<PAGE>   1
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

(Mark One)

      [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2000

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

              For the transition period from __________to__________

                         Commission File Number 0-25215


                              WEBTRENDS CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>

<S>                                                        <C>
             OREGON                                        93-1123283
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)
</TABLE>

                         851 SW SIXTH AVENUE, SUITE 1200
                             PORTLAND, OREGON 97204
                    (Address of principal executive offices)

                                 (503) 294-7025
                         (Registrant's telephone number)

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

        The number of shares of common stock, no par value, outstanding on July
31, 2000, was 26,196,233.



<PAGE>   2



                              WEBTRENDS CORPORATION

                                      INDEX



<TABLE>
<CAPTION>
PART I.        FINANCIAL INFORMATION                                                             PAGE NO.
---------------------------------------------------------------------------------------------------------
<S>            <C>                                                                                 <C>
Item 1.        Condensed Consolidated Financial Statements

                  Condensed consolidated Balance Sheets at June 30, 2000 and December 31, 1999......3

                  Condensed consolidated Statements of Operations for the three and six
                    months ended June 30, 2000 and 1999.............................................4

                  Condensed consolidated Statements of Cash Flows for the six months
                    ended June 30, 2000 and 1999....................................................5

                  Notes to condensed consolidated financial statements..............................6

Item 2.        Management's Discussion and Analysis of Financial
                  Condition and Results of Operations...............................................7

PART II.       OTHER INFORMATION

Item 2.        Changes in Securities and Use of Proceeds...........................................13

Item 4.        Submission of Matters to vote of Security Holders...................................13

Item 6.        Exhibits and Reports on Form 8-K....................................................13

Signatures     ....................................................................................14
</TABLE>



<PAGE>   3


                         PART I -- FINANCIAL INFORMATION
               ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                       2
<PAGE>   4


                              WEBTRENDS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          JUNE 30, 2000     DECEMBER 31, 1999
                                                                          -------------     -----------------
                                                                           (UNAUDITED)          (AUDITED)
ASSETS
<S>                                                                       <C>                 <C>
    CURRENT ASSETS:
    Cash and cash equivalents                                             $  24,659,719       $  29,397,650
    Short-term investments                                                   58,511,895          49,885,523
    Accounts receivable, net                                                 10,623,215           4,968,544
    Prepaid expenses and other                                                2,826,722           1,547,119
                                                                          -------------       -------------
         TOTAL CURRENT ASSETS                                                96,621,551          85,798,836

    Property and equipment, net                                               6,078,104           2,375,750
    Other assets                                                              1,755,419           2,060,662
                                                                          -------------       -------------
         TOTAL ASSETS                                                     $ 104,455,074       $  90,235,248
                                                                          =============       =============

LIABILITIES AND SHAREHOLDERS' EQUITY

    CURRENT LIABILITIES:
    Accounts payable                                                      $   2,021,723       $   1,161,679
    Accrued liabilities                                                       5,969,569           4,117,515
    Accrued income taxes                                                      1,230,995             297,397
    Deferred revenue                                                          9,299,028           4,122,882
                                                                          -------------       -------------
         TOTAL LIABILITIES                                                   18,521,315           9,699,473
                                                                          -------------       -------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY

    Preferred stock, no par value. Authorized, 15,000,000 shares;
      no shares outstanding                                                           -                   -

    Common stock, no par value.  Authorized 300,000,000 shares;
       26,172,120 and 25,817,568, issued and outstanding at June 30,
       2000 and December 31, 1999, respectively                              79,605,339          77,661,491
    Deferred compensation, net                                                 (337,261)           (405,391)
    Retained earnings                                                         6,665,681           3,279,675
                                                                          -------------       -------------
         TOTAL SHAREHOLDERS' EQUITY                                          85,933,759          80,535,775
                                                                          -------------       -------------

         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                       $ 104,455,074       $  90,235,248
                                                                          =============       =============
</TABLE>



     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>   5

                              WEBTRENDS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                             THREE MONTHS ENDED              SIX MONTHS ENDED
                                                  JUNE 30,                       JUNE 30,
                                       ------------------------------  -----------------------------
                                            2000             1999           2000            1999
                                       ------------      ------------  -------------   -------------
                                        (Unaudited)                     (Unaudited)
<S>                                    <C>               <C>            <C>            <C>
Revenue:
    Software licenses                  $ 10,818,060      $  3,381,988   $ 19,221,614   $  5,968,961
    Support services                      2,700,874           624,593      4,677,090      1,043,946
                                       ------------      ------------   ------------   ------------
       Total revenue                     13,518,934         4,006,581     23,898,704      7,012,907

Cost of revenue                           1,571,857           343,141      2,640,517        633,451
                                       ------------      ------------   ------------   ------------
Gross margin                             11,947,077         3,663,440     21,258,187      6,379,456
                                       ------------      ------------   ------------   ------------

Operating expenses:
    Research and development              2,163,833           759,863      4,060,258      1,398,996
    Sales and marketing                   6,380,737         2,156,663     11,347,758      3,662,201
    General and administrative            1,951,544           561,675      3,216,053      1,017,140
                                       ------------      ------------   ------------   ------------
       Total operating expenses          10,496,114         3,478,201     18,624,069      6,078,337
                                       ------------      ------------   ------------   ------------
Income from operations                    1,450,963           185,239      2,634,118        301,119
                                       ------------      ------------   ------------   ------------

Other income (expense), net
    Interest income                       1,406,575           657,977      2,639,439        844,880
    Interest expense                              -            (1,867)             -        (19,719)
                                       ------------      ------------   ------------   ------------
       Other income, net                  1,406,575           656,110      2,639,439        825,161
                                       ------------      ------------   ------------   ------------
       Income before income taxes         2,857,538           841,349      5,273,557      1,126,280

Provision for income taxes                  983,245           315,777      1,887,551        422,627
                                       ------------      ------------   ------------   ------------
Net income                             $  1,874,293      $    525,572   $  3,386,006   $    703,653
                                       ============      ============   ============   ============

Net income per share:
    Basic                              $       0.07      $       0.02   $       0.13   $       0.03
                                       ============      ============   ============   ============
    Diluted                            $       0.07      $       0.02   $       0.12   $       0.03
                                       ============      ============   ============   ============

Weighted average shares:
    Basic                                26,099,373        23,862,578     25,999,374     21,525,798
                                       ============      ============   ============   ============
    Diluted                              28,245,059        26,349,304     28,481,931     23,974,716
                                       ============      ============   ============   ============
</TABLE>




     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>   6



                              WEBTRENDS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                   SIX MONTHS ENDED JUNE 30,
                                                               --------------------------------
                                                                    2000              1999
                                                               ----------------  --------------
                                                                          (Unaudited)
<S>                                                            <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net income                                              $  3,386,006       $    703,653
       Adjustment to reconcile net income to net cash
         provided by operating activities:
         Depreciation and amortization                              702,917            188,398
         Provision for doubtful accounts                            356,000             60,000
         Amortization of deferred compensation                       68,130             73,072
         Tax benefit from employee stock option plans             1,130,515            359,621
         Changes in assets and liabilities, net of
           assets acquired:
            Accounts receivable                                  (5,389,040)        (1,338,140)
            Prepaid expenses and other                              780,520            269,079
            Accounts payable                                        190,078              8,781
            Accrued liabilities                                   1,713,597            651,476
            Accrued income taxes                                    933,598                  -
            Deferred revenue                                      5,176,146          1,648,690
                                                               ------------       ------------

              Net cash provided by operating activities           9,048,467          2,624,630
                                                               ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

       Acquisition of property and equipment                     (4,202,121)          (846,684)
       Business acquisition, net of cash acquired                (1,771,238)                 -
       Purchase of investments, net                              (8,626,372)       (30,335,788)
                                                               ------------       ------------

            Net cash used for investing activities              (14,599,731)       (31,182,472)
                                                               ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

       Proceeds from issuance of common stock                             -         74,037,698
       Stock issued pursuant to benefit plans                       813,333            199,674
       Principal payments on borrowings from shareholders                 -           (150,000)
                                                               ------------       ------------

            Net cash provided by financing activities               813,333         74,087,372
                                                               ------------       ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                 (4,737,931)        45,529,530

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                   29,397,650          1,098,847
                                                               ------------       ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                       $ 24,659,719       $ 46,628,377
                                                               ============       ============
</TABLE>



     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>   7


                              WEBTRENDS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



1.    Basis of Presentation

      The accompanying consolidated financial statements have been prepared in
      conformity with generally accepted accounting principles. However, certain
      information or footnote disclosures normally included in financial
      statements prepared in accordance with generally accepted accounting
      principles have been condensed, or omitted, pursuant to the rules and
      regulations of the Securities and Exchange Commission. In the opinion of
      management, the statements include all adjustments necessary (which are of
      a normal and recurring nature) for the fair presentation of the results of
      the interim periods presented. These consolidated financial statements
      should be read in conjunction with the audited financial statements for
      the year ended December 31, 1999. Certain prior period amounts have been
      reclassified to conform to the presentation in the current year.

2.    Net Income Per Common and Common Equivalent Share

      Basic and diluted net income per share are computed using the weighted
      average number of common shares outstanding during the period, with
      diluted net income per share including the effect of potentially dilutive
      common stock equivalents. Dilutive common equivalent shares consist of
      stock options. Basic and diluted net income per share have been calculated
      using the treasury stock method in accordance with SEC Staff Accounting
      Bulletin No. 98.

3.    Research and Development Costs

      Software development costs have been accounted for in accordance with
      Statement of Financial Accounting Standards No. 86, Accounting for the
      Costs of Computer Software to be Sold, Leased or Otherwise Marketed. Under
      the standard, capitalization of software development costs begins upon the
      establishment of technological feasibility, subject to net realizable
      value considerations. To date, the period between the achievement of
      technological feasibility and the general availability of such software
      has been short; therefore, software development costs qualifying for
      capitalization have been immaterial and have been charged to research and
      development expense.

4.    Cash, Cash Equivalents, and Short-term Investments

      The Company classifies highly liquid investments purchased with an
      original maturity of three months or less as cash equivalents. Short-term
      investments consist of certificates of deposit, commercial paper and other
      highly liquid investments with original maturities in excess of three
      months, and primarily less than one year. All investments are classified
      assuming they will be held to maturity and are recorded at amortized cost,
      which approximates market value.

5.    Acquisition of United Kingdom Distributor

      On June 30, 2000, the Company acquired all the outstanding stock of
      OpenSoft Communications Ltd., the Company's United Kingdom distributor,
      for $1.7 million in cash and incurred approximately $150,000 in expenses.
      The acquisition has been accounted for as a purchase and resulted in
      approximately $1.8



                                       6
<PAGE>   8


      million in goodwill which is being amortized on a straight-line basis over
      7 years. An acquisition related charge of $317,500 was also recorded in
      the three-month period ended June 30, 2000, and is included as a component
      of general and administrative expense. The Company's June 30, 2000 balance
      sheet includes the purchased assets and assumed liabilities of the
      acquired distributor, however, since the deal closed on the last day of
      the quarter, there was no impact on the Company's financial results for
      the three- or six-month periods ended June 30, 2000.


                                       7
<PAGE>   9



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

FORWARD-LOOKING INFORMATION

      Certain statements in this Form 10-Q contain "forward-looking" information
(as defined in Section 27A of the Securities Act of 1933, as amended) that
involve risks and uncertainties which may cause actual results to differ
materially from those predicted in the forward-looking statements. In
particular, there are forward-looking statements concerning the Company's
expectations for expense levels in both absolute and relative dollars during
future periods. Forward-looking statements can be identified by their use of
such verbs as expects, anticipates, believes or similar verbs or conjugations of
such verbs. If any of the Company's assumptions on which the statements are
based prove incorrect or should unanticipated circumstances arise, the Company's
actual results could materially differ from those anticipated by such
forward-looking statements. The differences could be caused by a number of
factors or combination of factors including but not limited to, the risks
detailed in the "Business - Risk Factors" section of the Company's Annual Report
on Form 10-K filed on March 30, 2000.

OVERVIEW

      WebTrends is a leading provider of enterprise class software and eServices
solutions for Visitor Relationship Management(TM), eBusiness Intelligence and
Systems Management. WebTrends' solutions deliver essential information to key
departments across an enterprise, including marketing, sales, executive
management, information services, security, customer service, finance and human
resources. Our solutions are used by thousands of customers such as Internet
service providers (ISPs), government entities, educational institutions and
corporate clients.

      WebTrends was incorporated in Delaware in 1993 and reorganized in Oregon
in 1997. An initial public offering was completed in February 1999 and a
follow-on offering was completed in May 1999. Our common stock is listed on the
Nasdaq National Market under the symbol "WEBT."

      WebTrends, WebTrends Commerce Trends, WebTrends Enterprise Reporting
Server and Visitor Relationship Management are either registered trademarks or
trademarks of WebTrends Corporation. All other names mentioned herein may be
trademarks of their respective owners.

RESULTS OF OPERATIONS

REVENUE

      Software license revenue consists of fees for licenses of WebTrends'
software products while support services revenue consists of annual
subscriptions for upgrades, post-sale customer support services, and
professional consulting services.

      Total revenue increased 237.4% to $13.5 million for the second quarter of
2000 from $4.0 million for the second quarter of 1999, and 240.8% to $23.9
million for the six months ended June 30, 2000 from $7.0 million for the six
months ended June 30, 1999. Primary contributing factors for these changes are
discussed below.


                                        8
<PAGE>   10


Software Licenses
<TABLE>
<CAPTION>
                                  Three Months Ended                      Six Months Ended
                                       June 30,                                June 30,
                            ---------------------------------       --------------------------------

                               2000        1999        Change          2000       1999       Change
                                                (Dollar amounts in thousands)
<S>                         <C>         <C>            <C>           <C>         <C>          <C>
Software Licenses           $ 10,818    $  3,382       219.9%        $ 19,222    $5,969       222.0%
Percent of Revenues             80.0%       84.4%       80.4%            85.1%
</TABLE>



      WebTrends continues to benefit from a very strong market for Internet
infrastructure products and the strategic contribution of our solutions to our
customers' eBusiness success. Software license revenue increased as a result of
continued strong growth across each of our product categories as new releases of
existing products in late 1999 and early 2000 gained increasing customer
acceptance. The large investment we made in significantly increasing our sales
force to more than 60 as of June 30, 2000 also increased sales for the three and
six-month periods ended June 30, 2000. Despite the fast growth in software
license revenue, the pace of growth in support services was even more rapid and,
as a consequence, software license revenue decreased as a percentage of total
revenue in the three and six month periods ended June 30, 2000, compared to the
prior year periods.

Support Services
<TABLE>
<CAPTION>
                                  Three Months Ended                      Six Months Ended
                                       June 30,                                June 30,
                            ---------------------------------       --------------------------------
                               2000        1999        Change          2000       1999       Change
                                                (Dollar amounts in thousands)
<S>                         <C>         <C>            <C>           <C>         <C>          <C>

Support Services            $   2,701     $   625      332.4%        $  4,677      $1,044     348.0%
Percent of Revenues              20.0%       15.6%                       19.6%       14.9%
</TABLE>


    The increase in support services revenue resulted primarily from increased
subscription revenue derived from continued growth in the installed base of
customers, as well as the sale of consulting, training and support services
associated with the sale of our new Enterprise Reporting Server and Commerce
Trends products. To support these new products we grew our support services
staff to more than 60 as of June 30, 2000.

Cost of Revenue
<TABLE>
<CAPTION>
                                  Three Months Ended                      Six Months Ended
                                       June 30,                                June 30,
                            ---------------------------------       --------------------------------
                               2000        1999        Change          2000       1999       Change
                                                (Dollar amounts in thousands)
<S>                         <C>         <C>            <C>            <C>        <C>          <C>
Cost of Revenue             $ 1,572     $   343        358.1%         2,641      $  633       316.8%
Percent of Revenues            11.6%        8.6%                       11.0%        9.0%
</TABLE>


    Cost of revenue includes product packaging, software documentation,
duplication, labor, and other costs associated with product fulfillment,
royalties associated with the sale of WebTrends' products, and costs associated
with providing technical support and consulting services to customers. The
increase in cost of revenue resulted primarily from the hiring of customer
support and professional services personnel to meet the demands of a larger
customer base and to manage and perform consulting and training services.

                                       9
<PAGE>   11

OPERATING EXPENSES

      We continue to believe that strategic investment in all areas of our
business is required, and we anticipate that expenses will increase in absolute
dollars in future periods. Expenses in each category may vary as a percent of
revenues and relative to one another as we continue to take advantage of
strategic hiring and investing opportunities.

Research and Development
<TABLE>
<CAPTION>
                                  Three Months Ended                      Six Months Ended
                                       June 30,                                June 30,
                            ---------------------------------       --------------------------------
                               2000        1999        Change          2000       1999       Change
                                                (Dollar amounts in thousands)
<S>                         <C>         <C>            <C>            <C>        <C>          <C>
 Research and Development    $  2,164   $     760      184.8%         $ 4,060    $  1,399     190.2%
 Percent of Revenues             16.0%       19.0%                       17.0%       19.9%
</TABLE>


      Research and development expenses consist primarily of salaries and
related costs associated with developing new products, enhancing existing
products, and performing quality assurance and documentation activities. The
increase in research and development expenses in absolute dollars is primarily
attributable to increasing the number of research and development employees to
more than 80 as of June 30, 2000. Research and development expenses decreased as
a percentage of total revenue primarily due to the rapid growth in total
revenue. We continue to believe that significant investment in research and
development is required to remain competitive in our markets, and anticipate
that research and development expenses will increase in absolute dollars in
future periods, but may vary as a percent of total revenue.

Sales and Marketing

<TABLE>
<CAPTION>
                                  Three Months Ended                      Six Months Ended
                                       June 30,                                June 30,
                            ---------------------------------       --------------------------------
                              2000        1999        Change          2000       1999       Change
                                                (Dollar amounts in thousands)
<S>                         <C>          <C>          <C>            <C>        <C>          <C>
Sales and Marketing         $ 6,381      $ 2,157      195.9%        $11,348     $ 3,662     209.9%
Percent of Revenues            47.2%       53.8%                       47.5%       52.2%
</TABLE>


      The increase in sales and marketing expense is primarily attributable to
the cost of hiring and maintaining additional sales and marketing personnel,
including employees to expand the direct sales force and to support indirect
distribution channels. Sales and marketing expenses decreased as a percentage of
sales as the increased costs associated with building the sales force were more
than offset by the increases in sales resulting from the headcount increase. We
expect sales and marketing expenses will continue to increase in absolute
dollars as we continue to expand our marketing programs and sales force to
increase brand awareness, but they may vary as a percent of total revenue.


                                       10
<PAGE>   12


General and Administrative
<TABLE>
<CAPTION>
                                  Three Months Ended                      Six Months Ended
                                       June 30,                                June 30,
                            ---------------------------------       --------------------------------
                               2000        1999        Change          2000       1999       Change
                                                  (Dollar amounts in thousands)
<S>                           <C>          <C>          <C>            <C>        <C>          <C>
 General and Administrative  $ 1,952      $  562       247.5%         $3,216      $1,017      216.2%
 Percent of Revenues            14.4%       14.0%                       13.5%       14.5%
</TABLE>


      General and administrative expenses consist primarily of salaries and
other employee-related costs for executive, financial, human resources, and
infrastructure personnel. General legal and accounting services, insurance and
general facility costs are also included within general and administrative
expenses. The three and six month periods ended June 30, 2000 include a charge
of $317,500 related the acquisition of OpenSoft Communications Ltd. The increase
in absolute dollars, excluding the acquisition charge, is primarily attributable
to our growth and expansion, which included adding 17 accounting and
administrative personnel since June 30, 1999 as well as expanding infrastructure
and facilities. We expect general and administrative expenses will continue to
increase in absolute dollars to support the anticipated expansion of sales and
operations, but they may vary as a percent of total revenue.

INCOME TAXES

      Income tax provisions for the three and six month periods ended June 30,
2000 reflect estimated effective tax rates of 34.4% and 35.8%, respectively
while income tax provisions for the three and six month periods ended June 30,
1999 reflect estimated effective tax rates of 37.5%. The decrease is primarily
due to increased utilization of research and development tax credits associated
with the Company's investment in developing new products. The effective tax rate
is subject to change in future periods as circumstances affecting the tax rate
change.

LIQUIDITY AND CAPITAL RESOURCES

      WebTrends had cash and cash equivalents and short-term investments of
$83.2 million at June 30, 2000, which represents the Company's primary source of
liquidity, and working capital of approximately $78.1 million.

      Our primary market risk exposure is the impact of interest rate
fluctuations on interest income earned on our investment portfolio. The risks
associated with market, liquidity and principal are mitigated by investing in
high-credit quality securities and limiting concentrations of issuers and
maturity dates. Derivative financial instruments are not part of our investment
portfolio. We currently have no debt instruments or credit facilities.

      Cash and cash equivalents and short-term investments increased by $3.9
million during the six months ended June 30, 2000, primarily as a result of cash
generated by operating and financing activities. Net cash provided by operating
activities was approximately $9.0 million for the six months ended June 30,
2000, and resulted primarily from profitable operations, increased deferred
revenues and accrued income taxes, partially offset by increased accounts
receivable and prepaid expenses. Cash used by investing activities, net of the
purchases of short-term investments, was approximately $6.0 million for the six
months ended June 30, 2000, consisting primarily of purchased computer equipment
and furniture and fixtures related to increased personnel as well as the
acquisition of OpenSoft Communications Ltd.

      While increasing in absolute dollars, for the three and six month periods
ended June 30, 2000, operating expenses decreased as a percentage of total
revenue to 77.6% from 77.9%, respectively, from 86.8% and 86.7% for the same
periods in 1999. Since inception, we have continued to increase our operating
expenses in terms of absolute dollars. We anticipate that we will continue to
reinvest revenues in operating expenses for the foreseeable future, and that
these expenses plus capital expenditures will constitute a material use of cash
resources. Additionally, we may utilize


                                       11
<PAGE>   13




cash resources to fund acquisitions or investments in businesses, technologies,
or product lines that are complementary to our business. We believe our current
cash and cash equivalents, short-term investments, and funds expected to be
generated from operations will satisfy our anticipated working capital and other
cash requirements for at least the next 12 months.

RECENT ACCOUNTING PRONOUNCEMENTS

    In March 2000, the Financial Accounting Standards Board, or FASB, issued
Interpretation No. 44, Accounting for Certain Transactions involving Stock
Compensation - an interpretation of APB Opinion No. 25, (FIN 44). FIN 44 applies
prospectively to new awards, exchanges of awards in a business combination,
modifications to outstanding awards, and changes in grantee status that occur on
or after July 1, 2000, except for the provisions related to repricings and the
definition of an employee, which apply to awards issued after December 15, 1998.
The provisions related to modifications to fixed stock options awards to add a
reload feature are effective for awards modified after January 12, 2000. We do
not expect that this statement will have a significant impact on our financial
condition or results of operations.

    In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"). SAB 101 summarizes certain areas of the
Staff's views in applying generally accepted accounting principles to revenue
recognition in financial statements. In June 2000, SAB 101B was issued which
defers the implementation date of SAB 101 until October 1, 2000. We do not
expect that this statement will have a significant impact on our financial
condition or results of operations.

    In March 2000, the Emerging Issues Task Force of the FASB reached consensus
on Issue 00-2 "Accounting for Website development Costs" ("EITF 00-2"). EITF
00-2 establishes how an entity should account for costs incurred to develop a
website. It requires that an entity capitalize costs during the web application
and infrastructure and graphics development stages of development. The consensus
is effective for all costs incurred beginning after June 30, 2000. We do not
expect that this statement will have a significant impact on our financial
condition or results of operations.


                                       12
<PAGE>   14
                          PART II -- OTHER INFORMATION



ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(d)  USE OF PROCEEDS

      On February 18, 1999 WebTrends' registration statement on form S-1, file
number 333-69171, became effective. Proceeds to WebTrends were $35,156,421. The
proceeds are being applied in part to working capital with the remainder in
temporary investments consisting of money market accounts available on a daily
basis and short-term commercial paper.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS


      On May 11, 2000, at the Company's Annual Meeting of Shareholders, the
holders of the Company's outstanding Common Stock took the actions described
below. As of the record date for the Annual Meeting, 26,006,495 shares of Common
Stock were issued and outstanding.

      1.    The shareholders elected each of Elijahu Shapira, W. Glen Boyd,
Michael Burmeister-Brown, John W. Ryan, and Srivats Sampath to serve on the
Company's Board of Directors for the ensuing year, all by the votes indicated
below:

<TABLE>

<S>                                         <C>            <C>
Elijahu Shapira
------------------------------------        22,198,139                shares in favor
                                             1,658,240     shares against or withheld

W. Glen Boyd
------------------------------------        23,670,371                shares in favor
                                               186,008     shares against or withheld

Michael Burmeister-Brown
------------------------------------        23,675,667                shares in favor
                                               180,712     shares against or withheld

John W. Ryan
------------------------------------        23,400,529                shares in favor
                                               455,850     shares against or withheld

Srivats Sampath
------------------------------------        23,675,677                shares in favor
                                               180,702     shares against or withheld
</TABLE>



                                       13
<PAGE>   15


      2.    The shareholders voted to amend the Company's Third Restated
Articles of Incorporation to increase the total number of shares of Common Stock
that the Company is authorized to issue from 60,000,000 to 300,000,000, by the
vote indicated below:

                          19,325,760                             shares in favor
                           4,117,189                  shares against or withheld
                             413,430                            shares not voted


      3.    The shareholders voted to amend the Company's 1998 Stock Incentive
Plan to: (i) increase the total number of shares reserved for issuance under the
Plan by 1,298,000; (ii) limit the number of shares that can be subject to awards
granted to one person in any one-year period; and (iii) make certain
administrative changes to the Plan, by the vote indicated below:

                          16,258,081                             shares in favor
                           4,734,694                  shares against or withheld
                             415,716                            shares not voted
                           2,447,888                            broker non-votes



      4.    The shareholders voted to ratify the appointment of KPMG LLP as
independent auditors for the fiscal year ending December 31, 2000, by the vote
indicated below:

                          23,840,489                             shares in favor
                               7,294                  shares against or withheld
                               8,596                            shares not voted


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS

      See Exhibit Index.

(b)   REPORTS ON FORM 8-K

      No reports on Form 8-K were filed during the quarter covered by this Form
      10-Q.


                                       14
<PAGE>   16

                                   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.

                           WEBTRENDS CORPORATION
                                (Registrant)

Date: August 10, 2000      By /s/ James T. Richardson
                              ------------------------------------------------
                              James T. Richardson
                              Senior Vice President and Chief Financial Officer
                              (principal financial and chief accounting officer)



                                       15
<PAGE>   17




                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT NO.     DESCRIPTION

    <S>         <C>
     3.1        The Company's Third Restated Articles of Incorporation, as amended
                on May 26, 2000.

    10.1        Lease for certain office space entered into by the Company and Fox
                Tower, LLC on June 22, 2000

    10.2        Amended and Restated 1998 Stock Incentive Compensation Plan

    27.1        Financial Data Schedule
</TABLE>