achieve profitability. If we are not profitable, the market price of our common stock may decline, perhaps substantially. Our expenses may increase in the
next 12 months as we:



| |  |  | hire additional employees;
| | - |  | --------------------------



| |  |  | increase compensation for existing employees;
| | - |  | ---------------------------------------------



| |  |  | increase marketing efforts; and
| | - |  | -------------------------------



| |  |  | maintain compliance with future corporate governance regulations
| | - |  | ----------------------------------------------------------------



Any failure to increase our new product bookings and revenue as we implement our product and distribution strategies would also harm our ability to
achieve or maintain profitability and could negatively impact the market price of our common stock.



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The structured ASIC market is new and our future growth and profitability are dependent on its development



A new breed of ASIC devices called structured ASICs has
emerged. In 2003 we introduced the first custom architecture-specific synthesis tool for NEC Electronics new structured ASIC device as well as our first physical synthesis product for LSI Logics new platform ASIC device. In 2004, we
customized our physical synthesis product for NEC Electronics structured ASIC device, as well as entered into a new development project with NEC Electronics where we will help develop a new capability for our structured ASIC product. In 2005,
we delivered a customized physical synthesis product for Fujitsu Microelectronics structured ASIC device. We are investing significant resources in customizing our products for this new market. Failure of the structured ASIC market to develop,
or our failure to penetrate that market, would have a material adverse affect on our revenue and operating results.



We have relied and expect to continue to rely on sales of our Synplify, Synplify Pro and HDL Analyst products for a substantial portion of our license revenue, and a
decline in sales of these products could cause our license revenue to decline



Historically, we have derived a significant majority of our revenue from sales of our Synplify, Synplify Pro and HDL Analyst products. License revenue for our Synplify, Synplify Pro and HDL Analyst products accounted
for 68%, 73% and 81% of our total license revenue in 2004, 2003 and 2002, respectively. We expect that revenue from these products will continue to account for a majority of our license revenue for at least the next 12 months. License revenue of our
Synplify, Synplify Pro and HDL Analyst products in dollars decreased each year from 2002 through 2004 and may continue to decrease. Any factors which continue to adversely affect the pricing of, or demand for, our Synplify, Synplify Pro and HDL
Analyst products could cause our license revenue to decline and our business to suffer. Factors that may affect sales of our Synplify, Synplify Pro and HDL Analyst products, some of which are beyond our control, include the following:



| |  |  | overall market conditions, including a worsening economic downturn in both domestic and foreign markets;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | the performance, quality and total cost of our software products relative to other logic synthesis products for FPGAs, including those offered at little or no cost by FPGA
manufacturers;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the quality and performance of our sales teams in individual geographic locations;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | the growth, changing technological requirements and degree of competition in the programmable semiconductor market, particularly with respect to FPGAs; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the maintenance and enhancement of our existing relationships with leading manufacturers of FPGAs, which may provide us advance information or detailed data about those
vendors FPGAs and software.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our near-term revenue could
decline as a result of increases in sales of time-based licenses



We have seen an increase in the number and dollar amount of time-based license agreements. Time-based license revenue accounted for approximately 28% and 27% of our total license revenue in the three months ended March 31, 2005 and 2004,
respectively. This trend may continue since customers may prefer time-based licenses over perpetual licenses for our newer, higher-priced products and customers who previously purchased perpetual licenses may choose to convert to time-based
licenses. Time-based license agreements generally have terms from one to three years and we recognize revenue from them on a straight-line basis over the term of the licenses. Increases in time-based licenses could affect our near-term revenue
growth due to the delayed timing of revenue recognition for such licenses. If our average selling price of time-based licenses decreases, or if customers do not renew such licenses, our revenue could also decline. Any decline in our revenue, or lack
of significant growth in our revenue, could result in a decrease in our stock price because our revenue may fail to meet the expectations of our stockholders and the investment community.



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Our revenue could decline substantially if our existing customers do not continue to purchase additional licenses or
maintenance from us, or if existing agreements with FPGA manufacturers are canceled



We rely on sales of additional licenses to our existing customers, as well as annual maintenance renewals for our products. Additional license sales to our existing customers represented 78% of our license sales in
2004 and 2003, and 73% of our license sales in 2002. If we fail to sell additional licenses for our products to our existing customers, we would experience a material decline in revenue. Even if we are successful in selling our products to new
customers, the level of our revenue could be harmed if our existing customers do not continue to purchase a substantial number of additional licenses from us or fail to renew their maintenance. Our success in generating revenue from existing
customers is dependent on maintaining our relationships with those customers as well as increased need for and usage of our products by those customers. Additionally, we experienced lower rates of maintenance renewal during 2003 and 2002 compared to
prior years including, but not limited to, the effects of customers inability to renew maintenance on some or all of their licenses due to business conditions or budget restrictions. We have seen an improvement in our maintenance renewal rates
for 2004 compared to 2003. However, if we were to again experience declines in maintenance renewal rates, our maintenance revenue could stop growing or decrease.



We have agreements with certain FPGA manufacturers to resell a version of our Synplify product. Some of these agreements
allow for cancellation with a notice period. Revenue recognized from these agreements generated 8% of our revenue in 2004 and 7% of our revenue in 2003 and 2002. If these agreements were canceled or not renewed, our revenue could decline.



We may not succeed in developing, marketing and selling new or enhanced
commercially acceptable logic synthesis, physical synthesis and verification products, and our operating results may decline as a result



We develop logic synthesis, physical synthesis and verification products that leverage our core capabilities. We also develop new features for our
existing products. In addition, we have entered into agreements with semiconductor manufacturers to develop customized tools for certain of their structured ASIC products. Customizing products and developing new features for existing products that
meet the needs of electronic product designers require significant investments in research and development. If we fail to introduce customized products or enhanced versions of existing products that are commercially acceptable in a timely and
cost-effective manner, our business could be negatively affected. Growing competition, technological changes and other market factors that negatively affect the demand for FPGAs and ASICs could also adversely affect our revenue. Our future growth
and profitability will depend in large part on our ability to gain market acceptance of our products outside of our Synplify, Synplify Pro and HDL Analyst products, especially our ASIC products including structured ASICs, as well as recently
introduced products, such as our Synplify DSP product. We cannot be certain that our newer products, our entry into the ASIC logic synthesis product market or other new markets, or our acquired products, will be successful. If customers do not
widely adopt such products, our operating results could decline.



Our
quarterly operating results and stock price may fluctuate because our ability to accurately forecast our quarterly sales is limited, our costs are relatively fixed in the short term and we expect our business to be affected by seasonality



Our ability to accurately forecast quarterly sales is
limited, which makes it difficult to predict the quarterly revenue that we will recognize. In addition, the time required to initiate and complete a sale for our FPGA products is relatively short, and our ability to foresee and react to changes in
customer demand for our products may be limited and therefore inaccurate. Most of our costs are for personnel and facilities, which are relatively fixed in the short term. If we have a shortfall in revenue in relation to our expectations, we may be
unable to reduce our expenses quickly to avoid lower quarterly operating results. Consequently, our quarterly operating results could fluctuate, and the fluctuations could adversely affect the market price of our common stock. In addition, in the
past we have experienced fluctuations in the sale of licenses for our products due to seasonality. For example, sales may decline during the summer months, particularly in European markets, and we have experienced and anticipate we will continue to
experience relatively lower product bookings in our first quarter due to patterns in the capital budgeting and purchasing cycles of our current and prospective customers and the economic incentives for our sales force. These factors may lead to
fluctuations in our quarterly operating results.



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If we experience an increase in the length of our sales cycle, our quarterly operating results could become more
unpredictable and our stock price may decline as a result



We experience sales cycles, or the time between an initial customer contact and completion of a sale, of generally two weeks to several months for our FPGA products, depending on the product. When the recent economic downturn began, we
experienced an increase in the length of our sales cycle which has since stabilized. If we experience such an increase in the length of our sales cycle again, our quarterly operating results could suffer and our stock price could decline as a
result. The sales cycles for certain of our ASIC products, including Certify and Synplify ASIC are substantially longer than those of our FPGA products, which could result in additional unpredictability of our quarterly revenue, especially if
interest in our ASIC products increase. In addition, the timing of product releases from competitors as well as releases of our own products can cause sales cycles to increase as customers evaluate the new products.



We depend on our marketing, product development and sales relationships with leading FPGA
manufacturers, and if these relationships suffer, we may have difficulty introducing and selling our FPGA synthesis products and our revenue could decline



We believe that our success in maintaining acceptance in the FPGA market depends in part on our ability to maintain or further develop our strategic
marketing, product development and sales relationships with leading FPGA manufacturers, including Altera and Xilinx. We believe our relationships with leading FPGA manufacturers are important in validating our technology, facilitating broad market
acceptance of our FPGA synthesis products and enhancing our sales, marketing and distribution capabilities. For example, we attempt to coordinate our product offerings with future releases of Alteras and Xilinxs FPGA components and
software. If we are unable to maintain or enhance our existing relationships with Altera and Xilinx and develop a similar relationship with other major FPGA vendors, we may have difficulty selling our FPGA synthesis products or we may not be able to
introduce products on a timely basis that capitalize on new FPGA component characteristics or software feature enhancements.



We have been experiencing and may continue to experience increased competition as a result of FPGA manufacturers competing in the design software market or investing
in emerging software companies



FPGA manufacturers
currently compete in the FPGA design software market by licensing their own synthesis products at little or no cost and/or by distributing our competitors products. For example, both Altera and Xilinx sell synthesis products that are
competitive with our Synplify and Synplify Pro products and adversely impact the price or market for our FPGA synthesis products or harm our business and financial prospects. FPGA manufacturers may also choose to assist, through financial, equity
investment or other support, emerging EDA software companies whose products could compete with or outperform ours. An increase in the number of our competitors or the quality and availability of competing products could reduce the value of our
products in the market place and adversely affect our business.



We rely on
our marketing, sales and product and library support relationships with leading ASIC manufacturers, and if we fail to maintain or expand such relationships, we may have difficulty selling our ASIC products and our revenue could be negatively
impacted



We believe that our success in penetrating the
ASIC market depends in part on our ability to develop strategic marketing, sales and product and library support relationships with leading ASIC manufacturers. We believe relationships with leading ASIC manufacturers are important in validating our
technology, facilitating market acceptance of our ASIC products and enhancing our sales, marketing and distribution capabilities. Relationships we have established to date include ARM Holdings PLC (which recently acquired Artisan Components),
Fujitsu Microelectronics, IBM Microelectronics, LSI Logic, NEC Electronics, and Virtual Silicon Technology Inc. These ASIC and ASIC library vendors have worked with us to develop and qualify our software into all or a portion of their ASIC design
flows. If we are unable to sustain these relationships or develop relationships with other key ASIC manufacturers or do not do so in a timely manner, we may have



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difficulty selling our ASIC products. In addition, we may not be able to enhance our products in a timely manner to capitalize on new ASIC component
characteristics or software feature enhancements, which could negatively impact our revenue growth.



As we enter into development agreements with semiconductor manufacturers for our structured ASIC products, our revenue could become more unpredictable



We have entered, and expect to continue to enter, into development
agreements with semiconductor manufacturers to customize our ASIC synthesis, physical synthesis or FPGA synthesis tools for certain of their products. The timing of revenue recognition on these agreements may be affected by the following factors
which involve uncertainty:



| |  |  | our development schedule;
| | - |  | -------------------------



| |  |  | our products performance;
| | - |  | --------------------------



| |  |  | delivery of our product;
| | - |  | ------------------------



| |  |  | customer acceptance of our product, which may not occur until some time after we first deliver the product; and
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | timing of payments which are associated with product acceptance.
| | - |  | ----------------------------------------------------------------



Difficulties in predicting revenue from these arrangements may cause revenue to vary from our forecasts, and as a result, may cause our operating results
to decline. In addition, failure to enter into new development arrangements that replace revenue recognized from past development arrangements could cause total revenues to decline.



Our officers and persons affiliated with our directors hold a substantial portion of our stock and could reject mergers or other business
combinations that a shareholder may believe to be desirable



As of March 31, 2005, our directors, officers and individuals or entities affiliated with our directors owned 46% of our outstanding common stock as a group. Acting together, these shareholders would be able to significantly influence all
matters that our shareholders vote upon, including the election of directors or the rejection of a merger or other business combination that other shareholders may believe to be desirable.



Our common stock may be subject to substantial price and volume fluctuations due to a
number of factors, many of which will be beyond our control, which may prevent our shareholders from reselling our common stock at a profit



The securities markets have experienced significant price and volume fluctuations over recent years and the market prices of the securities of technology
companies have been especially volatile. For example, our stock had closing prices ranging between a high of $8.75 and a low of $3.17 during the 24 months ended March 31, 2005.This market volatility, as well as general economic, market or
political conditions including the war in Iraq, terrorist activity or other acts of violence could reduce the market price of our common stock regardless of our operating performance. Furthermore, because our stock generally trades at relatively low
volumes, any sudden increase in trading volumes can cause significant volatility in the stock price. In addition, our operating results could be below the expectations of investment analysts and investors, and in response, the market price of our
common stock could decrease significantly. In the past, companies that have experienced volatility in the market price of their stock have been the object of securities class action litigation. If we were the object of securities class action
litigation, it could result in substantial costs, liabilities and a diversion of managements attention and resources.



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We may not be able to effectively compete against other providers of products that design FPGAs and ASICs as a result
of their greater financial resources, product offerings and distribution channels, which could cause our sales to decline



We face significant competition from larger companies that market suites of semiconductor design software products that address all or almost all steps of
semiconductor design or which incorporate intellectual property components for semiconductors. These competitors have greater financial resources and name recognition than we do. We believe that Cadence, Mentor Graphics, Synopsys and Magma, each of
which is also currently competing with us by marketing certain logic synthesis or verification products, could provide suites of products or individual products that include the functionality we currently provide in our products and at lower prices,
or may otherwise have more favorable relationships with customers. If these or other vendors provide lower cost logic synthesis, physical synthesis or verification products that outperform our products in addition to having broader applications of
their existing product lines, our products could become difficult to sell. In addition, we believe our ASIC synthesis and physical synthesis products must provide substantially higher quality and value to potential customers for us to be successful
in obtaining meaningful market share in the ASIC software tools market. Even if our competitors standard products offer functionality equivalent to that of our products, we face a substantial risk that a significant number of customers would
elect to pay a premium for similar functionality rather than purchase products from a less well-known vendor. Increased competition may negatively affect our business and future operating results by leading to price or market share reductions, or
higher selling expenses.



Our revenue could be reduced if larger
semiconductor design software companies make acquisitions in order to join their extensive distribution capabilities with our competitors products



Larger semiconductor design software vendors, such as Cadence, Mentor Graphics, Synopsys and Magma, may acquire or establish cooperative relationships
with other companies that may offer or develop competitive products. Because larger semiconductor design software vendors have significant financial and organizational resources, they may be able to further penetrate the logic synthesis, physical
synthesis or verification markets by leveraging the technology and expertise of smaller companies and utilizing their own extensive distribution channels. We expect that the semiconductor design software product industry will continue to
consolidate, as evidenced by recently announced acquisitions of Nassda Corporation by Synopsys and Verisity Ltd. by Cadence. It is possible that new competitors or alliances among competitors may emerge and rapidly acquire significant market share,
which would harm our business and financial prospects.



Our revenue may
decline if other vendors products are no longer compatible with ours or other vendors bundle their products with those of our competitors and sell them at lower prices



Our ability to sell our products depends in part on the compatibility of our products with other vendors semiconductor
design software and verification products. These vendors may change their products so that they will no longer be compatible with our products or may restrict our access to their products, either physically or economically. Some vendors already
bundle their products with other logic synthesis, physical synthesis or verification products and sell the bundle at lower prices, and more vendors may do so in the future. As a result, any of these factors may negatively affect our ability to offer
commercially viable or competitive products or may reduce sales of, or increase costs for, our products.



We may not be able to preserve the value of our products intellectual property rights and other vendors could challenge our intellectual property rights



Our products are differentiated from those of our competitors by our
internally developed technology that is incorporated into our products. If we fail to protect our intellectual property rights, other vendors could sell logic synthesis, physical synthesis or verification products with features similar to ours,
which could reduce demand for our products. We protect our intellectual property rights through a combination of copyright, trade secret and trademark laws. We have filed a number of patent applications and to date have been issued or allowed 24
patents, all of which are U.S. patents. We generally enter into confidentiality or license agreements with our employees, consultants and corporate partners, and generally seek to control access to our intellectual property rights and the
distribution of our logic synthesis, physical synthesis and verification products, documentation and other proprietary information. However, we believe that these measures afford only limited protection. There is the possibility that the validity of
some of our patents may be challenged in the future. Others may develop technologies that are similar or superior to our technology or design around the copyrights and trade secrets we own. Despite our efforts to protect our proprietary rights,
unauthorized parties may



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attempt to copy or otherwise improperly obtain and use our products or technology. Policing unauthorized use of our products is difficult and expensive, and
we cannot be certain that the steps we have taken will prevent misappropriation of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as those in the United States. For example, with
respect to our sales and support operations in India, Indian laws do not protect proprietary rights to the same extent as the United States, and Indian statutory law does not protect service marks. Our means of protecting our proprietary rights may
be inadequate.



Our operating results would suffer if we were subject to a
protracted infringement claim or a significant damage award



Although we have not been subject to infringement litigation in the past, substantial litigation and threats of litigation regarding intellectual property rights exist in our industry. We expect that logic synthesis, physical synthesis and
verification products may be increasingly subject to third-party infringement claims as the number of competitors in our industry segment grows and the functionality of products in different industry segments overlaps. We are not aware that our
products employ technology that infringes any valid proprietary rights of third parties. However, third parties may claim that we infringe their intellectual property rights. Any claims, with or without merit, could:



| |  |  | be time consuming to defend;
| | - |  | ----------------------------



| |  |  | result in costly litigation and/or damage awards;
| | - |  | -------------------------------------------------



| |  |  | divert our managements attention and resources;
| | - |  | ------------------------------------------------



| |  |  | cause product shipment delays; or
| | - |  | ---------------------------------



| |  |  | require us to seek to enter into royalty or licensing agreements.
| | - |  | -----------------------------------------------------------------



These royalty or licensing agreements may not be available on terms acceptable to us, if at all. A successful claim of product infringement against us or
our failure to license the infringed or similar technology could adversely affect our business because we would not be able to sell the impacted product without exposing ourselves to litigation risk and damages. Furthermore, redevelopment of the
product so as to avoid infringement would cause us to incur significant additional expense. Although we maintain general business insurance, it does not cover infringement claims. We would be required to pay any damages and legal expenses from a
successful claim ourselves. In addition, because we also provide standard warranties against and indemnification for the potential infringement of third party intellectual property rights to our customers, we would be financially exposed to satisfy
these obligations to our customers.



Significant errors in our products or
the failure of our products to conform to specifications could result in our customers demanding refunds from us or asserting claims for damages against us



Because our logic synthesis, physical synthesis and verification products are complex, our products could fail to perform as anticipated or produce
semiconductors that contain errors which go undetected at any point in the customers design cycle. While we continually test our products for errors and work with users through our customer support service organization to identify and correct
errors in our software and other product problems, errors in our products may be found in the future. Although a number of these errors may prove to be immaterial, many of these errors could be significant. The detection of any significant errors
may result in:



| |  |  | the loss of or delay in market acceptance and sales of our products;
| | - |  | --------------------------------------------------------------------



| |  |  | delays in shipping dates for our products;
| | - |  | ------------------------------------------



| |  |  | diversion of development resources from new products to fix errors in existing products;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | injury to our reputation;
| | - |  | -------------------------



| |  |  | costs of corrective actions or returns of defective products;
| | - |  | -------------------------------------------------------------



| |  |  | reduction in rates of maintenance renewals; or
| | - |  | ----------------------------------------------



| |  |  | product liability claims or damage awards.
| | - |  | ------------------------------------------



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We warrant that our products will operate in accordance with certain specifications. If our products fail
to conform to these specifications, customers could demand a refund for the purchase price or assert and collect on claims for damages. Although we maintain general business insurance, our coverage does not extend to product liability claims and we
cannot assure that our resources would be sufficient to pay a damages award if one were to arise.



Moreover, because our products are used in connection with other vendors products that are used to design complex FPGAs and ASICs, significant
liability claims may be asserted against us if our products do not work properly, individually or with other vendors products. Our agreements with customers typically contain provisions intended to limit our exposure to liability claims.
However, these limitations may not preclude all potential claims and we do not insure against such liabilities. Regardless of their merit, liability claims could require us to spend significant time and money in litigation and divert
managements attention from other business pursuits. If successful, a product liability claim could require us to pay significant damages. Any claim, whether or not successful, could seriously damage our reputation and our business.



As we expand our international operations, we are subject to additional risks and
exposures, including economic conditions in foreign locations, foreign exchange rate fluctuations, political and regulatory conditions and other risks



Customers outside North America accounted for approximately $5.8 million of our total revenue for the three months ended March 31, 2005 and 2004. Although
international revenue has grown over the last few years, we experienced effects of the economic downturn during 2002 in parts of Europe and Japan, and experienced negative effects from the SARS epidemic on our Asia business during 2003. A return of
such economic conditions, or an extension of such conditions to other international locations, would adversely impact our business.



We have international offices in the United Kingdom, France, Germany, the Netherlands, Sweden, Israel, India, Japan, Korea, Taiwan and the Peoples
Republic of China. We also rely on indirect sales in Asia, Europe and elsewhere. Our sales contracts generally provide for payment for our products in U.S. dollars. However, direct sales to our customers in Japan are in yen and we expect all such
future sales there will be denominated in yen. We enter into foreign currency forward exchange contracts designed to reduce our exposure to changes in the Japanese yen. Our expenses incurred in foreign locations are generally denominated in the
respective local currency, and as a result, our future revenue and expense levels from international operations may be unpredictable due to exchange rate fluctuations. Although we have increased our international sales activities, we still have
limited experience in marketing and directly selling our products internationally. Our international operations may be subject to other risks, including:



| |  |  | relatively higher personnel and operating costs which may not result in additional revenue;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | revenue may not be sufficient to cover the expenses associated with establishing a new or expanded international location;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of local economic conditions, such as interest rate increases or inflation, which may lead to higher cost of capital and lower demand for products;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | greater difficulty in accounts receivable collection and longer collection periods;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | unexpected changes in regulatory requirements, including tariffs, government ownership of communications systems or laws relating to use of and sales over the internet;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | difficulties and costs of staffing and managing foreign operations;
| | - |  | -------------------------------------------------------------------



| |  |  | reduced protection for intellectual property rights in some countries;
| | - |  | ----------------------------------------------------------------------



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| |  |  | potentially adverse tax consequences, including taxes due on the exercise of stock options or purchase of shares under employee plans by foreign employees and the impact of expiry
of tax holidays or applicability of withholding or value added taxes;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | foreign currency fluctuations;
| | - |  | ------------------------------



| |  |  | political instability, which may limit the design of FPGAs and/or ASICs in Asia or reduce government or private sector spending on networking and communications equipment; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of epidemic situations such as the SARS epidemic that occurred in 2003.
| | - |  | ----------------------------------------------------------------------------------



We may not be successful in integrating the businesses or technologies that we may acquire, or the expected benefits may not be realized
as projected



In 2002, we acquired products and technology
from IOTA and Bridges2Silicon. We may make additional acquisitions in the future as a part of our efforts to increase revenue and expand our product offerings. In addition to added direct costs, acquisitions pose a number of risks, including:



| |  |  | integration of the acquired products and employees into our business;
| | - |  | ---------------------------------------------------------------------



| |  |  | integration of sales channels and training of our sales force for new product offerings;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | failure to realize expected synergies;
| | - |  | --------------------------------------



| |  |  | failure of acquired products to achieve projected sales;
| | - |  | --------------------------------------------------------



| |  |  | assumption of unknown liabilities; and
| | - |  | --------------------------------------



| |  |  | failure to understand and compete effectively in markets in which we have limited experience.
| | - |  | ---------------------------------------------------------------------------------------------



While we make efforts to analyze acquisition candidates carefully, we cannot be certain that any completed acquisitions will
positively impact our business. Future acquisitions could also subject us to significant asset impairment or restructuring charges.



We rely on the services of key personnel, particularly those in our engineering and sales organizations whose knowledge of our business and technical expertise would
be difficult to replace, and turnover or other personnel issues in those organizations could negatively impact our revenue



Our products and technologies are complex and we rely on experienced and knowledgeable research and development and sales personnel. We depend
substantially on the continued service of Gary Meyers, our President and Chief Executive Officer, and Kenneth S. McElvain, our Chief Technology Officer, Vice President and a founder. We also depend on our sales personnel, particularly in certain
areas of Europe and Asia where we employ a relatively small sales team. For example, we recently experienced weakness in certain of our Asian sales locations due to reorganization within our Asia sales force. There are a limited number of qualified
people with the technical skills and understanding of FPGAs and ASICs and/or EDA software necessary to our business, and if we are unable to retain or find suitable replacements for any turnover in our engineering and sales organizations, our
business could be adversely affected.



Modifications to our effective tax
rates or government reviews of our tax returns could affect our results of operations



We are subject to income and transaction taxes in the United States and in multiple foreign locations. Determining our worldwide provision for income taxes involves judgment and estimates and we cannot be certain that
no subsequent adjustments will be needed should updated information become available. Future effective tax rates could be affected by changes in our foreign tax estimates, the valuation of our deferred tax assets and liabilities, or changes in tax
laws or the interpretation of such tax laws. We have been subject to tax audits in the past including income, sales and property tax audits, and may be subject to additional domestic and international tax audits in the future. Although we believe
our tax estimates are reasonable, we cannot be



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certain that the results of this audit or any other audit will not require any adjustments to our historical income tax provisions and accruals. If
additional taxes are assessed during this audit or a future audit, our operating results or financial position could be materially affected.



Proposed changes in financial accounting standards related to equity compensation will cause us to record additional expense in the future, which would result in a
reduction in our net income



In December 2004, the
Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)), which will be effective in the first quarter of 2006. SFAS 123(R) will result in
our recognition of substantial compensation expense relating to our employee stock options and employee stock purchase plan. We currently use the intrinsic value method to measure compensation expense for stock-based awards to our employees. Under
this standard, we generally do not recognize any compensation related to stock option grants we issue under our stock option plans or related to the discounts we provide under our employee stock purchase plan.



Under the new standard, we are required to adopt a fair-value-based method
for measuring the compensation expense related to employee stock awards. We expect to adopt the modified prospective approach, which would result in compensation cost for new or modified awards including cancellations or repurchases
issued after the effective date of January 1, 2006. Additionally, compensation cost for unvested awards that exist as of the effective date will be recognized as options vest. The Stock-Based Compensation section shown in Note 1 of the footnotes to
the Consolidated Financial Statements provides our approximate pro forma net loss and earnings per share as if we had used a fair-value-based method similar to the methods required under SFAS 123(R), although calculated without all requirements of
FAS 123(R) considered, to measure the compensation expense for employee stock awards during the three months ended March 31, 2005 and 2004, respectively.



Corporate governance regulations have recently increased our costs as a result of attaining compliance, which could further increase our expenses if changes occur
within our business



Changes in laws and regulations
affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002, have imposed new requirements on us and on our officers, directors, attorneys and independent accountants. In order to comply with these new rules, we have added
internal resources and have utilized additional outside legal, accounting and advisory services, which have increased and are likely to continue increasing our operating expenses. In particular, we expect to incur additional administrative expenses
as we maintain compliance with Section 404 of the Sarbanes-Oxley Act, which requires management to report on, and our Independent Registered Public Accounting Firm to attest to, our internal controls. In addition, if we undergo significant
modifications to our structure through personnel or system changes, acquisitions, or otherwise, it may be increasingly difficult to maintain compliance with the existing and evolving corporate governance regulations.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We develop products in the United States and sell those products primarily in North America, Europe and Japan. Our revenue from sales outside North
America represented approximately 40% and 43% of our total revenue in the three months ended March 31, 2005 and 2004, respectively, and 42% and 41% of our total revenue in 2004 and 2003, respectively. As a result, our financial results could be
affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. With the exception of sales in Japan, our sales are generally made in U.S. dollars, thus a strengthening of the U.S. dollar could
make our products less competitive in foreign markets. The functional currency of our foreign subsidiaries excluding Japan is the U.S. dollar. The functional currency of our Japanese subsidiary is the yen. The effects of translation of our foreign
subsidiaries for which the U.S. dollar is the functional currency is included in the results of operations, and to date have not been material. The effects of translation of our Japanese subsidiary are included in shareholders equity and to
date have not been material. Historically, our exposure to foreign exchange fluctuations has been minimal. If foreign currency rates were to fluctuate by 100 basis points from rates as of March 31, 2005, the effect on our operating results and
financial position would not be material. However, as our international sales and operations have expanded, our exposure to foreign currency fluctuations has increased, particularly in Japan. We enter into foreign currency forward exchange contracts
designed to reduce our exposure to changes in the Japanese yen. The outstanding forward contracts generally have maturities of approximately one month from the date into which they were entered and are remeasured monthly using spot rates, with any
gain or loss from rate fluctuations recorded in the statement of operations. The changes in the values of the forward contracts were not material for the three months ended March 31, 2005.



Our interest income is sensitive to changes in the general level of U.S.
interest rates, particularly since the majority of our investments are in short-term instruments. Due to the nature of our short-term investments, we have concluded that we do not have material market risk exposure. If market interest rates were to
change immediately and uniformly by 100 basis points from levels as of March 31, 2005, the change in the fair value of our investment portfolio would not be material. We do not hold or issue derivatives, derivative commodity instruments or other
financial instruments for trading or speculative purposes.



Our
investment policy requires us to invest funds in excess of current operating requirements in:



| |  |  | obligations of the U.S. government and its agencies;
| | - |  | ----------------------------------------------------



| |  |  | investment grade state and local government obligations;
| | - |  | --------------------------------------------------------



| |  |  | securities of U.S. corporations rated A1 or P1 by Standard & Poors or the Moodys equivalents; and/or money market funds, deposits or notes issued or guaranteed by
U.S. and non-U.S. commercial banks meeting certain credit rating and net worth requirements with maturities of less than two years.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of March 31, 2005, our cash equivalents consisted of commercial paper, money market funds and a certificate of deposit and our short-term investments
consisted of U.S. government agency notes, corporate notes, a certificate of deposit, and commercial paper.



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ITEM 4. CONTROLS AND PROCEDURES



(a) Evaluation
of disclosure controls and procedures.



We have carried
out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our management, including our Chief Executive Officer and our Chief Financial Officer,
concluded that our disclosure controls and procedures are effective to ensure that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.



(b) Changes in
internal control over financial reporting.



There were no
changes in our internal control over financial reporting during the period covered by this Quarterly Report that had materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION



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



(c) The following table provides information with respect to purchases we made of our common stock during the three months ended March 31, 2005:



ISSUER PURCHASES OF EQUITY SECURITIES



|                                           |  |                               |  |                            |      |                                                                         |         |                                                                      |        
|------------------------------------------ |  | ----------------------------- |  | -------------------------- | ---- | ----------------------------------------------------------------------- | ------- | -------------------------------------------------------------------- | -------
|                                           |  | TotalNumber ofSharesPurchased |  | AveragePrice Paidper Share |      | Total Number ofShares Purchased as Part of PubliclyAnnouncedProgram (A) |         | MaximumNumber of Sharesthat May Yet BePurchased Underthe Program (A)
|January 1, 2005 through January 31, 2005   |  |                              |  | $                          |     |                                                                         |        |                                                                      | 725,490
|February 1, 2005 through February 28, 2005 |  | 204,819                       |  | $                          | 6.32 |                                                                         | 204,819 |                                                                      | 520,671
|March 1, 2005 through March 31, 2005       |  | 36,600                        |  | $                          | 6.47 |                                                                         | 36,600  |                                                                      | 484,071
|                                           |  |                               |  |                            |      |                                                                         |         |                                                                      |        
|Total                                      |  | 241,419                       |  |                            |      |                                                                         | 241,419 |                                                                      | 484,071
|                                           |  |                               |  |                            |      |                                                                         |         |                                                                      |        

---

|(A) | In May 2004, our Board of Directors authorized a stock repurchase program of up to one million shares of our common stock over a 12 month period. Shares will be
repurchased in the open market at times and prices we consider appropriate. The timing of purchases and the exact number of shares to be purchased will depend on market conditions.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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ITEM 5: OTHER INFORMATION



Pre-approvals of
Non-Audit Services by Audit Committee



Pursuant to Section
10A(i)(2) of the Exchange Act, as promulgated by Section 202 of the Sarbanes-Oxley Act of 2002, during the fiscal quarter ended March 31, 2005, the Audit Committee pre-approved the engagement of Ernst & Young LLP, our independent registered
public accounting firm, to provide non-audit services related to tax return preparation, tax consulting, and various international statutory audits.



ITEM 6: EXHIBITS



|     |  |                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                             
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                             
|     | 
|32   |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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SIGNATURES



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



|                  |  |                  |  |                                                                                                          
|----------------- |  | ---------------- |  | ---------------------------------------------------------------------------------------------------------
|                  |  | SYNPLICITY, INC.
|                  |  |                 
|Date: May 6, 2005 |  | By:              |  | /s/ Gary Meyers                                                                                          
|                  |  |                  |  | Gary Meyers                                                                                              
|                  |  |                  |  | Chief Executive Officer, President, and Director (Principal Executive Officer)                           
|                  |  |                 
|Date: May 6, 2005 |  | By:              |  | /s/ Douglas S. Miller                                                                                    
|                  |  |                  |  | Douglas S. Miller                                                                                        
|                  |  |                  |  | Senior Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer)



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