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SECURITIES AND EXCHANGE COMMISSION





WASHINGTON, D.C. 20549





FORM 10-Q





Quarterly Report Pursuant to Section 13 or 15 (d)


of the Securities Exchange Act of 1934





For the quarterly period ended

Commission File NumberSeptember 30, 2002

000-26819





WATCHGUARD TECHNOLOGIES, INC.


(Exact Name of Registrant as Specified in Its Charter)





Delaware



91-1712427(State or Other Jurisdiction of Incorporation or Organization)



(I.R.S. EmployerIdentification No.)





505 Fifth Ave. South, Suite 500


Seattle WA 98104-3892


(Address of Principal Executive Offices) (Zip Code)





Registrants telephone number, including area code: (206) 521-8340





Not Applicable


---

(Former name, former address and former fiscal year, if changed since last report.)





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





32,523,671 shares of WatchGuard common stock were
outstanding as of November 11, 2002.





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WATCHGUARD TECHNOLOGIES, INC.


QUARTERLY REPORT ON FORM 10-Q


FOR THE QUARTER ENDED SEPTEMBER 30, 2002





TABLE OF CONTENTS





PART I.    FINANCIAL INFORMATIONITEM 1.

FINANCIAL STATEMENTS

3 
Consolidated Balance Sheets as of December 31, 2001 and September 30, 2002

3 
Consolidated Statements of Operations for the three and nine months ended September 30, 2001 and 2002

4 
Consolidated Statements of Cash Flows for the nine months ended September 30, 2001 and 2002

5 
Notes to Consolidated Financial Statements

6ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

14ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

38ITEM 4.

CONTROLS AND PROCEDURES

38PART II.    OTHER INFORMATIONITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

39




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PART I.    FINANCIAL INFORMATION





ITEM 1.    FINANCIAL STATEMENTS





WATCHGUARD TECHNOLOGIES, INC.





CONSOLIDATED BALANCE SHEETS


(In thousands, except share data)





December 31, 2001


September 30, 2002ASSETSCurrent assets:Cash and cash equivalents

$
13,958


$
10,785Securities available for sale


99,785



80,295Trade accounts receivable, net


6,363



8,777Inventories, net


4,413



4,829Prepaid expenses and other


4,000



4,528Total current assets


128,519



109,214Property and equipment, net


7,383



7,084Goodwill, net


26,991



65,729Other intangibles, net and other assets


10,138



17,143Total assets

$
173,031


$
199,170LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,032


$
7,289Accrued expenses and other liabilities


4,986



11,461Deferred revenue


15,709



17,889Total current liabilities


24,727



36,639Stockholders equity:Preferred stock, $0.001 par value:Authorized shares: 10,000,000No shares issued and outstanding






Common stock, $0.001 par value:Authorized shares: 80,000,000Shares issued and outstanding: 27,123,260 at December 31, 2001 and32,450,028 at September 30, 2002


27



32Additional paid-in capital


231,533



265,101Deferred stock-based compensation


(1,357
)


(409
)Accumulated other comprehensive income


681



312Accumulated deficit


(82,580
)


(102,505
)Total stockholders equity


148,304



162,531Total liabilities and stockholders equity

$
173,031


$
199,170


---

See accompanying notes.




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WATCHGUARD TECHNOLOGIES, INC.





CONSOLIDATED STATEMENTS OF OPERATIONS


(In thousands, except per share data)





Three Months Ended September 30,


Nine Months Ended September
30,2001


2002


2001


2002Revenues:Product

$
12,806


$
14,224


$
39,345


$
37,282Service


4,462



5,851



12,533



16,153Total revenues


17,268



20,075



51,878



53,435Cost of revenues:Product


5,214



5,332



15,906



14,499Service


1,450



1,509



4,384



4,576Total cost of revenues


6,664



6,841



20,290



19,075Gross margin


10,604



13,234



31,588



34,360Operating expenses:Sales and marketing (1)


7,380



8,859



23,241



25,060Research and development (2)


4,129



5,306



14,140



15,989General and administrative (3)


2,060



1,786



5,795



5,817Stock-based compensation


1,468



288



8,534



1,302Amortization of goodwill


1,837







5,508



Amortization of other intangible assets acquired


887



1,219



2,664



3,159Acquired in-process technology














1,179Restructuring charges










2,900



4,272Total operating expenses


17,761



17,458



62,782



56,778Operating loss


(7,157
)


(4,224
)


(31,194
)


(22,418
)Interest income, net


1,292



636



4,615



2,522Loss before income taxes


(5,865
)


(3,588
)


(26,579
)


(19,896
)Provision for income taxes


28







196



29Net loss

$
(5,893
)

$
(3,588
)

$
(26,775
)

$
(19,925
)Basic and diluted net loss per share

$
(0.22
)

$
(0.11
)

$
(1.01
)

$
(0.65
)Shares used in calculation of basic and diluted net loss per share


26,839



32,341



26,594



30,507


---

|(1) |  | Sales and marketing expenses exclude amortization of stock-based compensation of $30 and $15 for the three months ended September 30, 2001 and 2002,
respectively and $201 and $52 for the nine months ended September 30, 2001 and 2002, respectively.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Research and development expenses exclude amortization of stock-based compensation of $1,431 and $244 for the three months ended September 30, 2001 and 2002,
respectively and $8,303 and $1,170 for the nine months ended September 30, 2001 and 2002, respectively.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | General and administrative expenses exclude amortization of stock-based compensation of $7 and $29 for the three months ended September 30, 2001 and 2002,
respectively and $30 and $80 for the nine months ended September 30, 2001 and 2002, respectively.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







See accompanying notes.




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WATCHGUARD TECHNOLOGIES, INC.





CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)


Nine Months Ended September 30,2001


2002OPERATING ACTIVITIES:Net loss

$
(26,775
)

$
(19,925
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization of property and equipment


1,634



2,078Amortization of goodwill


5,508



Amortization of other intangible assets


2,664



3,163Acquired in-process technology






1,179Amortization of stock-based compensation


8,534



1,302Noncash stock-based compensation restructuring charges


579



Changes in operating assets and liabilities:Trade accounts receivable, net


3,045



(2,063
)Inventories, net


1,322



391Prepaid expenses and other


(1,055
)


(341
)Other intangibles, net and other assets


(93
)


(28
)Accrued restructuring charges


863



2,933Accounts payable, accrued expenses and other liabilities


(2,320
)


3,593Deferred revenue


5,036



2,101NET CASH USED IN OPERATING ACTIVITIES


(1,058
)


(5,617
)INVESTING ACTIVITIES:Purchases of equipment and furniture and other


(1,793
)


(888
)Proceeds from sale and maturity of marketable securities


157,457



96,263Purchases of marketable securities


(147,738
)


(77,142
)Net cash paid in connection with the acquisition of RapidStream






(16,793
)NET CASH PROVIDED BY INVESTING ACTIVITIES


7,926



1,440FINANCING ACTIVITIES:Proceeds from the exercise of common stock options and the sale of common stock through the employee stock purchase
plan


1,873



1,004NET CASH PROVIDED BY FINANCING ACTIVITIES


1,873



1,004NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


8,741



(3,173
)CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD


13,837



13,958CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
22,578


$
10,785SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Adjustment to deferred stock-based compensation for options cancelled

$
1,392


$
47


---

See accompanying notes.




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WATCHGUARD TECHNOLOGIES, INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION





Description of Business





WatchGuard Technologies, Inc. (WatchGuard) is a provider of
Internet security solutions designed to protect enterprises that use the Internet for electronic commerce and secure communications.





Interim Financial Information





The accompanying consolidated unaudited
financial statements of WatchGuard, which include the December 31, 2001 balance sheet that was derived from audited consolidated financial statements, have been prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial
statements. In the opinion of management, the unaudited financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation. Operating results for the three-month and nine-month periods ended
September 30, 2002 are not necessarily indicative of the results that may be expected for future quarters or for the year ending December 31, 2002. The financial statements should be read in conjunction with the financial statements and related
notes for the year ended December 31, 2001 included in WatchGuards annual report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 28, 2002.





NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Revenue Recognition





WatchGuard recognizes revenue in accordance with accounting
standards for software companies, including Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9, and related interpretations, including Technical Practice Aids. In December 1999, the SEC issued Staff
Accounting Bulletin (SAB) 101, Revenue Recognition in Financial Statements. SAB 101 summarizes certain of the SECs views in applying generally accepted accounting principles to revenue recognition in financial statements.
WatchGuard believes its current revenue recognition policies and practices are consistent with the current accounting standards.





WatchGuard generates revenues through sales of its Firebox and RapidStream Secured by Check Point products, including related software licenses, subscriptions for its LiveSecurity Service, which includes access to
technical support, software updates, threat responses, expert editorials, support flashes, virus alerts and interactive training, and sales of ServerLock products. Software license revenues are generated from licensing the rights to use
WatchGuards products directly to end-users, from sublicense fees from resellers and distributors and from sales of its managed security solution products to Internet service providers and other service providers that utilize WatchGuards
products to provide managed security services to their customers.





Revenues from software license agreements are
generally recognized upon delivery of software if persuasive evidence of an arrangement exists, collection is probable, the fee is fixed and determinable, and vendor-specific objective evidence of fair value for undelivered elements of the
arrangement has been established. Vendor-specific objective evidence is typically based on the price charged when an element is sold separately or, if an element is not sold separately, on the price established by authorized management, if it is
probable that the price, once established, will not change before market introduction. WatchGuard uses the residual method, as defined in SOP 98-9, to allocate revenues to delivered elements once it has established vendor-specific objective evidence
for all undelivered elements. Under the residual method, any discount in the arrangement is allocated to the delivered element.





WatchGuard provides an estimated returns and allowances reserve for return rights, pricing protection rights and promotional rebates for most of its customers. A customers return rights are generally limited to the lesser of
its on-hand inventory or a percentage of the customers purchases for the previous quarter. Pricing protection rights, offered to many of WatchGuards customers, are generally limited to 60 to 90 days after notification of a price change.
The promotional rebates vary by type and term and are earned by customers in accordance with various conditions. Revenues are reduced by the provision for estimated returns and allowances at the time the sales are made. Some of WatchGuards
distributors have unlimited stock return and rotation rights. Revenues from these distribution arrangements are not recognized until the distributors sell the products to their customers. Revenues from LiveSecurity Service subscriptions are
recognized ratably




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over the term of the contract, typically 90 days to two years. WatchGuards payment terms typically range from 30 to 60 days.





Net Loss Per Share





Basic and diluted net loss per share is calculated using the average number of shares of common stock outstanding. Other common stock equivalents, including stock options, are excluded from the
computation because their effect is antidilutive.





Principles of Consolidation





The consolidated financial statements include the accounts of WatchGuard and its wholly owned
subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.





Comprehensive Loss





WatchGuards investments consist of corporate and
government debt securities, are considered available-for-sale, and are stated at fair value, with unrealized gains and losses included as a component of stockholders equity. During the three-and nine-month periods ended September 30, 2002,
there were no material realized gains or losses on securities available-for-sale. All such investments mature within two years, with the weighted average life of the investment portfolio being approximately one year. The following table sets forth
the components of comprehensive loss (in thousands):





Three Months Ended September 30,


Nine Months Ended September 30,2001


2002


2001


2002Net loss

$
(5,893
)

$
(3,588
)

$
(26,775
)

$
(19,925
)Unrealized gain (loss) on investments


731



83



1,232



(369
)Comprehensive loss

$
(5,162
)

$
(3,505
)

$
(25,543
)

$
(20,294
)





Recent Accounting Pronouncements





In October 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets. WatchGuard adopted SFAS No. 144 on January 1, 2002. SFAS No. 144 supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets
to be Disposed Of, and the accounting and reporting provisions relating to the disposal of a segment of a business in Accounting Principles Board Opinion No. 30. In accordance with SFAS No. 144, the carrying value of intangible assets other
than goodwill, including primarily current technology acquired in the acquisitions of RapidStream, Inc. (RapidStream) and Qiave Technologies Corporation, and other long-lived assets is reviewed on a regular basis for the existence of facts or
circumstances, both internal and external, that may suggest impairment. To date, no such impairment has been indicated. As a result, the adoption of SFAS No. 144 had no material effect on WatchGuards operating results during the three- and
nine-month periods ended September 30, 2002. Should there be an impairment in the future, WatchGuard will measure the amount of the impairment based on discounted expected future cash flows from the impaired assets.





In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets. SFAS No. 141 requires business combinations completed after June 30, 2001 to be accounted for using the purchase method of accounting, and broadens the criteria for recording intangible assets separate from goodwill. SFAS No. 142
requires that goodwill and other indefinite lived intangibles no longer be amortized to earnings, but instead be reviewed for impairment on an annual basis or on an interim basis if circumstances change or if events occur that would reduce the fair
value of a reporting unit below its carrying value. WatchGuard determines fair value using the market value method or the present value method of measurement of future cash flows. Under the market value method, WatchGuard uses the quoted market
price of its common stock as of the measurement date as its best estimate of fair value. The present value method includes the estimation of a cash flow stream, applying a discount rate. The discount rate used is commensurate with the risks
involved, including the nature of the business, the time value of money, expectations about the amount or timing of future cash flows, and factors affecting liquidity. Impairment losses will be charged to earnings in the period they are determined.
The transitional impairment test prescribed by SFAS 142 was completed as of January 1, 2002 and no impairment was indicated. WatchGuard is currently in the process of performing its annual impairment analysis and expects to complete its analysis
before year-end, and should an impairment be identified, the corresponding charge will be recorded in the fourth




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quarter of 2002. Current technology and other separable intangible assets that do not have indefinite lives will continue to be amortized over their useful lives.





Effective January 1, 2002, WatchGuard adopted SFAS No. 141 and SFAS No. 142. Application of the new standards resulted in a
reclassification of the unamortized balance of an assembled workforce intangible in the amount of $390,000 to goodwill on January 1, 2002. This resulted in a net goodwill balance of $27.0 million (which, as of January 1, 2002, is no longer subject
to amortization but will be subject to evaluation for impairment) and a net balance of other intangibles of $9.8 million (which will continue to be amortized over their estimated useful lives of three to five years). The following table summarizes
the effect SFAS No. 142 would have had on net loss and basic and diluted net loss per share, had the statement been applied retroactively to the three-month and nine-month periods ended September 30, 2001 (in thousands, except per share data):





Three Months Ended September 30,


Nine Months Ended September 30,2001


2002


2001


2002Net lossNet loss  as reported

$
(5,893
)

$
(3,588
)

$
(26,775
)

$
(19,925
)Adjustment for amortization of goodwill


1,837







5,508



Net loss  as adjusted

$
(4,056
)

$
(3,588
)

$
(21,267
)

$
(19,925
)Basic and diluted net loss per shareBasic and diluted net loss per share  as reported

$
(0.22
)

$
(0.11
)

$
(1.01
)

$
(0.65
)Amortization of goodwill, per share


0.07







0.22



Basic and diluted net loss per share  as adjusted

$
(0.15
)

$
(0.11
)

$
(0.79
)

$
(0.65
)





The following table summarizes other intangibles, net and other
assets as of December 31, 2001 and September 30, 2002 (in thousands):





December 31,


September 30,2001


2002Current technology

$
13,376


$
23,342Accumulated amortization


(3,614
)


(6,777
)9,762



16,565Other assets


376



578$
10,138


$
17,143





Current technology will be amortized over their remaining useful
lives through 2007. The remaining amortization is expected to be $1.2 million for the remainder of 2002 and $4.7 million, $4.3 million, $3.8 million, $2.0 million and $500,000 for the years 2003, 2004, 2005, 2006 and 2007, respectively.





Reclassifications





Certain prior-period items have been reclassified to conform to the current-period presentation.





NOTE 3BALANCE SHEET ACCOUNT DETAIL(in thousands)





Trade Accounts Receivable, Net





Trade accounts receivable, net consisted of the
following:





December 31, 2001


September 30, 2002Trade accounts receivable

$
9,202


$
11,074Reserve for returns and allowances


(2,046
)


(1,798
)Allowance for uncollectible accounts


(793
)


(499
)


$
6,363

$
8,777




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Inventories, net





Inventories, net consisted of the following:





December 31, 2001


September 30, 2002Finished goods

$
4,015


$
4,445Components


746



1,0434,761



5,488Inventory reserves


(348
)


(659
)$
4,413


$
4,829





Accrued expenses and other liabilities





Accrued expenses and other liabilities consisted of the following:





December 31, 2001

September 30, 2002Accrued payroll-related expenses

$
1,395

$
2,470Accrued restructuring costs


1,486


4,419Acquisition-related liabilities





1,528Other


2,105


3,044$
4,986

$
11,461





NOTE 4BUSINESS RESTRUCTURINGS





During the quarter ended June 30, 2002, WatchGuard recorded restructuring charges of approximately $4.3 million. Approximately $3.7
million of these charges relates to the 2002 restructuring plan and $524,000 relates to revised estimates under the 2001 restructuring plan. No adjustments to the remaining reserves were required in the three-month period ended September 30, 2002.





2001 Restructuring





In the second quarter of 2001, WatchGuard announced a restructuring plan designed to streamline operations and reduce operating costs. This restructuring plan included a
reduction in workforce and a consolidation of excess facilities, in addition to other cost-saving strategies. As part of the restructuring plan, WatchGuard exited the consumer security market and terminated various original equipment manufacturer
agreements to develop product and services for that market, and streamlined operations in support of new products and services aimed at business customers. As a result of this restructuring, WatchGuard recorded a $2.9 million restructuring charge in
the quarter ended June 30, 2001. Additional charges of $800,000 and $524,000 were recorded related to the restructuring during the quarters ended December 31, 2001 and June 30, 2002, respectively. The additional restructuring costs recorded in the
second quarter of 2002 relate to revised estimates of the costs associated with the consolidation and sublease of excess facilities.





As part of this reorganization, WatchGuard implemented a workforce reduction of 50 employees, which represented approximately 16% of WatchGuards employee base at that time and included employees
from all of WatchGuards functional areas. All such employees were terminated prior to June 30, 2001. Other expenses associated with the reorganization consisted of stock-based compensation expense associated with the acceleration of vesting of
stock subject to repurchase and stock options held by terminated employees, the discontinuation of the consumer security market products and the abandonment of facilities and equipment. Costs that related to ongoing operations were not included as
restructuring charges. All restructuring charges have been paid as of September 30, 2002, except accrued amounts primarily related to losses for the lease buyout or sublease of abandoned facilities, which are expected to be realized through
September 2006. Revenues recorded from the consumer security market were insignificant prior to the restructuring.




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The accrued liability relating to this restructuring as of December 31, 2001 and activity recorded
through September 30, 2002 is as follows (in thousands):





Accrued restructuring balance at December 31, 2001

Additional charges in 2002

Amounts paid


Accrued restructuring balance at September 30, 2002Accrued liabilities related to abandoned facilities and other

$
1,486

$
524

$
(683
)

$
1,327





2002 Restructuring





In the second quarter of 2002, WatchGuard implemented a restructuring plan primarily designed to eliminate redundancies and excess
headcount resulting from the acquisition of RapidStream (see note 5), which included a reduction in workforce, consolidation of excess facilities and elimination of technology-related contracts that are no longer required or part of
WatchGuards strategy. As a result of this restructuring, WatchGuard recorded a $3.7 million restructuring charge during the second quarter of 2002. The restructuring charge for the nine-month period ended September 30, 2002 included the
following (in thousands):





Restructuring charges

Amounts paid or charged


Accrued restructuring balance at September 30, 2002Severance and termination benefits

$
529

$
(517
)

$
12Costs related to cancellation of technology-related Contracts


542


(42
)


500Abandoned facilities and other


2,677


(97
)


2,580Total

$
3,748

$
(656
)

$
3,092





As part of this reorganization, WatchGuard implemented a workforce
reduction of 36 employees, which represented approximately 10% of WatchGuards post-acquisition employee base and included employees from all of WatchGuards functional areas. All such employees were terminated prior to June 30, 2002.
Other costs associated with the reorganization consist of contract terminations and the consolidation of excess facilities. Costs that related to ongoing operations were not included as restructuring charges. Restructuring charges for severance and
termination benefits are expected to be paid by December 31, 2002, while accrued amounts related to losses for the lease buyout or sublease of abandoned facilities of approximately $2.6 million at September 30, 2002 are expected to be realized
through 2007. Any costs of eliminating technology contracts will be realized when contract terminations are completed or existing related litigation is resolved.





NOTE 5ACQUISITION OF RAPIDSTREAM, INC.





On April 2, 2002, WatchGuard
acquired all of the outstanding capital stock of RapidStream, a privately held provider of ASIC (application specific integrated circuit)-based firewall and virtual private networking (VPN) appliances. The acquisition of RapidStream brings ASIC
technology that will allow WatchGuard to address a new class of customer that requires enterprise-level networking functionality and VPN scalability. The results of RapidStreams operations have been included in WatchGuards consolidated
financial statements since the date of acquisition.





The total RapidStream acquisition cost of $51.2 million was
comprised of (a) $16.5 million in cash, (b) 4.92 million shares of WatchGuard common stock valued at $31.0 million, based on the closing sales price of WatchGuard common stock on April 2, 2002, the closing date of the merger, (c) WatchGuards
assumption of RapidStreams obligations under its stock option plan, resulting in the conversion of RapidStream options into options to purchase 318,251 shares of WatchGuard common stock valued at approximately $1.8 million using the
Black-Scholes pricing model and the following assumptions: risk-free interest rate of 4.75%, an expected life of 5 years and a volatility of 1.37, and (d) $1.9 million in acquisition costs. Deferred stock-based compensation associated with the
conversion of unvested RapidStream stock options and the issuance of restricted stock was $601,000. An aggregate of approximately 1.2 million shares of the WatchGuard common stock




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issuable as merger consideration will be held in escrow for one year from the effective time of the merger, to secure the indemnification
obligations of the RapidStream shareholders under the merger agreement.





In connection with the execution of the
merger agreement, the officers and directors of RapidStream who were shareholders and their respective affiliates entered into a shareholders agreement. Under the terms of the shareholders agreement, these shareholders and affiliates agreed, among
other things, to certain lockup restrictions on the resale of the shares of WatchGuard common stock they received in the merger. Shareholders and affiliates who beneficially own an aggregate of 2,988,769 shares of WatchGuard common stock each agreed
not to sell or otherwise transfer more than 6.25% of the WatchGuard shares received in the merger (Lockup Shares) until 90 days after the effective time of the merger, and no more than 10% of such Lockup Shares in any month thereafter until the
one-year anniversary of the effective time. In addition, two shareholders who beneficially own an aggregate of 348,233 shares of WatchGuard common stock agreed not to sell or otherwise transfer any of their Lockup Shares until two years after the
effective time, except that 5% of the Lockup Shares were released from the lockup restriction three months after the effective time, 5% were released six months after the effective time, 10% will be released one year after the effective time and 20%
will be released on the last day of each three-month period thereafter. Finally, one shareholder who beneficially owns 340,878 shares of WatchGuard common stock agreed not to sell or otherwise transfer any of his Lockup Shares until 90 days after
the effective time and no more than 10% of his Lockup Shares in any month thereafter until the one-year anniversary of the effective time.





In the event that the average of the high and low sales prices of WatchGuard common stock on the first anniversary of the closing date, April 2, 2003, is less than the average of the high and low sales prices of WatchGuard
common stock on the closing date of the merger, WatchGuard will make an aggregate cash payment to the former holders of RapidStream common stock equal to the product of 0.42 multiplied by the difference between (i) the average trading price on the
closing date, $6.32, discounted to reflect the effect on fair market value of the lockup restrictions on the Lockup Shares and (ii) the average trading price on the first anniversary of the closing date, multiplied by the number of shares of
WatchGuard common stock issued to and held by the former holders of RapidStream common stock, or up to approximately 915,000 shares.





WatchGuard is in the process of calculating the final value of assets acquired in the RapidStream acquisition. Any future adjustments to the asset values will affect the purchase price. The following table summarizes the
purchase price allocation as of September 30, 2002 (in thousands):





Tangible assets and liabilitiesCash

$
2,183Accounts receivable, net


351Inventory, net


808Fixed assets, net


891Other assets


361Accounts payable and accrued liabilities


(3,842
)Deferred revenue


(79
)Total fair value of RapidStream tangible assets, net of liabilities


673Current technology


9,966Goodwill


38,738Acquired in-process research and development


1,179Total purchase price


50,556Deferred stock-based compensation


601Total consideration, including deferred stock-based compensation

$
51,157




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Tangible assets and liabilities.    Tangible
assets and liabilities are recorded at fair value. The accounts payable and accrued liabilities of approximately $3.8 million included acquisition related liabilities of approximately $2.7 million for severance and termination costs associated with
RapidStream employees, costs related to the abandonment of excess facilities, a liability reflecting the fair value of an over-market lease, and other costs. Amounts recorded related to these items and accrued balances remaining at September 30,
2002 were as follows (in thousands):





Acquisition Liabilities at April 2, 2002

Amounts paid or charged


Balance at September 30,
2002Severance and termination costs

$
634

$
(603
)

$
31Over-market lease and abandoned facilities and other


2,020


(523
)


1,497Total acquisition-related liabilities

$
2,654

$
(1,126
)

$
1,528





As part of the acquisition, WatchGuard terminated 21 employees from
the original RapidStream workforce. All of these employees were terminated prior to September 30, 2002. Other acquisition-related costs include consolidation of excess facilities for which WatchGuard is currently attempting to negotiate a sublease,
and an adjustment to fair value for an over-market lease. All acquisition-related liabilities are expected to be realized by December 31, 2002, except accrued amounts related to losses for the consolidation of excess facilities and over-market lease
of approximately $1.5 million at September 30, 2002, which are expected to be realized through 2004.





Current technology.    Values assigned to current technology were determined using the income approach. Under the income approach, fair value reflects the present value of the projected cash flows
that are expected to be generated by the products incorporating the current technology. To determine the value of current technology, WatchGuard discounted the expected future cash flows of the existing technology products at a rate of 15%, taking
into account risks related to the characteristics and applications of each product, existing and future markets and assessments of the life-cycle stage of each project. Based on this analysis, WatchGuard capitalized the existing technology that had
reached technological feasibility. The projected revenues used in the income approach are based on the future revenues that will most likely be generated by the commercial sales of the technology. The current technology will be amortized over the
estimated useful lives of 5 years.





Gross profit was assumed to be 58% in the partial year of 2002, 60% in 2003
and 70% in each of the remaining three years of the five-year projection period. Operating expenses, including sales and marketing, research and development and general and administrative costs, were assumed to be 79% of revenues in the initial year
of the projection, declining to 29% in 2003 and 38% for each of the three remaining years.





WatchGuard used a 15%
discount rate for valuing the current technology. In arriving at the discount rate, WatchGuard considered the implied rate of the transaction and the weighted average cost of capital. WatchGuard also took into account risks related to the
characteristics and applications of each project, existing future markets and assessments of the life cycles of each project.





Goodwill.    The value assigned to goodwill represents the excess of the purchase price over the sum of the amounts assigned to identifiable assets acquired less liabilities assumed. A value of
approximately $38.7 million was assigned to goodwill in the acquisition. In accordance with SFAS 142, goodwill will not be amortized but will be reviewed for impairment.





Acquired in-process research and development.    Values assigned to the acquired in-process research and development (IPR&D) were
determined using an income approach. To determine the value of the IPR&D, WatchGuard considered, among other factors, the state of development of each project, the time and cost needed to complete each project, expected income and associated
risks, which included the inherent difficulties and uncertainties in completing the project and achieving technological feasibility and risks related to the viability of and potential changes in future target markets. This analysis resulted in
amounts assigned to IPR&D for projects that had not yet reached technological feasibility and do not have alternative future uses. The entire $1.2 million allocated to acquired IPR&D was expensed on the date of acquisition.





At the time of the acquisition, three IPR&D projects were identified as being related to future products for which
technological or commercial feasibility had not yet been established and that did not have an alternative future use. WatchGuard analyzed each project, using estimated percentage completion factors ranging from less than 10% to 65%. Revenue growth
rates for RapidStreams IPR&D were assumed to be as high as 175% in the year after the year of introduction and decreasing each year to a negative growth rate of 35% in the final year of the five-year projection period. Projected annual
revenues related to IPR&D ranged from approximately $1.6 million to $5.0 million over the term of the projections. These projections were based on aggregate revenue growth rates for the business as a whole, anticipated growth rates for the
Internet security market, anticipated product development and product introduction cycles and the estimated life of the underlying technology.




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Gross profit was assumed to be 58% in the partial year of 2002, 60% in 2003 and
70% in each of the remaining three years of the five-year projection period. Operating expenses, including sales and marketing, research and development and general and administrative costs, were assumed to be 161% of revenues in the initial year of
the projection, declining to 29% in 2003 and 38% for each of the three remaining years.





WatchGuard used a 25%
discount rate for valuing the acquired IPR&D. In arriving at the discount rate, WatchGuard considered the implied rate of the transaction and the weighted average cost of capital. WatchGuard also took into account risks related to the
characteristics and applications of each project, existing future markets and assessments of the life cycles of each project.





Deferred compensation.    A total of approximately $601,000 of deferred stock-based compensation was recorded in connection with the acquisition. Approximately $419,000 of the deferred stock-based
compensation was due to WatchGuards assumption of unvested options to purchase RapidStream common stock. This deferred stock-based compensation was based on the intrinsic value of the unvested options at the closing date of the merger. In
addition, before the close of the merger, twelve RapidStream employees were allowed to exercise a portion of their unvested options. The WatchGuard stock that was acquired by the former RapidStream employees in exchange for the RapidStream stock
acquired upon the exercise of these options is considered restricted and the restrictions will lapse over the original vesting term of the options. Additionally, because the shares of RapidStream were exchanged for a cash payment in addition to
shares of WatchGuard common stock, the cash payment related to the restricted shares is also subject to the same vesting period. The total number of restricted shares is 25,281 and the intrinsic value of the arrangement in the amount of $182,000 is
recorded as deferred compensation, based on the fair value of WatchGuard common stock on the closing date of the merger.





Pro forma results.    The following unaudited pro forma combined historical results for the three months ended September 30, 2001 and the nine months ended September 30, 2001 and 2002 are presented
as if RapidStream had been acquired on January 1, 2001 and 2002. Because the acquisition occurred prior to the beginning of the quarter ended September 30, 2002, the combined results for that quarter are included in the consolidated statements of
operations above and therefore, no pro forma results are given below. The pro forma results, which exclude the nonrecurring one-time charge in 2002 of $1.2 million for IPR&D, are presented below (in thousands, except per share data):





Three Months Ended September 30,


Nine Months Ended September 30,2001


2001


2002Total revenues, net

$
17,737


$
53,019


$
54,109Net loss

$
(10,575
)

$
(42,456
)

$
(24,125
)Pro forma basic and diluted net loss per share

$
(0.33
)

$
(1.35
)

$
(0.75
)





NOTE 6SUBSEQUENT EVENTS





On October 24, 2002, WatchGuard announced that its Board of Directors approved the repurchase by the Company of up to $8 million of its common stock. Depending on
market conditions and other factors, repurchases may be made from time to time in the open market and in negotiated transactions, including block transactions, and may be discontinued at any time.




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ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS





The following discussion and analysis provides information that we
believe is relevant to an assessment and understanding of WatchGuards financial condition and results of operations. The discussion should be read in conjunction with the consolidated financial statements and the notes to the financial
statements. References to we, our and us in this quarterly report refer to WatchGuard Technologies, Inc. and our wholly owned subsidiaries.





Forward-Looking Statements





Our disclosure and analysis
throughout this quarterly report on Form 10-Q contain forward-looking statements, which disclose our current plans, objectives, expectations or beliefs regarding future events. Forward-looking statements in this quarterly report include, without
limitation, statements regarding:





| |  |  | possible or assumed future operating results, trends in financial results and our business plans, including those relating to earnings growth and revenue
growth;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | the benefits we may realize from our acquisition of RapidStream, Inc. and our relationship with Check Point Software Technologies Ltd. related to that
acquisition and their expected effect on our future operating results;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | our costs and operating expenses relative to our revenues and the expected composition of our revenues and expenses;
| | - |  | --------------------------------------------------------------------------------------------------------------------




| |  |  | statements about our future capital requirements and the sufficiency of financial resources;
| | - |  | --------------------------------------------------------------------------------------------




| |  |  | the anticipated timing of new product releases;
| | - |  | -----------------------------------------------




| |  |  | our plans, objectives, expectations and intentions; and
| | - |  | -------------------------------------------------------




| |  |  | other information that is not historical fact.
| | - |  | ----------------------------------------------




We use words such as may, will, should, believe, expect, intend, plan and future, and similar
expressions, to identify forward-looking statements, but the absence of these words does not mean that the statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on
inaccurate assumptions that could cause our actual results to differ significantly and materially from those expressed or implied by the forward-looking statements. Our actual results could differ materially from those anticipated in the
forward-looking statements for many reasons, including the risk factors described below under the heading Important Factors That May Affect Our Operating Results, Our Business and Our Stock Price. You should carefully consider those risk
factors in evaluating our forward-looking statements.





We do not assume responsibility for the accuracy and
completeness of any forward-looking statement. You should not unduly rely on these forward-looking statements, which apply only as of the date of this quarterly report. We do not intend to update any forward-looking statement after the date of this
report to conform the statement to actual results or to reflect new information, circumstances or events, except as required by law. You should, however, review the factors and risks we describe in the reports we file from time to time with the
Securities and Exchange Commission, or SEC.





Overview





WatchGuard is a leading provider of Internet security solutions designed to protect enterprises that use the Internet for electronic commerce and secure communications. Our
award-winning products and services include our Firebox and RapidStream Secured by Check Point firewall and virtual private network, or VPN, appliances for access control and secure communications and our ServerLock technology and
anti-virus solution for content and application security for servers and desktops. Our innovative subscription-based LiveSecurity Service delivers threat responses, software updates, expert editorials, support flashes and virus alerts over the
Internet, which enables enterprises to protect their data and communications in a continuously changing environment, with minimal effort. Our core market includes small to medium sized enterprises, or SMEs, and large Internet-distributed
enterprises, or IDEs, with ultra-high-speed connections supporting VPNs between the IDEs and their geographically dispersed branch offices. Our acquisition of RapidStream in April 2002




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provides us with advanced ASIC-based technology, a family of high-performance systems and a relationship with Check Point that allow us to
address new classes of customers that require a high-performance security solution with enterprise-level networking functionality and VPN scalability or a Check Point security solution with a high-performance hardware platform.





Critical Accounting Policies





Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and
accompanying notes. On an ongoing basis, we evaluate significant estimates used in preparing our financial statements, including sales returns and allowances, bad debt, inventory reserves, restructuring reserves, intangible assets and deferred
taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates if our assumptions change or if actual circumstances differ from those in our assumptions.





We believe the following critical accounting policies affect the more significant judgments and estimates used in preparing our
consolidated financial statements.





Revenue Recognition





Revenue recognition rules for software companies are very complex. Although we follow very specific and detailed guidelines in measuring revenue, certain judgments affect
the application of our revenue policy. The complexity of the revenue recognition rules and estimates inherent in the revenue recognition process makes revenue results difficult to predict, and any shortfall in revenue or delay in recognizing
revenues could cause our operating results to vary significantly from quarter to quarter and could result in future operating losses.





We generate revenues through:





| |  |  | sales of products and service subscriptions indirectly through our distribution network at a discount from list price;
| | - |  | ----------------------------------------------------------------------------------------------------------------------




| |  |  | sales of products and service subscriptions directly and, from time to time, indirectly through our distributors, to our service provider customers at volume
pricing rates; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | sales of service subscription renewals directly to end-users.
| | - |  | -------------------------------------------------------------




Product revenues include:





| |  |  | sales of our security appliance and the perpetual software license fees for our Firebox Systems, including the recently released Firebox Vclass originating with
our acquisition of RapidStream, that are bundled with the sale of our security appliance as part of our security solutions;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | hardware sales of our RapidStream Secured by Check Point line of high performance security appliances, as introduced in the second quarter of 2002;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | revenues from sales of software options, such as user expansion and software management modules;
| | - |  | ------------------------------------------------------------------------------------------------




| |  |  | sales of our ServerLock products and anti-virus solutions for server content, application and desktop security; and
| | - |  | -------------------------------------------------------------------------------------------------------------------




| |  |  | revenues from sales of our NOC security suite software license as part of our managed security solution.
| | - |  | --------------------------------------------------------------------------------------------------------




Service revenues primarily include the annual fees for our LiveSecurity Service, which is sold as part of our security solutions, and for
LiveSecurity Service subscription renewals from our enterprise customers and end-users. These service fees provide our customers access to our LiveSecurity Service for product updates, security threat responses, general security information and
technical support. These service fees also enable our service provider customers access to the LiveSecurity Service and the ability to manage and update a specific number of their customers security appliances.




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Revenues from products are generally recognized upon delivery if persuasive
evidence of an arrangement exists, collection is probable, the fee is fixed and determinable, and vendor-specific objective evidence of fair value for undelivered elements of the arrangement has been established. While we generally recognize product
revenues upon shipment, revenues on product sales for some of our major distributors are recorded when these distributors have sold the product to their customers. Service subscription revenues are recognized ratably on a monthly basis, generally
over periods ranging from 90 days to two years.





We have established a sales returns and allowances reserve to
address the return rights, pricing protection rights, and promotional rebates that may be earned by our customers. We estimate these reserves and adjust them periodically based on historical rates of returns and allowances, as well as the expected
effect of current promotional programs and new product introductions. If new or expanded promotional programs are introduced, or new products are announced, additional allowances may be required.





Bad Debts





We maintain allowances for
doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Significant judgment is required when we assess the ultimate realization of receivables, including the probability of collection and the
creditworthiness of each customer. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances might be required.





Inventory Valuation





Our inventories are stated at the lower of cost or market, with cost being determined on a first-in, first-out basis. We write our inventories down to estimated market value based on assumptions about future demand and market
conditions. Variation in market trends, customer preferences and introduction of new products that replace existing products or technological advances could, however, significantly affect these estimates and result in additional inventory
write-downs.





Restructuring





In 2001 and 2002, we recorded significant accruals related to our restructuring plans. These accruals included estimates related to the abandonment of excess facilities. We had to adjust the 2001
restructuring accrual due to the changing real estate market in the areas where these excess facilities are located. The actual costs related to the restructuring may differ from the estimate if it takes us longer than expected to find suitable
tenants, if there are further changes in the real estate market in those areas where excess facilities are located, if we are unable to negotiate affordable contract termination fees or are subject to costly litigation or if costs related to
existing litigation associated with contract terminations are greater than expected. Any additional adjustments resulting from these factors could have a material effect on our financial position and operating results.





Asset Impairment





Our business acquisitions have resulted in, and future acquisitions typically will result in, the recording of goodwill, which represents the excess of the purchase price over the fair value of assets acquired as well as capitalized
technology and other definite-lived intangible assets. These assets are periodically reviewed for potential impairment indicators. Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions and
operational performance of the acquired business. Future events could cause us to conclude that impairment indicators exist and that goodwill or other long-lived assets are impaired. Any resulting impairment loss could have a material adverse effect
on our financial position and operating results.





In October 2001, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. We adopted SFAS No. 144 on January 1, 2002. SFAS No. 144 supercedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions relating to the disposal of a segment of a business in Accounting Principles Board Opinion No. 30. In accordance with SFAS No.
144, the carrying value of intangible assets, other than goodwill, and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances, both internal and external that may suggest impairment. Although revenues
resulting from the acquisition of Qiave Technologies Corporation have thus far failed to meet our expectations, estimation of future cash flow streams does not indicate an impairment exists at September 30, 2002. WatchGuard intends to integrate
certain of the Qiave technology into




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its core product offerings. If this integration is unsuccessful and the revenues from the sale of Qiave products separate from our core product
offerings continue to fall below expectations, impairment may be indicated in the future. In addition, no such impairment has been indicated relating to the RapidStream acquisition. As a result, the adoption of SFAS No. 144 had no material effect on
our operating results during the three- and nine-month periods ended September 30, 2002. Should there be an impairment in the future, we will measure the amount of the impairment based on discounted expected future cash flows from the impaired
assets.





Goodwill and other intangibles, including purchased technology, represent the excess of the purchase
price over the fair value of net assets acquired. Before 2002, we amortized goodwill on a straight-line basis over its estimated useful life of five years. With the required adoption of SFAS No. 142, Goodwill and Other Intangible Assets,
beginning January 1, 2002, we no longer amortize goodwill to earnings. Instead, goodwill will be reviewed for impairment on an annual basis or on an interim basis if circumstances change or if events occur that reduce the fair value of a reporting
unit below its carrying value. WatchGuard determines fair value using the market value method or the present value method of measurement of future cash flows. The transitional impairment test as prescribed by SFAS 142 was completed as of January 1,
2002 and no impairment was indicated. WatchGuard is currently in the process of performing its annual impairment analysis and expects to complete its analysis before year-end, and, should an impairment be identified, the corresponding charge will be
recorded in the fourth quarter of 2002, as impairment losses are charged to earnings in the period in which they are identified. In assessing the recoverability of our goodwill and other intangible assets, we must make assumptions regarding
estimated future cash flows and other factors to determine the fair value of the respective assets. Our future cash flows are based on current volume and pricing levels with anticipated rates of growth and change. If our estimated future cash flow
or their related assumptions were to change, we would be required to record impairment charges for these assets for which the carrying value is not supported by the future cash flows. Separable intangible assets that do not have indefinite lives
will continue to be amortized over their useful lives.





Deferred Taxes





We provide a valuation allowance for deferred tax assets that cannot be currently recognized due to our cumulative losses and the
uncertainty as to future recoverability. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that we would be
able to realize the deferred tax assets in the future, an adjustment to the deferred tax asset would increase income in the period that determination was made.





Acquisition of RapidStream, Inc.





On April 2, 2002, we acquired RapidStream, a
privately held provider of high-performance, ASIC-based firewall and VPN appliances. The acquisition of RapidStream brings advanced ASIC technology and a family of high-performance systems that will allow us to address a new class of customer that
requires a high-performance security solution with enterprise-level networking functionality and VPN scalability. Immediately after the RapidStream acquisition, WatchGuard announced a partnership with Check Point to deliver a new class of
high-performance VPN/security appliances integrating Check Point next-generation software. These Secured by Check Point appliances were developed by RapidStream.





The acquisition of RapidStream has had, and is expected to continue to have, a significant impact on our financial position and operating results for 2002. Specifically:





| |  |  | we began initial shipment of ASIC-based products originating from our acquisition of RapidStream late in the second quarter of 2002 and expect product revenues
to increase during the remainder of 2002 due to sales of these products. Given the current economic uncertainty, however, it is difficult to predict revenue levels in future quarters;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | product returns may increase due to sales of a new product resulting from the acquisition;
| | - |  | ------------------------------------------------------------------------------------------




| |  |  | stock-based compensation has increased due to deferred stock-based compensation associated with the acquisition;
| | - |  | ----------------------------------------------------------------------------------------------------------------




| |  |  | we have recorded additional amounts for goodwill and other intangibles;
| | - |  | -----------------------------------------------------------------------




| |  |  | amortization expense on definite-lived intangibles will increase;
| | - |  | -----------------------------------------------------------------



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| |  |  | a restructuring charge of approximately $3.7 million has been recorded as we implemented a plan primarily designed to eliminate redundancies and excess
headcount resulting from the acquisition. This plan included a reduction in workforce, consolidation of excess facilities and elimination of technology-related contracts that are no longer required or part of our strategy; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | we have expended approximately $19.0 million in cash in the second quarter of 2002 for consideration paid as part of the purchase price, acquisition-related
costs and additional costs of closing. This expenditure was partially offset by $2.2 million in cash held by RapidStream at the time of the acquisition.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Results of Operations





The following table provides
financial data for the periods indicated as a percentage of total revenues:





Three Months Ended September 30,


Nine Months Ended September 30,2001


2002


2001


2002Revenues:Product

74.2
%

70.9
%

75.8
%

69.8
%Service

25.8


29.1


24.2


30.2Total revenues

100.0


100.0


100.0


100.0Cost of revenues:Product

30.2


26.6


30.7


27.1Service

8.4


7.5


8.5


8.6Total cost of revenues

38.6


34.1


39.1


35.7Gross margin

61.4


65.9


60.9


64.3Operating expenses:Sales and marketing

42.7


44.1


44.8


46.9Research and development

23.9


26.4


27.3


29.9General and administrative

11.9


8.9


11.2


10.9Stock-based compensation

8.5


1.4


16.5


2.4Amortization of goodwill

10.6





10.6


Amortization of other intangible assets acquired

5.1


6.1


5.1


5.9Acquired in-process technology










2.2Restructuring charges







5.6


8.0Total operating expenses

102.9


87.0


121.0


106.3Operating loss

(41.4
)

(21.0
)

(60.1
)

(42.0
)Interest income, net

7.5


3.2


8.9


4.7Loss before income taxes

(34.0
)

(17.9
)

(51.2
)

(37.2
)Provision for income taxes

0.2





0.4


0.1Net loss

(34.1
)%

(17.9
)%

(51.6
)%

(37.3
)%





In the third quarter of 2002, we continued to see general global
economic weakness and deferral in spending by businesses on information technology. We believe this downturn began late in the fourth quarter of 2000 and has affected the demand for our products and services. Revenues increased from $51.9 million in
the nine months ended September 30, 2001 to $53.4 million in the nine months ended September 30, 2002. Our net loss decreased from $26.8 million, or $1.01 per share, in the nine months ended September 30, 2001 to $19.9 million, or $0.65 per share,
in the nine months ended September 30, 2002. The improvement in our net loss in the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001 is due mainly to reduced noncash stock-based compensation charges and
reduced amortization of goodwill in conjunction with the adoption of SFAS No. 142. Specifically, net losses for the nine months ended September 30, 2001 included $14.0 million of noncash charges related to both stock-based compensation and




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amortization of goodwill, and net losses for the nine months ended September 30, 2002 included $1.3 million of these noncash charges. These
reductions in noncash charges were partially offset by a $1.2 million acquired in-process technology expense that relates to our purchase of RapidStream in April 2002. A restructuring charge of $4.3 million for the nine months ended September 30,
2002 is a $1.4 million increase over the $2.9 million restructuring charge recorded for the nine months ended September 30, 2001. In addition, interest income has decreased from prior periods due to a reduction in cash balances resulting from
approximately $19 million expended for the RapidStream acquisition and to a decrease in the average rates of return.





In May 2002, as a part of our ongoing integration of RapidStream, we announced a restructuring plan to reduce our post acquisition cost structure. As part of this reorganization we have consolidated office facilities and eliminated
duplicate resources by reducing our staff by 36 employees, or approximately 10% of our workforce. As a result of this restructuring, during the second quarter of 2002, we recorded a $3.7 million restructuring charge. Additionally, a $524,000 revised
estimate expense pertaining to the 2001 restructuring plan was recorded in the quarter ended June 30, 2002.





Three Months Ended
September 30, 2001 and 2002





Revenues





Total revenues, which consist of product revenues and service revenues, increased from $17.3 million in the three months ended September 30, 2001 to $20.1 million in the
three months ended September 30, 2002, an increase of 16%. The increase in total revenues reflects a 31% service revenue increase and an 11% product revenue increase. The increase in product revenues for the three months ended September 30, 2002
reflects an increase in units shipped as a result of new product releases, in comparison to the three months ended September 30, 2001. The increase in service revenues results from previous deferrals attributable to bundled product revenues and
increased renewals of LiveSecurity Service subscriptions by our existing customer base.





Revenues in the Americas
and the rest of the world as a percentage of total revenues were approximately 47% and 53%, in the three months ended September 30, 2001 and approximately 45% and 55% in the three months ended September 30, 2002. In the three months ended September
30, 2002, global revenues from one of our distributors, Ingram Micro, Inc., accounted for $2.4 million, or approximately 12% of total revenues, and revenues from another of our distributors, Tech Data, accounted for $2.3 million, or approximately
12% of total revenues. In the three months ended September 30, 2001, global revenues from Ingram Micro accounted for $1.8 million, or 11% of total revenues, and revenue from Tech Data accounted for $2.1 million, or 12% of total revenues.





Product revenues increased from $12.8 million in the three months ended September 30, 2001 to $14.2 million in
the three months ended September 30, 2002. Product revenues as a percentage of total revenues decreased from 74% in the three months ended September 30, 2001 to 71% in the three months ended September 30, 2002. The product revenue dollar increase
was primarily due to an increase in unit volumes, in connection with new product introductions in the three months ended September 30, 2002. The decrease in product revenues as a percent of overall revenues reflects a greater increase in service
revenues resulting from an increased base of customers renewing their LiveSecurity Service subscriptions. Given the current economic uncertainty and slowdown in capital spending, it is difficult to predict revenue levels in future quarters, which
may be more variable than historically.





Service revenues increased from $4.5 million in the three months ended
September 30, 2001 to $5.9 million in the three months ended September 30, 2002, an increase of 31%. As a percentage of total revenues, service revenues increased from 26% in the three months ended September 30, 2001 to 29% in the three months ended
September 30, 2002. The increase in service revenue as a percent of overall revenue reflects an increased base of customers renewing their LiveSecurity Service subscriptions. Lower product sales in 2001 in comparison to 2000 have led to lower
service revenue growth for the nine-month period ended September 30, 2002 as compared to the same period in 2001 and is expected to lead to slower growth in service revenues during the remainder of 2002.





We have established a sales reserve for returns and allowances to address the return rights and pricing protection rights of, and
promotional rebates that may be earned by, some of our customers. This provision for sales returns and allowances was $2.4 million, or 12% of total revenues before returns and allowances, in the three months ended September 30, 2001 and $1.1
million, or 5% of total revenues before returns and allowances, in the three months ended September 30, 2002. The




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decrease in the provision as a percentage of total revenues reflects improved trends of actual returns and allowances. We expect to continue to
introduce new products and promotional programs each year, which may impact our reserve for sales returns and allowances.





Cost of
Revenues and Gross Margin





Total cost of revenues increased from $6.7 million in the three months ended
September 30, 2001 to $6.8 million in the three months ended September 30, 2002, an increase of 3%. As a percentage of total revenues, cost of revenues decreased from 39% in the three months ended September 30, 2001 to 34% in the three months ended
September 30, 2002. Correspondingly, gross margins, as a percentage of total revenues, increased from 61% in the three months ended September 30, 2001 to 66% in the three months ended September 30, 2002. Gross margins are impacted by various
factors, including the volume discount level contained in our channel partner agreements, the cost of our Firebox and RapidStream Secured by Check Point appliances, the mix of product and service sales, which may include hardware and
software products and service subscriptions or both, the cost of royalties associated with our products, and the costs of our technical support organization and LiveSecurity Service.





Cost of product revenues, which includes the cost of manufacturing our security appliances, the cost of our distribution operations, product packaging and third-party
product licensing fees, increased from $5.2 million in the three months ended September 30, 2001 to $5.3 million in the three months ended September 30, 2002, an increase of 2%. Cost of product revenues as a percentage of total product revenues
decreased from 41% in the three months ended September 30, 2001 to 37% in the three months ended September 30, 2002. The dollar increase in cost of product revenue was primarily due to higher cost of distribution operations. The decrease in cost of
product revenues as a percentage of total product revenues was primarily due to a product mix composition with a greater quantity of higher-margin products being sold. We expect product mix changes, which would result from increased sales of
higher-margin, enterprise-class Firebox products, to have a positive effect on gross margins.





Cost of service
revenues, which includes the costs of our technical support organization and costs associated with our LiveSecurity Service, were $1.5 million in both the three months ended September 30, 2001 and the three months ended September 30, 2002. As a
percentage of total service revenues, cost of service revenues decreased from 33% in the three months ended September 30, 2001 to 26% in the three months ended September 30, 2002, reflecting relatively stable costs concurrent with an expanded user
base. We expect service costs to increase in total dollar amount as our user base expands. In the longer term, as revenues from LiveSecurity Service subscriptions increase and account for a greater percentage of total revenues, we expect our service
margins to increase slightly.





Operating Expenses





Sales and Marketing.    Sales and marketing expenses include salaries, commissions and employee-related expenses and certain variable marketing
expenses, including distributor promotional costs, public relations costs, marketing collateral and trade show expenses. Sales and marketing expenses increased from $7.4 million in the three months ended September 30, 2001 to $8.6 million in the
three months ended September 30, 2002, an increase of 20%. As a percentage of total revenues, sales and marketing expenses increased from 43% of total revenues in the three months ended September 30, 2001 to 44% in the three months ended September
30, 2002. The dollar and percentage increases in sales and marketing expenses were primarily due to increases in payroll and related costs. This increase was partially offset by reduction in travel expenditures. Specifically, major components of the
increase included:





| |  |  | an increase in salaries, commissions, recruiting, consulting and related expenses from $2.9 million to $4.3 million;
| | - |  | --------------------------------------------------------------------------------------------------------------------




| |  |  | a decrease in travel costs from $950,000 to $570,000 as a result of changes in our sales organization.
| | - |  | ------------------------------------------------------------------------------------------------------




We expect that sales and marketing expenses will remain at the current level for the remainder of 2002.





Research and Development.    Research and development expenses include salaries, costs of noncapitalized
equipment and software tools, depreciation of capital equipment and software costs associated with our security appliance prototypes and payments to designers and contractors. Research and development expenses increased from $4.1 million in the
three months ended September 30, 2001 to $5.3 million in the three months ended September 30, 2002, an increase of 29%. As a percentage of total revenues, research and development expenses increased from 24% in the three months ended September 30,
2001 to 26% in the three months ended September 30, 2002. The dollar and percentage increases in research and




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development expenses reflect increased employee-related expenses from the RapidStream acquisition, as well as product integration costs to
accelerate the rollout of new products associated with the RapidStream acquisition. Specifically, major components of the increase included:





| |  |  | an increase in payroll and related expenses from $2.8 million to $3.9 million, the majority of which is related to our acquisition of RapidStream; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | an increase in security appliance prototype development and consulting costs from $390,000 to $765,000, primarily related to the continued integration of the
new RapidStream and Firebox products.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




We expect research and development expenses to remain at
the current level for the remainder of 2002. Thereafter, we expect to increase our research and development expenses in total dollar amounts to enhance and expand our current product offerings and develop new products.





General and Administrative.    General and administrative expenses include costs of executive, human
resource, finance and administrative support functions, provisions for uncollectible accounts and costs of legal and accounting professional services. General and administrative expenses declined from $2.1 million in the three months ended September
30, 2001 to $1.8 million in the three months ended September 30, 2002, a decrease of 13%. As a percentage of total revenues, general and administrative expenses decreased from 12% in the three months ended September 30, 2001 to 9% in the three
months ended September 30, 2002. The dollar and percentage decrease in general and administrative expenses reflects flat employee-related and professional service fees, coupled with a reduction in provision for bad debt as a result of tighter credit
policies implemented during a period of changing global economic conditions. We expect general and administrative expenses to increase in dollar amounts as we expand our infrastructure to manage the growth of our operations and as a result of
increases in costs associated with being a public company, payroll and related expenses and other general and administrative expenses.





Stock-Based Compensation.    Stock-based compensation expenses arise from amortization of previously deferred stock-based compensation over the vesting periods of common stock subject to repurchase
and stock options. Amortization of deferred stock-based compensation expenses was $1.5 million in the three months ended September 30, 2001 and $288,000 in the three months ended September 30, 2002. The decrease is primarily the result of
recognizing a much larger portion of the expense in the early quarters after an acquisition. In the three months ended September 30, 2002, the allocation of deferred stock-based compensation expenses associated with functional operating expense
categories was $15,000 for sales and marketing, $244,000 for research and development and $29,000 for general and administrative. In the three months ended September 30, 2001, the allocation of deferred stock-based compensation expenses associated
with functional operating expense categories was $30,000 for sales and marketing, $1.4 million for research and development and $7,000 for general and administrative.





Deferred stock-based compensation is recorded as a component of stockholders equity as the difference between the exercise price of options and the fair value of our
common stock on the date of grant, and for the value of common stock subject to repurchase that we issued in connection with our October 1999 acquisition of BeadleNet, our October 2000 acquisition of Qiave and our April 2002 acquisition of
RapidStream. In addition, deferred stock-based compensation is recorded for the fair value of stock options granted to consultants. We recorded $601,000 of deferred stock-based compensation in 2002 in connection with the RapidStream acquisition.





Amortization of Goodwill.    Amortization of goodwill related to our acquisitions of
BeadleNet and Qiave was $1.8 million in the three months ended September 30, 2001. There was no goodwill amortization in the three months ended September 30, 2002 due to the adoption on January 1, 2002 of SFAS No. 142, Goodwill and Other
Intangible Assets, which provides that goodwill no longer be amortized but instead be periodically reviewed for impairment. WatchGuard is currently in the process of performing its annual impairment analysis and expects to complete its
analysis before year-end, and, should an impairment be identified, the corresponding charge will be recorded in the fourth quarter of 2002.





Amortization of Other Intangible Assets Acquired.    Amortization of other intangible assets acquired consists of amortization of capitalized technology and other
definite-lived intangibles related to our acquisitions of BeadleNet, Qiave and RapidStream. Amortization of other intangible assets acquired was $887,000 in the three months ended September 30, 2001 and $1.2 million in the three months ended
September 30, 2002. The increase in amortization of other intangible assets acquired primarily results from our acquisition of RapidStream in April 2002. We will periodically review the carrying value of other intangible assets acquired for
impairment. Although revenues resulting from the acquisition of Qiave have thus far failed to meet our expectations, estimation of future cash flow streams does not indicate that an impairment exists at September 30, 2002.




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Interest Income





Interest income is generated from our investment of proceeds from the sale of common stock in our public offerings in 1999 and 2000. Interest income decreased from $1.3
million in the three months ended September 30, 2001 to $636,000 in the three months ended September 30, 2002. This decrease resulted from both a decrease in the average balance of invested funds due primarily to cash used for the acquisition of
RapidStream as well as from a decrease in the average rates of return.





Income Taxes





Income tax expense of $28,000 in the three months ended September 30, 2001 and zero in the three months ended September 30, 2002 primarily
relates to our provision for foreign income taxes associated with our international operations. We have experienced losses since inception, resulting in a net operating loss carry forward position for federal income tax purposes of approximately
$157 million as of September 30, 2002. These carry forwards, if not utilized, will begin to expire in 2011, and may be subject to limitations under Section 382 of the Internal Revenue Code. Additionally, approximately $104 million of the net
operating losses generated for federal income tax purposes are not available to reduce income tax expense for financial reporting purposes because the tax effects of tax deductions for employee stock options in excess of the related financial
reporting compensation expense are recognized through equity. A valuation allowance has been established to reflect the uncertainty of generating future taxable income necessary to utilize available tax loss carry forwards.





Nine Months Ended September 30, 2001 and 2002





Revenues





Total revenues increased from $51.9 million in the nine months ended
September 30, 2001 to $53.4 million in the nine months ended September 30, 2002, an increase of 3%. The increase in total revenues was primarily due to an increase in service revenues partially offset by the effects of a product mix with a greater
quantity of lower-priced products being sold. In the nine months ended September 30, 2001, revenues from one of our distributors, Ingram Micro, were $6.7 million, or approximately 13% of revenues, and revenues from another distributor, Tech Data,
were $5.5 million, or approximately 11% of revenues. In the nine months ended September 30, 2002, revenues from Ingram Micro were $6.1 million, or approximately 11% of revenues, and revenues from Tech Data were $7.3 million, or approximately 14% of
revenues. Revenues in the Americas and the rest of the world as a percentage of total revenues were approximately 44% and 56% in the nine months ended September 30, 2001 and 43% and 57% in the nine months ended September 30, 2002.





Product revenues decreased from $39.3 million in the nine months ended September 30, 2001 to $37.3 million in the nine months
ended September 30, 2002, a decrease of 5% and reflects primarily a change in product mix. As a percentage of total revenues, product revenues decreased from 76% in the nine months ended September 30, 2001 to 70% in the nine months ended
September 30, 2002, reflecting product mix changes and an increase in service revenues from an increased base of customers renewing their LiveSecurity Service subscriptions.





Service revenues increased from $12.5 million in the nine months ended September 30, 2001 to $16.2 million in the nine months ended September 30, 2002, an increase of 29%.
As a percentage of total revenues, service revenues increased from 24% in the nine months ended September 30, 2001 to 30% in the nine months ended September 30, 2002. The increases reflect a growing customer base and increased renewals of
LiveSecurity subscriptions, as well as the lower product revenues discussed above.





The provision for sales
returns and allowances was $4.5 million, or 9% of total revenues before returns and allowances, in the nine months ended September 30, 2001 and $3.6 million, or 6% of total revenues before returns and allowances, in the nine months ended September
30, 2002. The provision as a percentage of total revenues has decreased reflecting improved trends of actual returns and allowances. The provision also reflects rebates relating to promotional programs that were first introduced in the last half of
2001. We expect to continue to introduce new products and promotional programs each year, which may impact our reserve for sales returns and allowances.





Cost of Revenues





Cost of revenues decreased from $20.3 million in the nine months
ended September 30, 2001 to $19.1 million in the nine months ended September 30, 2002, a decrease of 6%. As a percentage of total revenues, cost of revenues decreased from 39% in the nine months ended September 30, 2001 to 36% in the nine months
ended September 30, 2002. The dollar




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decrease in cost of revenues was primarily due to flat cost of service revenues and lower cost of product revenues from selling a product mix
with a greater quantity of lower-cost products. The decrease in cost of product revenues as a percentage of total product revenues was primarily due to a product mix composition with a greater quantity of higher-margin products being sold.





Cost of product revenues decreased from $15.9 million in the nine months ended September 30, 2001 to $14.5
million in the nine months ended September 30, 2002, a decrease of 9%. Cost of product revenues as a percentage of total product revenues was 40% for the nine months ended September 30, 2001 and 39% for the nine months ended September 30, 2002. The
dollar and percentage decreases primarily resulted from a product mix composition with a greater quantity of higher margin products being sold.





Cost of service revenues increased from $4.4 million in the nine months ended September 30, 2001 to $4.6 million in the nine months ended September 30, 2002, an increase of 5%. The dollar increase in
cost of service revenues reflects an expanded user base. As a percentage of service revenues, cost of service revenues decreased from 35% in the nine months ended September 30, 2001 to 28% in the nine months ended September 30, 2002, reflecting
relatively stable costs concurrent with an expanded user base. We expect service costs to increase in a total dollar amount as our user base expands. In the longer term, as revenues from LiveSecurity Service subscriptions increase and account for a
greater percentage of total revenues, we expect our service margins to increase slightly.





Operating Expenses





Sales and Marketing.    Sales and marketing expenses increased from $23.2 million in the nine months
ended September 30, 2001 to $25.1 million in the nine months ended September 30, 2002, an increase of 8%. As a percentage of total revenues, sales and marketing expenses increased from 45% in the nine months ended September 30, 2001 to 47% in the
nine months ended September 30, 2002. The dollar increase in sales and marketing expenses was primarily due to increases in payroll and related costs from headcount increases associated with the realignment of our sales and marketing organization
beginning in the fourth quarter of 2001 and from the RapidStream acquisition, all offset by decreases in variable marketing costs as well as travel expenditures. Specifically, major components of the increase included:





| |  |  | an increase in payroll and related expenses from $8.7 million to $12.0 million;
| | - |  | -------------------------------------------------------------------------------




| |  |  | a decrease in variable marketing costs from $8.7 million to $7.9 million; and
| | - |  | -----------------------------------------------------------------------------




| |  |  | a decrease in travel and related expenses from $2.8 million to $1.6 million.
| | - |  | ----------------------------------------------------------------------------




Research and Development.    Research and development expenses increased from $14.1 million in the nine months ended September 30, 2001 to $16.0
million in the nine months ended September 30, 2002, an increase of 13%. As a percentage of total revenues, research and development expenses increased from 27% in the nine months ended September 30, 2001 to 30% in the nine months ended September
30, 2002. The dollar increase in research and development expenses reflects the increased headcount following the RapidStream acquisition, as well as product integration costs associated with the acquisition. Specifically, major components of the
increase included:





| |  |  | an increase in payroll and related expenses from $8.8 million to $11.1 million, the majority of which is related to our acquisition of RapidStream; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | an increase in consulting and security appliance prototype engineering costs from $2.1 million to $2.8 million, primarily as a result of the RapidStream
acquisition.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------




General and Administrative.    General and
administrative expenses were $5.8 million for the nine months ended September 30, 2001 and 2002. As a percentage of total revenues, general and administrative expenses were 11% for the nine months ended September 30, 2001 and 2002. While total
expenses remained the same for both nine-month periods, certain components of total general and administrative expenses did fluctuate, including:





| |  |  | an increase in payroll and related expenses from $2.5 million to $2.8 million, the majority of which is related to our acquisition of RapidStream;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | an $800,000 decrease in bad debt expense as a result of tighter credit policies implemented during a period of changing global economic conditions;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | an increase in business insurance from $300,000 to $490,000, primarily reflecting changes in market price for premiums for directors and officers
insurance; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | a decrease in professional fees for accounting and legal services from $760,000 to $580,000, primarily reflecting a legal expense incurred in 2001 for the July
2001 voluntary stock option exchange program that concluded in February 2002.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Stock-based
Compensation.    Amortization of deferred compensation expense was $8.5 million in the nine months ended September 30, 2001 and $1.3 million in the nine months ended September 30, 2002. The decrease is primarily the result of
normal amortization of acquisition-related deferred stock-based compensation, in which a much larger portion of the expense is recognized in the early quarters after an acquisition. The allocation of the stock-based compensation expense associated
with the functional operating expense categories of sales and marketing, research and development, and general and administrative was $201,000, $8.3 million and $30,000, respectively, for the nine months ended September 30, 2001 and $52,000, $1.2
million and $80,000, respectively, for the nine months ended September 30, 2002.





Amortization of
Goodwill.    Amortization of goodwill related to our acquisitions of BeadleNet and Qiave was $5.5 million in the nine months ended September 30, 2001. There was no goodwill amortization in the nine months ended September 30,
2002 due to the adoption on January 1, 2002 of SFAS No. 142, Goodwill and Other Intangible Assets, which provides that goodwill no longer be amortized but instead be periodically reviewed for impairment.





Amortization of Other Intangible Assets Acquired.    Amortization of other intangible assets acquired consists
of amortization of other intangibles related to our acquisitions of BeadleNet, Qiave and RapidStream. Amortization of other intangible assets acquired was $2.7 million in the nine months ended September 30, 2001 and $3.2 million in the nine months
ended September 30, 2002. The increase in amortization of other intangible assets acquired primarily results from our acquisition of RapidStream in the second quarter of 2002.





Acquired In-Process Technology.    Acquired in-process technology of $1.2 million in the nine months ended September 30, 2002 is a one-time
charge resulting from our acquisition of RapidStream. There were no such charges for the nine months ended September 30, 2001.





Restructuring Charges.    We recorded a $2.9 million restructuring charge for the nine months ended September 30, 2001. During the nine months ended September 30, 2002, based on current market conditions,
we recorded an additional $524,000 restructuring charge to revise estimates related to the consolidation of excess facilities.





In the second quarter of 2002 we implemented a restructuring plan primarily designed to eliminate redundancies and excess headcount resulting from the acquisition of RapidStream, which included a reduction in workforce, consolidation
of excess facilities and elimination of technology related contracts that are no longer required or part of our strategy. As a result of this restructuring, we recorded a $3.7 million restructuring charge during the second quarter of 2002.





Interest Income





Interest income is generated from our investment of proceeds from the sale of common stock in our public offerings. Interest income decreased from $4.6 million in the nine
months ended September 30, 2001 to $2.5 million in the nine months ended September 30, 2002. This decrease resulted from a decrease in the average balance of invested funds resulting primarily from our use of cash for the acquisition of RapidStream,
as well as from a decrease in the average rates of return.




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Quarterly Results of Operations





The following tables provide our unaudited results of operations expressed both in dollar amounts and as a percentage of total revenues for each quarter in the five-quarter
period ended September 30, 2002. In our opinion, this unaudited information has been prepared on the same basis as our audited consolidated financial statements. This information includes all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the information for the quarters presented, when read in conjunction with our unaudited consolidated financial statements and the notes to the consolidated financial statements. The results of
operations for any quarter are not necessarily indicative of our future results.





Three Months EndedSept. 30, 2001


Dec. 31, 2001


Mar. 31, 2002


June 30, 2002


Sept. 30, 2002(In thousands, except per share data)Consolidated Statement of Operations Data:Revenues:Product

$
12,806


$
7,548


$
10,558


$
12,500


$
14,224Service


4,462



4,857



4,954



5,348



5,851Total revenues


17,268



12,405



15,512



17,848



20,075Cost of revenues:Product


5,214



4,752



4,297



4,870



5,332Service


1,450



1,440



1,516



1,551



1,509Total cost of revenues


6,664



6,192



5,813



6,421



6,841Gross margin


10,604



6,213



9,699



11,427



13,234Operating expenses:Sales and marketing


7,380



6,476



7,438



8,763



8,859Research and development


4,129



4,714



4,668



6,015



5,306General and administrative


2,060



1,931



2,000



2,031



1,786Stock-based compensation


1,468



899



613



401



288Amortization of goodwill


1,836



1,836











Amortization of other intangible assets acquired


888



934



721



1,219



1,219Acquired in-process technology














1,179



Restructuring charges






820







4,272



Total operating expenses


17,761



17,610



15,440



23,880



17,458Operating loss


(7,157
)


(11,397
)


(5,741
)


(12,453
)


(4,224
)Interest income, net


1,292



1,156



1,120



766



636Loss before income taxes


(5,865
)


(10,241
)


(4,621
)


(11,687
)


(3,588
)Provision for income taxes


28



(39
)


13



16



Net loss

$
(5,893
)

$
(10,202
)

$
(4,634
)

$
(11,703
)

$
(3,588
)Basic and diluted net loss per share

$
(0.22
)

$
(0.38
)

$
(0.17
)

$
(0.36
)

$
(0.11
)Shares used in calculation of basic and diluted net loss per share


26,839



27,011



27,117



32,095



32,341




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##### Table of Contents




Three Months EndedSept. 30, 2001


Dec. 31, 2001


Mar. 31, 2002


June 30, 2002


Sept. 30, 2002Consolidated Statement of Operations Data:Revenues:Product

74.2
%

60.8
%

68.1
%

70.0
%

70.9
%Service

25.8


39.2


31.9


30.0


29.1Total revenues

100.0


100.0


100.0


100.0


100.0Cost of revenues:Product

30.2


38.3


27.7


27.3


26.6Service

8.4


11.6


9.8


8.7


7.5Total cost of revenues

38.6


49.9


37.5


36.0


34.1Gross margin

61.4


50.1


62.5


64.0


65.9Operating expenses:Sales and marketing

42.7


52.2


47.9


49.1


44.1Research and development

23.9


38.0


30.1


33.7


26.4General and administrative

11.9


15.6


12.9


11.4


8.9Stock-based compensation

8.5


7.2


4.0


2.2


1.4Amortization of goodwill

10.6


14.8








Amortization of other intangible assets acquired

5.1


7.5


4.6


6.8


6.1Acquired in-process technology










6.6


Restructuring charges




6.6





23.9


Total operating expenses

102.9


142.0


99.5


133.8


87.0Operating loss

(41.4
)

(91.9
)

(37.0
)

(69.8
)

(21.0
)Interest income, net

7.5


9.3


7.2


4.3


3.2Loss before income taxes

(34.0
)

(82.6
)

(29.8
)

(65.5
)

(17.9
)Provision for income taxes

0.2


(0.3
)

0.1


0.1


Net loss

(34.1
)%

(82.2
)%

(29.9
)%

(65.6
)%

(17.9
)%





During 2001 and the first nine months of 2002, global economic,
political and other uncertainties, as well as constrained corporate information technology spending, appeared to slow the demand for our products and services. We are experiencing a downturn in the growth rate of revenues that began in the fourth
quarter of 2000 and continues through the third quarter of 2002. We believe that both our revenues and our operating results for the five-quarter period ended September 30, 2002 were negatively affected by the worldwide economic slowdown and an
overall reduction in capital spending for information technology. We expect a lower service revenue growth rate in 2002 than that in 2001 as a result of our negative product sales growth rate in 2001. Additionally, revenues and operating results for
the fourth quarter of 2001 were negatively affected by changes in our sales and marketing organizations and a realignment of our distribution and channel partner strategy. These changes in our organization, as well as decreases in both sales returns
and allowances, resulted in greater revenues for each of the first three quarters of 2002. Beginning in the first quarter of 2002, sequential quarterly revenues have increased $3.1 million, $2.3 million and $2.2 million, resulting in total revenues
of $15.5 million, $17.8 million and $20.1 million, for the first three quarters of 2002. While the changes in our sales and marketing organizations and the realignment of our distribution and channel partner strategy negatively affected revenues and
operating results in the fourth quarter of 2001, we believe they were required to compete effectively in the global Internet security market.





Our gross margins in 2001, both in dollars and as a percentage of total revenues, remained relatively flat until the fourth quarter of 2001, when we experienced a sharp decline in gross margins. Gross
margins in the fourth quarter of 2001 were affected by the factors described above as well as by a change in product mix that resulted in a higher concentration of lower-priced, lower-margin products being sold, fixed manufacturing overhead and
customer support costs spread over a smaller revenue base, and the write-down of existing Firebox II products and related assets. During 2001, Firebox II product




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promotional programs that we established to facilitate the introduction of the new Firebox III product line also negatively affected gross
margins. Our gross margins, both in dollars and as a percentage of total revenues, have increased sequentially in each of the first three quarters of 2002 over the gross margins from the fourth quarter of 2001, primarily due to higher revenues,
including revenues from the initial sale of ASIC-based products, and a nonrecurring write-down of Firebox II products in the fourth quarter of 2001. Our gross margins could be adversely affected in future quarters by competitive selling pressures,
the impact on the existing inventory values when replacement products are introduced, availability of key components and continual investment in our customer support organization as our LiveSecurity Service subscription base expands.





Overall, except for general and administrative expenses, our total operating expenses have varied, in dollars and as a percent
of revenues, in each of the quarters in the five-quarter period ended September 30, 2002, due primarily to the acquisition of RapidStream and restructuring charges. In comparison to the fourth quarter of 2001, sales and marketing expenses increased
in the first two quarters of 2002 and were flat for the third quarter of 2002, reflecting the changes in our sales and marketing organizations mentioned above as well as the acquisition of RapidStream. Research and development expenses increased in
the third quarter of 2002 as a result of the RapidStream acquisition, reflecting additional personnel and general development costs. General and administrative expenses have been relatively stable for the five-quarter period ending September 30,
2002. Stock-based compensation charges associated with the acquisition of Qiave in October 2000 have decreased each sequential quarter since the third quarter of 2001. Amortization of goodwill was recorded in the third and fourth quarters of 2001,
but was eliminated in the first quarter of 2002 as a result of the required adoption of SFAS No. 142 on January 1, 2002. Other RapidStream-specific charges recorded beginning in the second quarter of 2002 were amortization of other intangible assets
acquired, stock-based compensation expense and acquired in-process technology. In addition, our fourth quarter 2001 and second quarter 2002 operating expenses included significant restructuring charges associated with our 2001 and 2002 restructuring
plans.





Excluding acquired in-process technology, restructuring charges and amortization of stock-based
compensation, goodwill and intangibles, our operating expenses in the five-quarter period ended September 30, 2002 decreased in dollar amounts through the fourth quarter of 2001, increased in the first and second quarters of 2002, and decreased
again in the third quarter of 2002. These expenses, as compared to each successive prior quarter, decreased by approximately $400,000 in the fourth quarter of 2001, increased by approximately $1.0 million in the first quarter of 2002 and $2.7
million in the second quarter of 2002 and decreased by approximately $900,000 in the third quarter of 2002. Our operating expenses, excluding acquired in-process technology, restructuring charges and amortization of stock-based compensation,
goodwill and intangibles, increased in the first quarter of 2002 as compared to the prior quarter primarily due to costs associated with the changes in our sales and marketing organizations and the realignment of our distribution and channel partner
strategy, as well as to increased sales commissions associated with increased revenues. Our operating expenses, excluding these costs, increased in the second quarter of 2002 as compared to the prior quarter primarily due to the additional personnel
costs in all functional areas due to the RapidStream acquisition. Our operating expenses, excluding these costs, decreased in the third quarter of 2002 primarily as a result of eliminating duplicate resources in connection with our second quarter
2002 restructuring plan associated with our acquisition of RapidStream.





Liquidity and Capital Resources





As of September 30, 2002, we had $91.1 million in cash, cash equivalents and short-term investments. The cash equivalents and short-term
investments were invested primarily in high-quality money market accounts and marketable securities. We believe that the market risk arising from our holdings of these financial instruments is not material. We currently have outstanding a $3.0
million unconditional letter of credit that we issued in September 2000 to our landlord in conjunction with the building lease for our corporate headquarters. Currently, our letter of credit is collateralized by short-term investments with our bank.
Our working capital as of September 30, 2002 was $72.6 million.





Operating activities





Our operating activities resulted in net cash outflows of $1.1 million in the nine months ended September 30, 2001, as compared
to $5.6 million in the nine months ended September 30, 2002. The operating cash outflows during these periods primarily resulted from significant investments in sales and marketing and research and development, all of which led to operating losses.
Cash used in operating activities was net of noncash charges totaling $18.9 million in the nine months ended September 30, 2001 and $7.7 million in the nine months ended September 30, 2002. These noncash charges were primarily associated with the
amortization of goodwill and other intangibles, depreciation and amortization of capital assets, acquired in-process technology, and compensation charges resulting from the issuance of stock options and common stock subject to




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repurchase by WatchGuard. Cash provided by operating assets and liabilities for operating activities was $6.8 million in the nine months ended
September 30, 2001 and $6.6 million in the nine months ended September 30, 2002. In the nine-month period ended September 30, 2002, there were large fluctuations within some major working capital components, as described below:





| | (a) |  | Net receivables increased from $6.4 million at December 31, 2001 to $8.8 million at September 30, 2002, reflecting the increase in revenues from $12.4 million
in the three months ended December 31, 2001 to $20.1 million in the three months ended September 30, 2002. Days sales outstanding, or DSOs, improved from 46 days at December 31, 2001 to 39 days at September 30, 2002, calculated on a quarterly basis.
DSOs are affected by the payment terms contained in our customer contracts, risks associated with the uncertain economy, whether revenues in a particular quarter are linear, that is, are evenly distributed throughout the quarter or weighted more
towards the end of the quarter, and the amount of deferred revenue contained in the receivable balance that has not been recognized as revenue. Based on our current sales mix, the linearity of revenues in past and future quarters, timing differences
arising from the varying payment terms in our customer agreements and the growth of deferred revenue, we expect our DSOs to generally range from 50 to 65 days in the future. Any change in these factors, however, could negatively affect expected DSO
results.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b) |  | Net inventories increased from $4.4 million at December 31, 2001 to $4.8 million at September 30, 2002. The overall increase reflects the introduction during
the third quarter of 2002 of two new product lines from the acquisition of RapidStream. We maintain a reserve for inventory obsolescence and will continue to review inventory on a periodic basis to ensure our reserves are adequate.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c) |  | Accounts payable and accrued expenses and other liabilities increased from $9.0 million at December 31, 2001 to $18.8 million at September 30, 2002. The
increase resulted primarily from the liabilities assumed in connection with the acquisition of RapidStream, the net second quarter 2002 restructuring charge balance at September 30, 2002 of approximately $3.1 million, and the timing of inventory
purchases and expenditures and their related liability balances as of December 31, 2001, as compared to September 30, 2002.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (d) |  | Deferred revenue increased from $15.7 million at December 31, 2001 to $17.9 million at September 30, 2002, an increase of 14%. This increase reflects the
deferral of revenue from bundled LiveSecurity Service subscriptions included in new product revenues and renewals of LiveSecurity Service subscriptions from a growing customer base.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Investing activities





Cash provided by investing activities was $7.9 million in the nine months ended September 30, 2001 and $1.4 million in the nine months ended September 30, 2002. During 2001, these activities primarily
related to short-term investing activity of the proceeds received from our public offerings, offset by capital expenditures for equipment and furniture. During 2002, these activities primarily related to short-term investing activity of the proceeds
received from our public offerings, offset by the net cash consideration paid in connection with the acquisition of RapidStream. To complete the acquisition of RapidStream, we expended approximately $19.0 million in cash in the nine months ended
September 30, 2002, including consideration paid as part of the purchase price, acquisition-related costs and additional costs of closing.





Financing activities





Cash provided by financing activities totaled $1.9
million in the nine months ended September 30, 2001 and $1.0 million in the nine months ended September 30, 2002. Cash provided by financing activities in both periods reflects the exercise of employee stock options and the purchase of common stock
through our employee stock purchase plan.





We believe that our existing cash and securities balances will be
sufficient to meet our anticipated cash needs for the increased operating expenses associated with the acquisition of RapidStream, for other potential acquisitions or technology investments, for our announced plan to repurchase up to $8 million of
our common stock and for our working capital and capital expenditures for at least the next 12 months. We may need to seek additional funding before that time through public or private financings or other arrangements, however, if the underlying
assumed levels of spending for other potential acquisitions of or investments in complementary businesses or technologies prove to be inaccurate.




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Other Commitments





In the nine months ended September 30, 2002, we were a party to several noncancelable, nonrefundable agreements to purchase inventory, for a total commitment of $2.7
million.





In the event that the average of the high and low sales prices of WatchGuard common stock on the first
anniversary of the closing date, April 2, 2003, is less than the average of the high and low sales prices of WatchGuard common stock on the closing date of the merger, WatchGuard will make an aggregate cash payment to the former holders of
RapidStream common stock equal to the product of 0.42 multiplied by the difference between (i) the average trading price on the closing date, $6.32, discounted to reflect the effect on fair market value of the lockup restrictions on the Lockup
Shares and (ii) the average trading price on the first anniversary of the closing date, multiplied by the number of shares of WatchGuard common stock issued to and held by the former holders of RapidStream common stock, or up to approximately
915,000 shares. WatchGuard expects that any payment, if required, would not be material to its financial position.





Unaudited Pro
Forma Operating Results





Our management reviews our operating results on a pro forma basis in making operating
decisions, and we believe pro forma results provide additional meaningful information. The following table provides our pro forma results for the three- and nine-month periods ended September 30, 2001 and 2002 (in thousands, except per share data):





Three Months Ended September 30,


Nine Months Ended September 30,2001


2002


2001


2002Net lossas reported

$
(5,893
)

$
(3,588
)

$
(26,775
)

$
(19,925
)Adjustments to reconcile net loss in the financial statements to pro forma net loss:Stock-based compensation


1,468



288



8,534



1,302Amortization of goodwill


1,837







5,508



Amortization of other intangibles assets acquired intangibles


887



1,219



2,664



3,159Acquired in-process technology














1,179Restructuring charges










2,900



4,272Pro forma net loss

$
(1,701
)

$
(2,081
)

$
(7,169
)

$
(10,013
)Basic and diluted pro forma net loss per share

$
(0.06
)

$
(0.06
)

$
(0.27
)

$
(0.33
)Shares used in computation of basic and diluted pro forma net loss per share


26,839



32,341



26,594



30,507


---

Pro forma information is presented for informational purposes only
and is not prepared in accordance with generally accepted accounting principles. Pro forma results exclude:





| |  |  | noncash stock-based compensation expenses originating from employee stock options granted at less than fair value, stock options granted to consultants and
stock options, unregistered common stock and common stock subject to repurchase issued in connection with our acquisition of BeadleNet in October 1999, Qiave in October 2000 and RapidStream in April 2002;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | the amortization of goodwill, purchased technology and other intangibles arising from the BeadleNet, Qiave and RapidStream acquisitions;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------




| |  |  | acquired in-process technology; and
| | - |  | -----------------------------------




| |  |  | restructuring charges.
| | - |  | ----------------------



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IMPORTANT FACTORS THAT MAY AFFECT OUR OPERATING RESULTS, OUR BUSINESS AND OUR STOCK PRICE





In addition to the other information contained in this quarterly report, you should carefully read and
consider the following risk factors. If any of these risks actually occur, our business, financial condition or operating results could be adversely affected and the trading price of our common stock could decline.





We have incurred losses in the past and may not achieve or sustain consistent profitability, which could result in a decline in the value of our common stock.





Since inception, we have incurred net losses and experienced negative cash flows from operations in each
quarter, except that we had net income and a positive cash flow from operations in the third quarter of 2000 and a positive cash flow from operations in the third quarter of 2001. As of September 30, 2002, we had an accumulated deficit of
approximately $102.5 million. Although our revenues have increased each year since we began operations, we do not believe that the historical percentage growth rate of our revenues will be sustainable as our revenue base increases and we may not
achieve or sustain profitability in future periods. We expect that over time we will have to increase our operating expenses in connection with





| |  |  | continuing to develop our technology;
| | - |  | -------------------------------------




| |  |  | expanding into new product markets;
| | - |  | -----------------------------------




| |  |  | expanding into new geographic markets;
| | - |  | --------------------------------------




| |  |  | pursuing additional strategic acquisitions;
| | - |  | -------------------------------------------




| |  |  | hiring additional personnel; and
| | - |  | --------------------------------




| |  |  | upgrading our information and internal control systems.
| | - |  | -------------------------------------------------------




If we are unable to achieve or sustain profitability in future quarters, the trading price of our common stock could decline.





Our operating results fluctuate and could fall below expectations of securities analysts and investors, resulting in a decline in our stock price.





Our quarterly and yearly operating results have varied widely in the past and will probably continue to fluctuate. For this reason, we
believe that period-to-period comparisons of our operating results may not be meaningful. In addition, our limited operating history makes predicting our future performance difficult. If our operating results for a future quarter or year fail to
meet market expectations, this shortfall could result in a decline in our stock price.





The economic downturn in
the U.S. economy has adversely affected the demand for our products and services and may continue to result in decreased revenue and growth rates. We do not know how long this economic downturn will last or how severe it will become. We also cannot
predict the extent of the effect of the economic downturn in the United States on economies in other countries and geographic regions in which we conduct business. To the extent that this downturn continues or grows deeper in the U.S. or other
geographic regions in which we operate, the Internet security industry and demand for our products and services are likely to be adversely affected.





We base our spending levels for product development, sales and marketing and other operating expenses largely on our expected future revenues. Because our expenses are largely fixed for a particular
quarter or year, we may be unable to adjust our spending in time to compensate for any unexpected quarterly or annual shortfall in revenues. A failure to so adjust our spending in time also could cause operating results to fall below the
expectations of securities analysts and investors, resulting in a decline in our stock price.




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If our estimates or judgments relating to our critical accounting policies are based on assumptions
that change or prove to be incorrect, our operating results could fall below expectations of securities analysts and investors, resulting in a decline in our stock price.





Our discussion and analysis of financial condition and results of operations in this quarterly report is based on our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate significant estimates used in preparing our financial statements, including those related to:





| |  |  | sales returns and allowances;
| | - |  | -----------------------------




| |  |  | bad debt;
| | - |  | ---------




| |  |  | inventory reserves;
| | - |  | -------------------




| |  |  | restructuring reserves;
| | - |  | -----------------------




| |  |  | intangible assets; and
| | - |  | ----------------------




| |  |  | deferred taxes
| | - |  | --------------




We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in our discussion and analysis of financial condition and results of operations in
this quarterly report, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Examples of such estimates include, but are not limited to, those
associated with the costs of our 2002 restructuring and our impairment analysis of our Qiave intangible asset and goodwill relating to the acquisitions of BeadleNet, Qiave and RapidStream. Although we do not anticipate further significant
adjustments to our 2002 restructuring, the actual costs related to the restructuring may differ from the estimate if it takes us longer than expected to find suitable tenants, if there are further changes in the real estate market in those areas
where excess facilities are located, or if we are unable to negotiate affordable contract termination fees or litigation costs related to contract terminations are greater than expected. Although revenues resulting from the acquisition of Qiave have
thus far failed to meet our expectations, no impairment of the related intangible asset is currently indicated as WatchGuard intends to integrate certain of the Qiave technology into its core product offerings. If such integration is unsuccessful
and the revenues from the sale of Qiave products separate from our core product offerings continue to fall below expectations, however, impairment may be indicated in the future. SFAS No. 142 requires that goodwill and other indefinite lived
intangibles no longer be amortized to earnings, but instead be reviewed for impairment on an annual basis or on an interim basis if circumstances change or if events occur that would reduce the fair value of a reporting unit below its carrying
value. The Company determines fair value using the market value method or the present value method of measurement of future cash flows. The company is currently in the process of performing its annual impairment analysis and expects to complete its
analysis before year-end, and should an impairment be identified, the corresponding charge will be recorded in the fourth quarter of 2002. Actual results may differ from these and other estimates if our assumptions change or if actual circumstances
differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.





Because many potential customers do not fully understand or remain unaware of the need for comprehensive Internet security or may perceive it as costly and difficult to implement, our
products and services may not achieve market acceptance.





We believe that many potential customers,
particularly SMEs, do not fully understand or are not aware of the need for comprehensive Internet security products and services, particularly those products designed for server content and application security. Historically, only enterprises
having substantial resources have developed or purchased comprehensive Internet security solutions. Also, there is a perception that comprehensive Internet security is costly and difficult to implement. We will therefore not succeed unless the
market understands the need for comprehensive Internet security and we can convince our potential customers of our ability to provide this security in a cost-effective and administratively feasible manner. Although we have spent, and will continue
to spend, considerable resources educating potential customers about the need for comprehensive Internet security and the benefits of our products and services, our efforts may be unsuccessful.




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If potential customers do not accept our Firebox products and the related LiveSecurity Service, our
business will not succeed.





We currently expect that future revenues will be primarily generated through sales
of our Firebox products and the related LiveSecurity Service, including subscription fees, and we cannot succeed if the market does not accept these products and services. Our success depends on our ability and the ability of our distribution
network, which includes distributors, value-added resellers, or VARs, and Internet service providers and other managed service providers, to obtain and retain customers. Some of our Firebox products, particularly the Firebox Vclass products based on
the RapidStream technology we acquired in the second quarter of 2002, however, are relatively new and unproven. The Firebox Vclass products were launched in May of 2002 and delivered in June of 2002, and the broadcast portion of our LiveSecurity
solution has been available only since February 1999. The Firebox Vclass products are also directed at a new class of customer for us, one that requires a high performance security solution with enterprise-level networking functionality and VPN
scalability, and we may be unsuccessful in marketing and selling to this class of customer. To receive our LiveSecurity Service, enterprises are required to pay an annual subscription fee, either to us or, if they obtain the LiveSecurity Service
through one of our channel customers, to the channel partner. We are not aware of any other Internet security product that allows enterprises to keep their security solution current by receiving software updates and comprehensive security
information over the Internet. Enterprises may be unwilling to pay a subscription fee to keep their Internet security up to date and to receive Internet security-related information. Because our LiveSecurity Service is an innovative service, we may
not be able to accurately predict the rate at which our customers will renew their annual subscriptions. In addition, most businesses implementing security services have traditionally managed their own Internet security rather than using the
services of third-party service providers. As a result, our products and services and the outsourcing of Internet security to third parties may not achieve significant market acceptance.





We may not realize any significant benefits from our relationship with Check Point Software Technologies Ltd. or the sale of the RapidStream-branded Secured by Check Point line of
products.





Following our acquisition of RapidStream in the second quarter of 2002, we entered into a
relationship with Check Point under which we market a line of products that includes Check Point security software. These products, which are sold under the RapidStream brand as Secured by Check Point, are new and unproven and may not
achieve market acceptance. In addition, Check Point is a competitor of ours in the Internet security industry, and our relationship with Check Point is terminable by both parties at will. If Check Point discontinues its relationship with us or fails
to devote sufficient resources and attention to the marketing of our RapidStream products, we may not realize any benefits from our relationship with Check Point and may not generate significant revenues from the sale of the RapidStream line of
products.





If we are unable to compete successfully in the highly competitive market for Internet security products and services, our
business will fail.





The market for Internet security products is intensely competitive and we expect
competition to intensify in the future, particularly with our expansion into the larger enterprise market with the products based on the RapidStream technology. An increase in competitive pressures in our market or our failure to compete effectively
may result in pricing reductions, reduced gross margins and loss of market share. Currently, the primary competitors in our industry include Check Point, Cisco Systems, Inc., NetScreen Technologies, Inc., Nokia Corporation, SonicWALL, Inc. and
Symantec Corporation. Other competitors offering security products include hardware and software vendors such as Lucent Technologies, Inc. and NetworkAssociates, Inc., operating system vendors such as Microsoft Corporation, Novell, Inc. and Sun
Microsystems, Inc., and a number of smaller companies. Many of our competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, marketing and other resources than we do.
In addition, our current and potential competitors may establish cooperative relationships among themselves or with third parties that may further enhance their resources. As a result, they may be able to adapt more quickly to new technologies and
customer needs, devote greater resources to the promotion or sale of their products and services, initiate or withstand substantial price competition, take advantage of acquisition or other opportunities more readily or develop and expand their
product and service offerings more quickly. In addition, our competitors may bundle products competitive with ours with other products hat they may sell to our current or potential customers. These customers may accept these bundled products rather
than separately purchasing our products.





If our third-party channel customers fail to perform, our ability to sell our products and
services will be limited.





We sell most of our products and services through our distribution network, and we
expect our success to continue to depend in large part on the performance of this network. Our channel customers have the ability to sell products and services




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that are competitive with ours, to devote more resources to those competitive products or to cease selling our products and services altogether.
Two of our channel customers, Ingram Micro and Tech Data, together accounted for 25% of our revenues in the nine months ended September 30, 2002. The loss of one of these distributors, a reduction in their sales, a reduction in our share of their
sales of Internet security products, or a loss or reduction in sales involving one or more other channel customers, particularly if the reduction results in increased sales of competitive products, could harm our business. In addition, we are in the
process of consolidating our channel by reducing the number of channel customers with whom we have a direct contract while expanding our programs for our indirect partners to improve overall performance and efficiencies. If this consolidation causes
disruption, we could experience a loss or reduction in sales involving one or more of our channel customers.





Product returns,
retroactive price adjustments and rebates could exceed our allowances, which could adversely affect our operating results.





We provide most of our channel customers with product return rights for stock rotation and price protection rights for their inventories, which they may exercise if we lower our prices for those products. We also provide promotional
rebates to some of our channel customers. We may experience significant returns, price adjustments and rebate costs for which we may not have adequate allowances. The short life cycles of our products and the difficulty of predicting future sales
increase the risk that new product introductions or price reductions by us or our competitors could result in significant product returns or price adjustments. When we introduced the Firebox II, and then later the Firebox III, security appliances,
we experienced an increase in returns of previous products and product versions. Provisions for returns and allowances were $1.1 million in 1999, $1.9 million in 2000 and $6.9 million in 2001, or 5%, 3% and 10% of total revenues before returns and
allowances. The provision for returns and allowances was $2.4 million, or 12% of total revenues before returns and allowances, for the three months ended September 30, 2001 and $1.1 million, or 5% of total revenues before returns and allowances, for
the three months ended September 30, 2002. We decreased the sales reserve as a percentage of total revenues during the three months ended September 30, 2002 to reflect improved trends of actual returns and allowances. While we review and adjust our
provision for returns and allowances in order to properly reflect the potential for promotional rebate costs, increased returns and pricing adjustments associated with new products, including new products resulting from our acquisition of
RapidStream, the provision may still be inadequate.





Seasonality and concentration of revenues at the end of the quarter could cause
our revenues to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.





The growth rate of our domestic and international sales has been and may continue to be lower in the summer months, when businesses often defer purchasing decisions. Also, as a result of customer buying patterns and the efforts of
our sales force to meet or exceed quarterly and year-end quotas, historically we have received a substantial portion of a quarters sales orders and earned a substantial portion of a quarters revenues during its last month. If expected
revenues at the end of any quarter are delayed, our revenues for that quarter could fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.





Rapid changes in technology and industry standards could render our products and services unmarketable or obsolete, and we may be unable to introduce new products and services timely and
successfully.





To succeed, we must continually change and improve our products in response to rapid
technological developments and changes in operating systems, Internet access and communications, application and networking software, computer and communications hardware, programming tools, computer language technology and hacker techniques. We may
be unable to successfully and timely develop these new products and services or achieve and maintain market acceptance. The development of new, technologically advanced products and services is a complex and uncertain process that requires great
innovation and the ability to anticipate technological and market trends. Because Internet security technology is complex, it can require long development and testing periods.





Releasing new products and services prematurely may result in quality problems, and releasing them late may result in loss of customer confidence and market share. In the
past, we have on occasion experienced delays in the scheduled introduction of new and enhanced products and services, and we may experience delays in the future. When we do introduce new or enhanced products and services, we may be unable to manage
the transition from the older products and services to minimize disruption in customer ordering patterns, avoid excessive inventories of older products and deliver enough new products and services to meet customer demand.




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We may be unable to adequately expand our operational systems to accommodate growth, which could harm
our ability to deliver our products and services.





Our operational systems have not been tested at the
customer volumes that may be required in the future. We may encounter performance difficulties when operating with a substantially greater number of customers. These performance difficulties could harm our ability to deliver our products and
services. An inability to add software and hardware or to develop and upgrade existing technology or operational systems to handle increased traffic may cause unanticipated system disruptions, slower response times and poor customer service,
including problems filling customer orders.





We may be required to defend lawsuits or pay damages in connection with the
alleged or actual failure of our products and services.





Because our products and services provide and monitor
Internet security and may protect valuable information, we may face claims for product liability, tort or breach of warranty relating to our products and services. Anyone who circumvents our security measures could misappropriate the confidential
information or other property of end-users using our products and services or interrupt their operations. If that happens, affected end-users or channel customers may sue us. In addition, we may face liability for breaches caused by faulty
installation and implementation of our products by end-users or channel customers. Although we attempt to reduce the risk of losses from claims through contractual warranty disclaimers and liability limitations, these provisions may be
unenforceable. Some courts, for example, have found contractual limitations of liability in standard software licenses to be unenforceable because the licensee does not sign the license. Defending a suit, regardless of its merit, could be costly and
could divert management attention. Although we currently maintain business liability insurance, this coverage may be inadequate or may be unavailable in the future on acceptable terms, if at all.





A breach of security could harm public perception of our products and services.





We will not succeed unless the marketplace is confident that we provide effective Internet security protection. Even networks protected by our software products may be vulnerable to electronic
break-ins and computer viruses. If an actual or perceived breach of Internet security occurs in an end-users systems, regardless of whether the breach is attributable to us, the market perception of the efficacy of our products and services
could be harmed. This could cause us or our channel customers to lose current and potential customers or cause us to lose potential channel customers. Because the techniques used by computer hackers to access or sabotage networks change frequently
and generally are not recognized until launched against a target, we may be unable to anticipate these techniques.





If we are unable
to prevent attacks on our internal network system by computer hackers, public perception of our products and services will be harmed.





Because we provide Internet security, we are a significant target of computer hackers. We have experienced attacks by computer hackers in the past and expect attacks to continue. If attacks on our internal network system are
successful, public perception of our products and services will be harmed.





We may be unable to adequately protect our operational
systems from damage, failure or interruption, which could harm our reputation and our ability to attract and retain customers.





Our operations, customer service, reputation and ability to attract and retain customers depend on the uninterrupted operation of our operational systems. Although we utilize limited off-site backup facilities and take other
precautions to prevent damage, failure or interruption of our systems, our precautions may be inadequate. Any damage, failure or interruption of our computer or communications systems could lead to service interruptions, delays, loss of data and
inability to accept and fill customer orders and provide customers with our LiveSecurity Service.





We may be unable to deliver our
products and services if we cannot continue to license third-party technology that is important for the functionality of our products.





Our success will depend in part on our continued ability to license technology that is important for the functionality of our products. A significant interruption in the supply of a third-party technology could delay our
development and sales until we can find, license and integrate equivalent technology. This could damage our brand and result in loss of current and potential customers. Although we believe that we could find other sources for the technology we
license, alternative




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technologies may be unavailable on acceptable terms, if at all. We depend on our third-party licensors to deliver reliable, high-quality
products, develop new products on a timely and cost-effective basis and respond to evolving technology and changes in industry standards. We also depend on the continued compatibility of our third-party software with future versions of our products.





We may be unable to deliver our products and services if component manufacturers fail to supply component parts with acceptable
quantity, quality and cost.





We obtain the component parts for our hardware from a variety of manufacturers.
While our component vendors have produced parts for us in acceptable quantities and with acceptable quality and cost in the past, they may be unable to do so in the future. Companies in the electronics industry regularly experience
lower-than-required component allocations, and the industry is subject to frequent component shortfalls. Although we believe that we could find additional or replacement sources for our hardware components, our operations could be disrupted if we
have to add or switch to a replacement vendor or if our component supply is interrupted for an extended period. This could result in loss of customer orders and revenue.





Governmental controls over the export or import of encryption technology could cause us to lose sales.





Any additional governmental regulation of imports or exports or failure to obtain required export approval of our encryption technologies could adversely affect our international and domestic sales.
The United States and various other countries have imposed controls, export license requirements and restrictions on the import or export of some technologies, especially encryption technology. In addition, from time to time governmental agencies
have proposed additional regulation of encryption technology, such as requiring the escrow and governmental recovery of private encryption keys. Additional regulation of encryption technology could delay or prevent the acceptance and use of
encryption products and public networks for secure communications. This, in turn, could result in decreased demand for our products and services. In addition, some foreign competitors are subject to less stringent controls on exporting their
encryption technologies. As a result, they may be able to compete more effectively than we can in the U.S. and international Internet security markets.





We may be unable to adequately protect our proprietary rights, which may limit our ability to compete effectively.





Despite our efforts to protect our proprietary rights, unauthorized parties may misappropriate or infringe on our trade secrets, copyrights, trademarks, service marks and similar proprietary rights. We face additional risk
when conducting business in countries that have poorly developed or inadequately enforced intellectual property laws. While we are unable to determine the extent to which piracy of our software products exists, we expect piracy to be a continuing
concern, particularly in international markets and as a result of the growing use of the Internet.





If we fail to
obtain and maintain patent protection for our technology, we may be unable to compete effectively. We have 12 patents pending, but our patent applications may not result in issued patents. Even if we secure a patent, the patent may not provide
meaningful protection. In addition, we rely on unpatented proprietary technology. Because this proprietary technology does not have patent protection, we may be unable to meaningfully protect this technology from unauthorized use or misappropriation
by a third party. In addition, our competitors may independently develop similar or superior technologies or duplicate any unpatented technologies that we have developed, which could significantly reduce the value of our proprietary technology or
threaten our market position.





Intellectual property claims and litigation could subject us to significant liability for damages and
invalidation of our proprietary rights.





In the future, we may have to resort to litigation to protect our
intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Any litigation, regardless of its success, would probably be costly and require significant time and attention of
our key management and technical personnel. Litigation could also force us to





| |  |  | stop or delay selling, incorporating or using products that incorporate the challenged intellectual property;
| | - |  | -------------------------------------------------------------------------------------------------------------




| |  |  | pay damages;
| | - |  | ------------




| |  |  | enter into licensing or royalty agreements, which may be unavailable on acceptable terms; or
| | - |  | --------------------------------------------------------------------------------------------




| |  |  | redesign products or services that incorporate infringing technology.
| | - |  | ---------------------------------------------------------------------



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Although we have not been sued for intellectual property infringement, we may
face infringement claims from third parties in the future. The software industry has seen frequent litigation over intellectual property rights, and we expect that participants in the Internet security industry will be increasingly subject to
infringement claims as the number of products, services and competitors grows and functionality of products and services overlaps.





Undetected product errors or defects could result in loss of revenues, delayed market acceptance and claims against us.





Our products and services may contain undetected errors or defects, especially when first released. Despite extensive testing, some errors are discovered only after a product has been installed and
used by customers. Any errors discovered after commercial release could result in loss of revenues or claims against us or our channel customers.





If we do not retain our key employees, our ability to execute our business strategy will be impaired.





Our future success will depend largely on the efforts and abilities of our senior management and our key development, technical, operations, information systems, customer support and sales and marketing personnel, and on our ability
to retain them. These employees are not obligated to continue their employment with us and may leave us at any time.





In attempting to
integrate the business and technology of any future acquisition, we could incur significant costs that may not be outweighed by any benefits of the acquisition.





As part of our business strategy, we may acquire other companies, products or technologies, and these acquisitions may result in substantial costs. The costs of any future
acquisitions may include costs for:





| |  |  | integration of operations, including combining teams and processes in various functional areas;
| | - |  | -----------------------------------------------------------------------------------------------




| |  |  | reorganization or closure of operations and facilities;
| | - |  | -------------------------------------------------------




| |  |  | integration of new technology into our products;
| | - |  | ------------------------------------------------




| |  |  | fees and expenses of professionals involved in completing the integration process; and
| | - |  | --------------------------------------------------------------------------------------




| |  |  | potential existing liabilities of any future acquisition target.
| | - |  | ----------------------------------------------------------------




Successful integration of the operations, technology, products, customers, suppliers and personnel of any future acquisition could place a significant burden on our
management and internal resources. The diversion of the attention of our management and any difficulties encountered in the transition and integration process could disrupt our business and have an adverse effect on our business and operating
results.





If we do not expand our international operations and successfully overcome the risks inherent in international business
activities, the growth of our business will be limited.





Our ability to grow will depend in part on the
expansion of our international sales and operations, which are expected to continue to account for a significant portion of our revenues. Sales to customers outside of the United States accounted for approximately 50% of our revenues in 1999, 55% in
2000, 56% in 2001 and 57% in the nine months ended September 30, 2002. The failure of our channel customers to sell our products internationally would limit our ability to increase our revenues. In addition, our international sales are subject to
the risks inherent in international business activities, including





| |  |  | cost of customizing products for foreign countries;
| | - |  | ---------------------------------------------------




| |  |  | export and import restrictions, such as those affecting encryption commodities and software or those requiring local content;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------




| |  |  | difficulties in acquiring and authenticating customer information;
| | - |  | ------------------------------------------------------------------




| |  |  | reduced protection of intellectual property rights and increased liability exposure; and
| | - |  | ----------------------------------------------------------------------------------------




| |  |  | regional economic and political conditions.
| | - |  | -------------------------------------------




Our international sales currently are U.S. dollar-denominated. As a result, an increase in the value of the U.S. dollar relative to foreign currencies has made and may continue to make our products
less competitive in international markets.




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We may need additional capital and our ability to secure additional funding is uncertain.





Our future revenues may be insufficient to support the expenses of our operations and the expansion of our
business. We may therefore need additional equity or debt capital. We may seek additional funding through





| |  |  | public or private equity financings, which could result in significant dilution to stockholders;
| | - |  | ------------------------------------------------------------------------------------------------




| |  |  | public or private debt financings; and
| | - |  | --------------------------------------




| |  |  | capital lease transactions.
| | - |  | ---------------------------




We believe that existing cash and cash equivalent balances will be sufficient to meet our capital required for at least the next 12 months. Our capital requirements will depend on several factors, however, including





| |  |  | the rate of market acceptance of our products and services;
| | - |  | -----------------------------------------------------------




| |  |  | our ability to expand our customer base;
| | - |  | ----------------------------------------




| |  |  | the growth of our sales and marketing capabilities; and
| | - |  | -------------------------------------------------------




| |  |  | the cost of any acquisitions we may complete.
| | - |  | ---------------------------------------------




Financing may be unavailable to us when needed or on acceptable terms.





Our stock
price is volatile.





The trading price of our common stock could be subject to fluctuations for a number of
reasons, including





| |  |  | actual or anticipated variations in quarterly or annual operating results;
| | - |  | --------------------------------------------------------------------------




| |  |  | changes in analysts earnings projections or recommendations;
| | - |  | -------------------------------------------------------------




| |  |  | failure to meet analysts revenue or earnings projections;
| | - |  | ----------------------------------------------------------




| |  |  | inability to successfully implement our business strategy;
| | - |  | ----------------------------------------------------------




| |  |  | changes in business conditions affecting our customers, our competitors and us; and
| | - |  | -----------------------------------------------------------------------------------




| |  |  | changes in accounting standards that adversely affect our revenues and earnings.
| | - |  | --------------------------------------------------------------------------------




In recent years, moreover, the stock market in general and the market for Internet-related technology companies in particular have experienced extreme price and volume
fluctuations, often unrelated to the operating performance of the affected companies. Our common stock has experienced, and is likely to continue to experience, these fluctuations in price, regardless of our performance.




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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Interest Rate Risk





We do not hold derivative financial instruments or derivative equity securities in our investment portfolio. Our cash equivalents and debt securities available for sale consist of high-quality
securities, as specified in our investment policy guidelines. Our policy limits the amount of credit exposure to any one issue or issuer to a maximum of 20% of the total portfolio or $5 million per issuer, with the exception of treasury securities
and money market funds, which are exempt from this size limitation. Our policy limits all investments to those that mature in two years or less, and our investments have an average maturity of one year or less. These securities are subject to
interest-rate risk and will decrease in value if interest rates increase. The fair value of our investment portfolio or related income would not be significantly impacted by a 100-basis-point increase or decrease in interest rates, due primarily to
the short-term nature of most of our investment portfolio.





Foreign Currency Risk





All of our sales and the majority of our expenses are currently denominated in U.S. dollars. As a result, we have not
experienced significant foreign exchange gains and losses. While we conducted some transactions in foreign currencies during the nine-month period ended September 30, 2002 and expect to continue to do so in the future, we do not anticipate that
foreign exchange gains or losses will be material to WatchGuard. Although we have not engaged in foreign currency hedging to date, we may do so in the future.





ITEM 4.    CONTROLS AND PROCEDURES





Evaluation of disclosure controls and procedures





The term disclosure controls and procedures is defined in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934, or the Exchange Act. These rules refer to the controls and other procedures of a company that
are designed to ensure that the information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our Exchange Act reports is accumulated and communicated to management, including our principal executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required disclosure.





Our chief
executive officer and our chief financial officer have evaluated the effectiveness of our disclosure controls and procedures as of the Evaluation Date, which is a date within 90 days before the filing of this quarterly report, and they have
concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective.





Changes
in internal controls





There were no significant changes to our internal controls or in other factors that
could significantly affect our internal controls subsequent to the Evaluation Date.




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PART II.    OTHER INFORMATION





ITEM6.    EXHIBITS AND REPORTS ON FORM 8-K





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

3.1

Restated Certificate of Incorporation of WatchGuard Technologies, Inc. (incorporated by reference to Exhibit 3.1 to
WatchGuards Registration Statement on Form S-1 (file number 333-78813), filed July 30, 1999).3.2

Restated Bylaws of WatchGuard Technologies, Inc. (incorporated by reference to Exhibit 3.2 to WatchGuards
Registration Statement on Form S-1 (file number 333-78813), filed July 30, 1999).99.1

Certifications of Chief Executive Officer and Chief Financial Officer





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




None.




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SIGNATURES





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





November 13, 2002


WATCHGUARD TECHNOLOGIES, INCBy:

/s/    MICHAEL E. MCCONNELLMichael E. McConnellSenior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)




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CERTIFICATIONS





I, James A. Cady, certify that:





|1. |  | I have reviewed this quarterly report on Form 10-Q of WatchGuard Technologies, Inc. (WatchGuard);
|-- |  | -------------------------------------------------------------------------------------------------




|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of WatchGuard as of, and for, the periods presented in this quarterly report;
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. |  | WatchGuards other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for WatchGuard and we have:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to WatchGuard, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | evaluated the effectiveness of WatchGuards disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




|5. |  | WatchGuards other certifying officer and I have disclosed, based on our most recent evaluation, to WatchGuards auditors and the audit committee of
registrants board of directors (or persons performing the equivalent function):
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect WatchGuards ability to record, process,
summarize and report financial data and have identified for WatchGuards auditors any material weaknesses in internal controls; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in WatchGuards internal controls; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------




|6. |  | WatchGuards other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: November 13, 2002

By:

/s/    JAMES A. CADYJAMES A. CADY President, Chief Executive Officer and Chairman of the
Board (Principal Executive Officer)




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I, Michael E. McConnell, certify that:





|1. |  | I have reviewed this quarterly report on Form 10-Q of WatchGuard Technologies, Inc.;
|-- |  | ------------------------------------------------------------------------------------




|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of WatchGuard as of, and for, the periods presented in this quarterly report;
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. |  | WatchGuards other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for WatchGuard and we have:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to WatchGuard, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | evaluated the effectiveness of WatchGuards disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




|5. |  | WatchGuards other certifying officer and I have disclosed, based on our most recent evaluation, to WatchGuards auditors and the audit committee of
registrants board of directors (or persons performing the equivalent function):
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect WatchGuards ability to record, process,
summarize and report financial data and have identified for WatchGuards auditors any material weaknesses in internal controls; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in WatchGuards internal controls; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------




|6. |  | WatchGuards other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: November 13, 2002

By:

/s/    MICHAEL E. MCCONNELLMICHAEL E. MCCONNELL Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)




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WATCHGUARD TECHNOLOGIES, INC.





INDEX TO EXHIBITS





Exhibit

Description3.1

Restated Certificate of Incorporation of WatchGuard Technologies, Inc. (incorporated by reference to Exhibit 3.1 to WatchGuards Registration Statement
on Form S-1 (file number 333-78813), filed July 30, 1999).3.2

Restated Bylaws of WatchGuard Technologies, Inc. (incorporated by reference to Exhibit 3.2 to WatchGuards Registration Statement on Form S-1 (file
number 333-78813), filed July 30, 1999).99.1

Certifications of Chief Executive Officer and Chief Financial Officer