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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-Q/A



(Mark One)



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



For the quarterly period ended SEPTEMBER 30, 2002



OR



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



For the transition period from
to



Commission file number 0-24544



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CYBERGUARD CORPORATION

(Exact name of
Registrant as Specified in Its Charter)



|Florida                                                        |  | 65-0510339                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|2000 West Commercial Blvd., Suite 200, Fort Lauderdale, Florida |  | 33309     
|--------------------------------------------------------------- |  | ----------
|(Address of Principal Executive Offices)                        |  | (Zip Code)



Registrants Telephone Number, Including Area Code

954-958-3900



Former Name, Former Address and Former Fiscal Year, if
Changed Since Last Report



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Indicate by check ü whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),



Yes þ     No ̈



and (2) has been subject to such filing requirements for the past 90 days.



Yes þ     No ̈



As of November 7, 2002, 19,367,551 shares of the
Registrants $0.01 par value Common Stock were outstanding.



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##### Table of Contents

TABLE OF CONTENTS



|PART I.    FINANCIAL INFORMATION                                                                 |  |   
|------------------------------------------------------------------------------------------------ |  | --
|                                                                                                
|Item 1.    Financial Statements                                                                  |  | 1 
|                                                                                                
|Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 9 
|                                                                                                
|Item 3.    Quantitative and Qualitative Disclosures about Market Risk                            |  | 14
|                                                                                                
|Item 4.    Controls and Procedures                                                               |  | 14
|                                                                                                
|PART II.    OTHER INFORMATION                                                                    |  |   
|                                                                                                
|Item 1.    Legal Proceedings                                                                     |  | 15
|                                                                                                
|Item 2.    Changes in Securities and Use of Proceeds                                             |  | 16
|                                                                                                
|Item 3.    Defaults Upon Senior Securities                                                       |  | 16
|                                                                                                
|Item 4.    Submission of Matters to a Vote of Security Holders                                   |  | 17
|                                                                                                
|Item 5.    Other Information                                                                     |  | 17
|                                                                                                
|Item 6.    Exhibits and Reports on Form 8-K                                                      |  | 17
|                                                                                                
|SIGNATURES                                                                                       |  |   
|                                                                                                
|EXHIBITS                                                                                         |  |   



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##### Table of Contents

PART I: FINANCIAL INFORMATION



Item 1.    Financial Statements



CYBERGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Amounts in thousands)



|                                                                                                                                   |  | Sept. 30, 2002 |         |   | June 30, 2002 |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ------------- | -
|ASSETS                                                                                                                             |  |                |         |   |               |  
|Cash and cash equivalents                                                                                                          |  | $              | 7,154   |   |               | $
|Restricted cash                                                                                                                    |  |                | 31      |   |               |  
|Accounts receivable, less allowance for uncollectible accounts of $282 at Sept. 30, 2002
and $109 at June 30, 2002                 |  |                | 5,053   |   |               |  
|Inventories, net                                                                                                                   |  |                | 291     |   |               |  
|Other current assets                                                                                                               |  |                | 1,202   |   |               |  
|                                                                                                                                   |  |                |         |   |               |  
|Total current assets                                                                                                               |  |                | 13,731  |   |               |  
|Property and equipment at cost, less accumulated depreciation of $2,547 at Sept. 30,
2002 and $2,335 at June 30, 2002              |  |                | 1,326   |   |               |  
|Capitalized software, net                                                                                                          |  |                | 256     |   |               |  
|Other assets                                                                                                                       |  |                | 70      |   |               |  
|                                                                                                                                   |  |                |         |   |               |  
|Total assets                                                                                                                       |  | $              | 15,383  |   |               | $
|                                                                                                                                   |  |                |         |   |               |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                               |  |                |         |   |               |  
|Note payable                                                                                                                       |  |                | 78      |   |               |  
|Accounts payable                                                                                                                   |  |                | 1,064   |   |               |  
|Deferred revenue                                                                                                                   |  |                | 3,644   |   |               |  
|Accrued expenses and other liabilities                                                                                             |  |                | 2,435   |   |               |  
|                                                                                                                                   |  |                |         |   |               |  
|Total liabilities                                                                                                                  |  | $              | 7,221   |   |               | $
|Commitments and Contingencies                                                                                                      |  |                |        |   |               |  
|Shareholders' equity                                                                                                               |  |                |         |   |               |  
|Preferred Stock par value $0.01; authorized 5 shares; none issued                                                                  |  |                |        |   |               |  
|Common stock par value $0.01; authorized 50,000 shares issued and outstanding 19,268 at
Sept. 30, 2002 and 19,100 at June 30, 2002 |  |                | 193     |   |               |  
|Additional paid-in capital                                                                                                         |  |                | 88,966  |   |               |  
|Accumulated deficit                                                                                                                |  |                | (81,144 | ) |               |  
|Accumulated other comprehensive income                                                                                             |  |                | 147     |   |               |  
|                                                                                                                                   |  |                |         |   |               |  
|Total shareholders' equity                                                                                                         |  |                | 8,162   |   |               |  
|                                                                                                                                   |  |                |         |   |               |  
|Total liabilities and shareholders' equity                                                                                         |  | $              | 15,383  |   |               | $
|                                                                                                                                   |  |                |         |   |               |  



See
accompanying notes to consolidated financial statements



1



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##### Table of Contents

CYBERGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Amounts in thousands, except per share data)



|                                                     |  | Three Months Ended |       
|---------------------------------------------------- |  | ------------------ | ------
|                                                     |  | Sept. 30, 2002     |       
|Revenues:                                            |  |                    |       
|Products                                             |  | $                  | 4,874 
|Services                                             |  |                    | 2,226 
|                                                     |  |                    |       
|Total revenues                                       |  |                    | 7,100 
|Cost of revenues:                                    |  |                    |       
|Products                                             |  |                    | 1,224 
|Services                                             |  |                    | 552   
|                                                     |  |                    |       
|Total cost of revenues                               |  |                    | 1,776 
|                                                     |  |                    |       
|Gross profit                                         |  |                    | 5,324 
|                                                     |  |                    |       
|Operating expenses:                                  |  |                    |       
|Research and development                             |  |                    | 1,047 
|Selling, general and administrative                  |  |                    | 3,322 
|                                                     |  |                    |       
|Total operating expenses                             |  |                    | 4,369 
|                                                     |  |                    |       
|Operating income/(loss)                              |  |                    | 955   
|                                                     |  |                    |       
|Other income/(expense):                              |  |                    |       
|Interest income/(expense), net                       |  |                    | 28    
|Gain/(loss) on sale of assets                        |  |                    | (36   
|Other income                                         |  |                    | (16   
|                                                     |  |                    |       
|Total other income/(expense)                         |  |                    | (24   
|                                                     |  |                    |       
|Net income/(loss)                                    |  | $                  | 931   
|                                                     |  |                    |       
|Basic earnings/(loss) per common share               |  | $                  | 0.05  
|                                                     |  |                    |       
|Weighted average number of common shares outstanding |  |                    | 19,181
|                                                     |  |                    |       
|Diluted earnings/(loss) per common share             |  |                    | 0.04  
|                                                     |  |                    |       
|Diluted common shares outstanding                    |  |                    | 22,172
|                                                     |  |                    |       



See
accompanying notes to consolidated financial statements



2



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CYBERGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)



|                                                                                                  |  | Three Months Ended |      
|------------------------------------------------------------------------------------------------- |  | ------------------ | -----
|                                                                                                  |  | Sept. 30, 2002     |      
|Cash flows from operating activities                                                              |  |                    |      
|Net income/(loss)                                                                                 |  | $                  | 931  
|Adjustment to reconcile net income/(loss) to net cash provided by/(used in) operating
activities: |  |                    |      
|Depreciation                                                                                      |  |                    | 219  
|Amortization                                                                                      |  |                    | 66   
|Loss on disposal of fixed assets                                                                  |  |                    | 36   
|Interest on convertible debt                                                                      |  |                    |     
|Provision for uncollectible accounts receivable                                                   |  |                    | 173  
|Provision for inventory reserve                                                                   |  |                    | 20   
|Compensation expense related to stock options                                                     |  |                    | 50   
|Non cash expense for company 401(k) match                                                         |  |                    | 41   
|Translation adjustment                                                                            |  |                    | (20  
|Changes in assets and liabilities                                                                 |  |                    |      
|Restricted cash                                                                                   |  |                    | 13   
|Accounts receivable                                                                               |  |                    | (74  
|Other current assets                                                                              |  |                    | (401 
|Inventories                                                                                       |  |                    | (2   
|Accounts payable                                                                                  |  |                    | 286  
|Accrued expenses and other liabilities                                                            |  |                    | 130  
|Deferred revenue                                                                                  |  |                    | (307 
|Other, net                                                                                        |  |                    | 24   
|                                                                                                  |  |                    |      
|Net cash provided by/(used in) operating activities                                               |  |                    | 1,185
|                                                                                                  |  |                    |      
|Cash flows used in investing activities                                                           |  |                    |      
|Capitalized software costs                                                                        |  |                    | (103 
|Purchase of property & equipment                                                                  |  |                    | (236 
|                                                                                                  |  |                    |      
|Net cash used in investing activities                                                             |  |                    | (339 
|                                                                                                  |  |                    |      
|Cash flows provided by financing activities                                                       |  |                    |      
|Repayment of notes payable                                                                        |  |                    | (62  
|Net borrowings under revolving line of credit                                                     |  |                    |     
|Proceeds from stock options exercised                                                             |  |                    | 168  
|Proceeds from sale of common stock in stock purchase plan                                         |  |                    | 36   
|                                                                                                  |  |                    |      
|Net cash provided by financing activities                                                         |  |                    | 142  
|                                                                                                  |  |                    |      
|Net increase/(decrease) in cash                                                                   |  |                    | 988  
|Cash and cash equivalents at beginning of period                                                  |  |                    | 6,166
|                                                                                                  |  |                    |      
|Cash and cash equivalents at end of period                                                        |  | $                  | 7,154
|                                                                                                  |  |                    |      
|Supplemental disclosure of cash flow information                                                  |  |                    |      
|Cash paid for interest                                                                            |  |                    | 2    
|                                                                                                  |  |                    |      
|Cash paid for income taxes                                                                        |  |                    |     
|                                                                                                  |  |                    |      



During January 2001,
approximately 310 options to purchase shares of the Company's common stock were issued at a below market price, which required the Company to record approximately $5 and $27 in compensation expense for the quarter ended September 2002 and 2001
respectively.



See accompanying notes to
consolidated financial statements



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CYBERGUARD CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2002

Amounts in thousands, except per share data

(Unaudited)



1.    Basis of Presentation



CyberGuard Corporation (the Company) has prepared
the condensed consolidated financial statements included herein, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission with respect to Form 10-Q. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate so as to make
the information contained not misleading. These interim financial statements and the notes should be read in conjunction with the financial statements and the notes included in the Companys 10-K for the year ended June 30, 2002 and the risk
factors set forth in the Companys annual report on Form 10-K, including, without limitation, risk related to the factors listed below. In the Companys opinion, all adjustments (consisting only of normal recurring adjustments) necessary
for fair presentation of the information shown have been included. 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 on-going basis, we evaluate significant estimates used in preparing our financial statements, including revenue recognition, bad debt, software development cost,
inventory valuation, and deferred taxes. We based our estimates on historical experience and 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 value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



2.    Summary of Significant Accounting Policies



Software Development CostsThe Company
capitalizes costs related to the development of certain software products in accordance with Statement of Financial Accounting Standards No. 86, Accounting For the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed
(SFAS No. 86) which requires capitalization to begin when technological feasibility has been established and ends when the product is available for general release to customers. Software development costs incurred prior to technological
feasibility, defined by implementation of a beta project, are considered research and development costs and are expensed as incurred. Capitalized costs are amortized on a straight-line method over two years. The Company capitalized $103 in software
development costs for the quarter ended September 30, 2002.



Revenue RecognitionRevenues from product sales are recognized only when a contract or agreement has been executed, delivery of the product has occurred, the fee is fixed and determinable and we believe collection is
probable. While we generally recognize product revenue on product shipment, we defer revenues on product sales for value added resellers until the partners demonstrate consistency of payment within terms and no product returns for a three month
period. Service revenues are recognized ratably on a monthly basis over the service contract term. Service revenues primarily include the annual fee for maintenance, which is sold as part of our security solutions, and for subscription renewals from
our existing customers and end users. These services provide our customers access to our worldwide support organization for product updates, general security information and technical support. During the quarter ended September 30, 2002, fourteen
(14) resellers were changed from cash basis to accrual, based on a reasonable assurance of collectibility from evaluating their payment histories. The impact was to increase revenue by approximately $252 for the quarter ended September 30, 2002.



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CYBERGUARD CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2002

Amounts in thousands, except per share data

(Unaudited)



Revenue on post-contract customer support is deferred and amortized by the
straight-line method over the term of the contracts. The Company also provides professional support services, which are available under service agreements and charged for separately. These services are generally provided under time and materials
contracts and revenue is recognized as the service is provided.



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



Net Income Per
ShareBasic income/(loss) per share is computed by dividing net income/(loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings/(loss) per share data is computed on
the basis of the weighted average number of common shares outstanding plus the effect of outstanding stock options and warrants using the treasury method. When the effects of the outstanding stock options, warrants and/or convertible securities are
anti-dilutive, they are not included in the calculation of diluted earnings/(loss) per share.



The table below illustrates the components of earnings per share:



|                                                     |  | Three Months Ended September 30, 2002 |  | Three Months Ended September 30, 2001 |  
|---------------------------------------------------- |  | ------------------------------------- |  | ------------------------------------- | -
|Net Income/(loss)                                    |  | $931                                  |  | ($908                                 | )
|                                                     |  |                                       |  |                                       |  
|Weighted average number of common shares outstanding |  | 19,181                                |  | 18,552                                |  
|Dilutive effect of:                                  |  |                                       |  |                                       |  
|Employee stock options                               |  | 2,307                                 |  | 0                                     |  
|Warrants                                             |  | 684                                   |  | 0                                     |  
|                                                     |  |                                       |  |                                       |  
|Weighted average number of common shares outstanding |  | 22,172                                |  | 18,552                                |  
|                                                     |  |                                       |  |                                       |  
|Earnings/(loss) per share                            |  |                                       |  |                                       |  
|Basic                                                |  | 0.05                                  |  | (0.05                                 | )
|Diluted                                              |  | 0.04                                  |  | (0.05                                 | )
|                                                     |  |                                       |  |                                       |  



The
results of operations for the three months ended September 30, 2002 are not necessarily indicative of the results of operations that may be expected for the year ending June 30, 2003.



The Companys operating results and financial condition may be impacted by a number of factors
including, but not limited to the following, any of which could cause actual results to vary materially from current and historical results or the Companys anticipated future results. A portion of the Companys revenue is derived from its
international operations and sources. As a result, the Companys operations and financial results could be affected by international factors such as changes in foreign currency exchange rates or weak economic conditions in the international
markets in which the Company distributes its products. The network security industry is highly competitive and competition is expected to intensify. There are numerous companies competing in segments of the market in which the Company does business.
Competitors include organizations significantly larger and with more development, marketing and financial resources than the Company. In addition, the Company is subject to risks and uncertainties which include, but are not limited to, the timely
development of and acceptance of new products, impact of competitive products, competition for and retention of key management and



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CYBERGUARD CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2002

Amounts in thousands, except per share data

(Unaudited)



technology employees, possible attacks on our networks causing changes to the publics perception of the Company, the ability to secure
additional financing, government regulation, inventory obsolescence, the ultimate outcome of certain litigation matters, and cash balances in excess of federally insured limits.



3.    Recent Accounting Pronouncements



In June 2002, the FASB issued SFAS No. 146, Accounting
for Costs Associated with Exit or Disposal Activities (SFAS 146). SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No.
94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring), as liabilities for these costs are now recognized when incurred rather than
at the date an entity commits to an exit plan. The provisions of SFAS 146 are effective, on a prospective basis, for exit or disposal activities initiated by the Company after December 31, 2002. The Company believes SFAS 146 will not have any impact
on the Company at this time.



4.    Contingencies



Litigation



On August 24,
1998, the Company announced, among other things, that due to a review of its revenue recognition practices relating to distributors and resellers, it would restate prior financial results. After the August 24, 1998 announcement, twenty-five
purported class action lawsuits were filed by alleged shareholders against the Company and certain former officers and directors. Pursuant to an order issued by the Court, these actions have been consolidated into one action, styled Stephen Cheney,
et al. v. CyberGuard Corporation, et al., Case No. 98-6879-CIV-Gold, in the United States District Court, Southern District of Florida. On August 23, 1999, the plaintiffs filed a Consolidated and Amended Class Action Complaint. This action seeks
damages purportedly on behalf of all persons who purchased or otherwise acquired the Companys common stock during various periods from November 7, 1996 through August 24, 1998. The complaint alleges, among other things, that as a result of
accounting irregularities relating to the Companys revenue recognition policies, the Companys previously issued financial statements were materially false and misleading and that the defendants knowingly or recklessly published these
financial statements which caused the Companys common stock prices to rise artificially. The action alleges violations of Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and SEC Rule 10b-5 promulgated thereunder
and Section 20(a) of the Exchange Act. Subsequently, the defendants, including the Company, filed their respective motions to dismiss the Consolidated and Amended Class Action Complaint. On July 31, 2000, the Court issued a ruling denying the
Companys and Robert L. Carberrys (the Companys CEO from June 1996 through August 1998) motions to dismiss. The court granted the motions to dismiss with prejudice for defendants William D. Murray (the Companys CFO from
November 1997 through August 1998), Patrick O. Wheeler (the Companys CFO from April 1996 through October 1997), C. Shelton James (the Companys former Audit Committee Chairman), and KPMG Peat Marwick LLP (KPMG). On August 14,
2000, the plaintiffs filed a motion for reconsideration of that order. The Company filed an answer to the plaintiffs Consolidated and Amended Class Action Complaint on August 24, 2000. On March 20, 2001, the Court ruled on the plaintiffs
motion for reconsideration that the previously dismissed defendants William D. Murray, Patrick O. Wheeler and C. Shelton James should not have been dismissed from the action and shall be defendants in this action under the control person liability
claims under Section 20(a) of the Exchange



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CYBERGUARD CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2002

Amounts in thousands, except per share data

(Unaudited)



Act, and that the plaintiffs may amend the Consolidated and Amended Class Action Complaint to bring claims against C. Shelton James under
Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. On April 5, 2001, the plaintiffs filed their Second Consolidated and Amended Class Action Complaint to include amended claims against C. Shelton James. On May 10, 2001, the
Company filed an answer and affirmative defenses to plaintiffs Second Consolidated and Amended Class Action Complaint. On August 14, 2002, the Court granted the plaintiffs Motion for Class Certification and certified the class to include
all investors who acquired the Companys common stock between November 7, 1996 and August 24, 1998 and were damaged by the purchase of such stock. The trial is scheduled for March 2004. The parties are currently conducting discovery.



The Companys obligation to indemnify its
officers and directors under the aforementioned lawsuit is insured to the extent of the limits of the applicable insurance policies. The Company has notified its insurance carrier of the existence of the lawsuit, and the carrier has sent the Company
a reservation of rights letter. The Company intends to vigorously defend this action, and believes that in the event that it is unsuccessful, insurance coverage will be available to defray a portion, or substantially all, of the expense of defending
and settling the lawsuit or paying a judgment. However, the Company is unable to predict the ultimate outcome of the litigation. There can be no assurance that the Company will be successful in defending the lawsuit or, if unsuccessful, that
insurance will be available to pay all or any portion of the expense of the lawsuit. If the Company is unsuccessful in defending the lawsuit and the insurance coverage is unavailable or insufficient, the resolution of the lawsuit could have a
material adverse effect on the Companys consolidated financial position, results of operations, and cash flows. The Companys consolidated financial statements do not include any adjustments related to these matters.



On September 16, 1999, the Company filed a lawsuit against
KPMG and August A. Smith, the KPMG engagement partner. The lawsuit is pending in the Circuit Court of the 17thJudicial Circuit in and for Broward County, Case No. 00-004102-CACE-14. On May 1, 2000, the Company filed the First Amended Complaint, alleging that KPMG failed to properly audit the Companys financial statements and provided inaccurate advice
on accounting matters for fiscal years 1996, 1997 and 1998. The action alleges professional malpractice, breach of fiduciary duty, breach of contract and breach of implied duty of good faith, and seeks damages in excess of $10 million. KPMG and Mr.
Smith filed motions to dismiss, which were denied. In August 2000, KPMG and Mr. Smith filed their answers and KPMG filed counterclaims against the Company, alleging the Companys breach of contract, negligent misrepresentation and abuse of
process, and seeking an unspecified amount of damages consisting of unpaid service fees and legal fees and costs. The Company filed an answer to KPMGs counterclaims and moved to dismiss KPMGs abuse of process counterclaim. On April 9,
2001, the Court dismissed the abuse of process counterclaim with prejudice. The parties are currently conducting discovery. We are unable at this time to estimate the loss, if any, that the Company may incur if we are unsuccessful in defending this
suit.



On November 2, 2001, the Company filed a
lawsuit against Data Return Corporation in the United States District Court of the Southern District of Florida, alleging breach of contract, and seeking, among other remedies, damages of approximately $4.2 million. On November 26, 2001, Data Return
Corporation filed an answer and affirmative defenses. On or about January 15, 2002, Data Return Corporation filed a motion challenging the jurisdiction of the U.S. District Court, Southern District of Florida. On or about March 27, 2002, the U.S.
District Court for the Southern District of Florida dismissed the action on jurisdictional grounds. The Company continues to consider its alternatives with respect to this litigation, including whether to re-file the action in a different
jurisdiction.



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CYBERGUARD CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2002

Amounts in thousands, except per share data

(Unaudited)





The
Company is involved from time to time, in the ordinary course of its business, in various litigation relating to the conduct of its business. The Company believes that these other litigation matters will not have a material adverse effect on its
consolidated financial position, results of operations or cash flows.



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CYBERGUARD CORPORATION

September 30, 2002

(Dollars in thousands, except per share data)



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



This Form 10-Q contains forward-looking statements about future results, which are subject to risks, and uncertainties, including those
discussed below. These statements relate to future events or our future financial performance. In many cases you can identify forward-looking statements by terminology such as may, will, should,
expects, plans, anticipates, believes, estimates, predicts, potential, intend, or continue, or the negative of such terms and other
comparable terminology. However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements include statements about our plans, objectives, expectations, intentions and other statements that are
not historical facts. They are subject to known and unknown risks and uncertainties and assumptions that could cause our actual results to differ materially from those expected 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, but not limited to, the risks described in Part II, Item 7, of the Companys 10-K for the year ended June 30, 2002. You should not unduly
rely on these forward-looking statements, which apply only as of the date of this quarterly report. We undertake no obligation to update any forward-looking statements to reflect new information, circumstances or events after the date of this
report. These forward-looking statements are only predictions.



The Company provides a full suite of products and services for the network security industry. The products offered by the Company include the CyberGuard®Firewall and VPN, proprietary and third party technology (such as authentication, virus scanning, encryption, advanced reporting, high availability
and centralized management), and consulting, support, and installation services.



Results of Operations



The quarter
ended September 30, 2002 compared to the quarter ended September 30, 2001



Net Revenues



Net revenues consist primarily of the network security products and support related to these products. For the quarter ended September 30, 2002, net revenues increased by $2,524 to $7,100 compared to $4,576 for the quarter ended
September 30, 2001. The increase was comprised of an increase in product sales of $1,873 and services of $651. Total international revenue represented approximately 50% of total revenues for the three months ended September 30, 2002 compared to
approximately 49% for the three months ended September 30, 2001.



The increase in revenues for the quarter ended September 30, 2002 is the result of increased focus in the security industry by consumers in both commercial and government sectors. All three worldwide regions experience significant
product revenue growth during the quarter ended September 30, 2002. This growth is attributable to several key factors:



| | n |  | New channel partner traction
| | - |  | ----------------------------



| | n |  | Worldwide government purchases
| | - |  | ------------------------------



| | n |  | Continuing development of our Middle East market space
| | - |  | ------------------------------------------------------



| | n |  | More seasoned sales force
| | - |  | -------------------------



Service revenue includes maintenance contracts related to new product sales, renewal maintenance contracts
for products previously deployed, training, installation and consulting services. The increase in service revenue corresponds to the growth in the Companys customer base and its timing of renewal maintenance. Support services for network
security products accounted for 31% of revenues during the quarter ended September 30, 2002 as compared to 34% of revenues during the quarter ended September 30, 2001.



9



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##### Table of Contents

CYBERGUARD CORPORATION

September 30, 2002

(Dollars in thousands, except per share data)





Gross Profit



Gross Profit as a percentage of revenues
was at 75% for the quarter ended September 30, 2002 compared to 74% for the quarter ended September 30, 2001.



The Companys gross margin has been, and will continue to be, affected by a variety of factors including, competition, the mix and
average selling prices of products, new product introductions and enhancements, and the fluctuations in manufacturing volumes. We must continue to manage each of these factors effectively for our gross margins to remain at their current
level.



Operating Expenses, Other Income and Expense
and Net Income/(Loss)



Research and
development expense includes salaries, non-capitalized equipment, software tools, and depreciation from capital equipment and software. Research and development expense decreased by $309 to $1,047 for the quarter ended September 30, 2002 compared to
$1,356 for the quarter ended September 30, 2001. The decrease is in part the result of a reduction in headcount and the reduction in salary expense related to the special option program discussed in Part I, Item 1, Footnote 7 of the 10Q filed with
the SEC for quarter ending December 31, 2001. Additionally, approximately $103 of research and development cost was capitalized during the quarter ended September 30, 2002. As a percentage of total revenue, research and development expense decreased
to 15% for the quarter ended September 30, 2002 from 30% for the quarter ended September 30, 2001.



We expect to increase our research and development costs in total dollars to enhance and expand our current product offerings and develop
new products. We also expect research and development costs to increase at a slower rate than revenues. We plan to continue to make the necessary investment in research and development to keep our products at a competitive advantage.



Selling, general and administrative expense includes salaries,
commissions, costs associated with the executive, human resource, finance and administrative support functions, and legal and accounting professional services. Selling, general and administrative expense increased by $353 to $3,322 for the quarter
ended September 30, 2002 from $2,969 for the quarter ended September 30, 2001.



The increase in selling, general and administrative expenses for the quarter ended September 30, 2002, of $353 is attributable to increases in the sales and marketing area related to increased
headcount for additional inside sales people, severance costs related to employee termination in the Europe, Middle East and Africa region and expansion of personnel within our US Government sales force.



Total Other Expense increased $52 for the quarter ended
September 30, 2002 to $24 compared to income of $28 for the quarter ended September 30, 2001. The increase in expense is due to loss on sale of assets during the quarter of $36, and the net effect of a foreign currency loss for the quarter.



Net income for the quarter ended September 30,
2002 was $931 compared to a net loss of $908 for the quarter ended September 30, 2001. The Company did not provide for income taxes due to its estimate of the effective tax rate expected to be applicable for the full fiscal year and the significant
net operating loss carryforwards available.



Liquidity and
Capital Resources



The Company has generally
experienced losses since its inception as a network security company. The Companys historical uses of cash have been to fund net losses from operations, establish inventory stocking levels, and fund capital expenditures for property, equipment
and software. For the quarter ended September 30, 2002, the Company earned net income of approximately $931 on revenues of approximately $7,100. For the quarter ended September 30, 2001, the Company incurred a net loss of approximately $908 on
revenues of approximately $4,576.



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##### Table of Contents

CYBERGUARD CORPORATION

September 30, 2002

(Dollars in thousands, except per share data)





At
September 30, 2002, the Company had cash and cash equivalents on hand of $7,154 representing an increase of $988 from $6,166 as of June 30, 2002. Accounts payable and accrued liabilities increased $416, accounts receivable increased $74, property
and equipment increased $236, and other current assets increased by $401 compared to June 30, 2001.



The Companys principal sources of liquidity at September 30, 2002, consisted of cash, accounts receivable, and vendor trade credit.



We believe our existing cash; cash equivalents
and short-term investments will be sufficient to meet our cash requirements at least through the next twelve months. However, we may be required or could elect to seek additional funding prior to that time. Our future capital requirements will
depend on many factors, including our rate of revenue growth, the timing and extent of spending on support, product development efforts and expansion of sales and marketing, the timing of introductions of new products and enhancement to existing
products, and market acceptance of our products. Other recent and possible future events that could also materially impact the Companys ability to successfully execute on its business plans are described in Information Relating to Forward
Looking Statements of this Item on Form 10-Q.



We
have no other agreements or arrangements for third parties to provide us with sources of liquidity and capital resources, including off balance sheet arrangements.



CRITICAL ACCOUNTING POLICIES



Our discussion and analysis of financial conditions and results of operations is based on our consolidated
financial statements, which have been prepared in accordance with generally accepted accounting principles 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 on-going basis, we evaluate significant estimates used in preparing our financial statements, including revenue
recognition, bad debt, software development cost, inventory valuation, and deferred taxes. We based our estimates on historical experience and 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 value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



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. CyberGuard follows very specific and detailed guidelines in measuring
revenue; however, certain judgments affect the application of our revenue policy. The discretion involved in this process makes revenue results difficult to predict, and any shortfall in revenue or delay in recognizing revenue could cause our
operating results to vary significantly from quarter to quarter and could result in future operating losses.



We generate revenues through:



| | n |  | Sales of product and services subscriptions indirectly through our reseller network at a discount from
list price;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| | n |  | Sales of products and services subscriptions directly to our end users.
| | - |  | -----------------------------------------------------------------------



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CYBERGUARD CORPORATION

September 30, 2002

(Dollars in thousands, except per share data)



Service revenues primarily include the annual fee for maintenance, which is sold as
part of our security solutions, and for subscription renewals from our existing customers and end users. These services provide our customers access to our worldwide support organization for product updates, general security information and
technical support.



We recognize revenues for
product sales only when a contract or agreement has been executed, delivery of the product has occurred, the fee is fixed and determinable and we believe collection is probable. While we generally recognize product revenue on product shipment, we
defer revenues on product sales for value added resellers until the partners demonstrate consistency of payment within terms and no product returns for a three-month period. Service revenues are recognized ratably on a monthly basis over the service
contract term.



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 credit-worthiness of each
customer. In estimating the allowance for doubtful accounts, we analyze our accounts receivable aging, historical bad debts, customer credit-worthiness, current economic trends and other factors. If the financial condition of our customers were to
deteriorate, resulting in an impairment of their ability to make payments, additional allowance might be required.



Software Development Costs



The Company capitalizes costs related to the development of certain software products in accordance with Statement of Financial Accounting
Standards No. 86, Accounting For the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed (SFAS No. 86) which requires capitalization to begin when technological feasibility has been established and ends when
the product is available for general release to customers. Software development costs incurred prior to technological feasibility, defined by implementation of a beta project, are considered research and development costs and are expensed as
incurred. Capitalized costs are amortized on a straight-line method over two years.



Inventory Valuation



Inventories consist primarily of component parts and computer hardware and are carried at the lower of cost, determined by the First-In-First-Out (FIFO) method, or market. We write our
inventories down to estimated market value based on assumptions of our future demand, based on projected product releases and market conditions. Variation in market trends, customer preferences, introduction of new products (replacing existing
products) or technological advances could, however, significantly affect these estimates and result in additional inventory write-downs.



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 asset, in the future, an adjustment to the deferred tax asset would increase income in the period the determination was made.



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##### Table of Contents

CYBERGUARD CORPORATION

September 30, 2002

(Dollars in thousands, except per share data)





Information Relating to
Forward Looking Statements



Statements
regarding future products, prospects, profitability, business plans and strategies, future revenues and revenue sources, future liquidity and capital resources, future computer network security market directions, future acceptance of the
Companys products and possible growth in markets, as well as all other statements contained in this Report on Form 10-Q that are not purely historical are forward-looking statements.



Forward-looking statements are based upon assumptions and analyses made by the Company in light of current
conditions, future developments and other factors the Company believes are appropriate in the circumstances, or information obtained from third parties and are subject to a number of assumptions, risks and uncertainties. Readers are cautioned that
forward-looking statements are not guarantees of future performance and that the actual results might differ materially from those suggested or projected in the forward-looking statements. Accordingly, there can be no assurance that the
forward-looking statements will occur or that results will not vary significantly from those described in the forward-looking statements. Some of the factors that might cause future actual events to differ from those predicted or assumed include:
future advances in technologies and computer security; the Companys history of annual net operating losses and the financing of these losses through the sale of assets and newly issued Company securities; the Companys ability to execute
on its business plans; the Companys dependence on outside parties such as its key customers and alliance partners; competition from major computer hardware, software, and networking companies; risk and expense of government regulation and
effects on changes in regulation; the limited experience of the Company in marketing its products; uncertainties associated with product performance liability; risks associated with growth and expansion; global economic conditions, overall network
security spending, risks associated with obtaining and maintaining patent and intellectual property right protection, uncertainties in availability of expansion capital in the future and other risks associated with capital markets, including the
events of September 11, 2001 and its repercussions. In addition, certain events that have occurred also are factors that might cause future actual events to differ from those predicted or assumed, including: the impact of the restatement of
financial results for the Companys fiscal year ended June 30, 1997 and quarters ended September 30, 1997, December 31, 1997 and March 31, 1998; the completion of the numerous organizational changes and the assembly of a new management team for
CyberGuard; the outcome of a class action lawsuit against the Company relating to the restatement of financial results for the fiscal periods noted above. In addition, the forward-looking statements herein involve assumptions, risks and
uncertainties, including, but not limited to economic, competitive, operational, management, governmental, regulatory, litigation and technological factors affecting the Companys operations, liquidity, capital resources, markets, strategies,
products, prices and other factors discussed elsewhere herein and in the other documents filed by the Company with the Securities and Exchange Commission. Many of the foregoing factors are beyond the Companys control.



The Companys future success is based largely on its
ability to develop and sell increasingly technologically advanced network security solutions in sufficient volume and at sufficient prices to become profitable on a consistent basis. In addition, the network security market is characterized by
extremely rapid technological change, requiring rapid product development. The velocity of technological change has accelerated, and the Company believes that it is important to its future that it keeps pace with these changes. The Company believes
that competition will continue to intensify in the rapidly evolving markets in which the Company is involved, and that the continued development of technologically advanced products will be necessary to keep our products current. The Company
believes that its ability to generate adequate cash flow from operations will be critical to its future.



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CYBERGUARD CORPORATION

September 30, 2002

(Dollars in thousands, except per share data)





Item 3.    Quantitative and Qualitative Disclosures Concerning Market Risk



We have limited exposure to financial market risks, including changes in interest rates. The fair value of our investments or related
income would not be significantly impacted by a 100 basis point increase or decrease in interest rates due mainly to the short-term nature of the major portion of our investments. A fluctuation in interest rates would not significantly affect
interest expense on debt obligations since a significant portion of the debt obligation is at a fixed rate of interest.



The Company uses the U.S. Dollar as its reporting currency for financial statement purposes. The Company conducts business in numerous
countries around the world through its European subsidiary that uses the local currency to denominate its transactions. Therefore, the Company is subject to certain risks associated with fluctuating foreign currencies.



Due to the long-term nature of the Companys investment
in this subsidiary, the translation adjustments resulting from these exchange rate fluctuations are excluded from the results of operations and recorded in a separate component of consolidated stockholders equity. The Company monitors its
currency exposure but does not hedge its translation exposure due to the high economic costs of such a program and the long-term nature of its investment in its European subsidiary.



Item 4.    Controls and Procedures



Evaluation of Disclosure Controls and Procedures



Within the 90 days prior to the date of filing this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the assistance of the Chief Executive Officer
(CEO), the Chief Financial Officer (CFO), the Companys Disclosure Control Procedures Committee, and Company management, of the effectiveness of the design and operation of the Companys disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. This evaluation also considered the proposed amendments to Rule 13a-14 described in Securities and Exchange Commission Release Nos. 33-8183 and 34-46701. Based upon that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries)
required to be included in the Companys periodic SEC filings. There have been no significant changes in the Companys internal controls or in other factors that could significantly affect internal controls subsequent to the date of the
evaluation.



Limitations on the Effectiveness of Controls



The Company maintains a system of internal accounting
controls to provide reasonable assurance that assets are safeguarded and that transactions are executed in accordance with managements authorization and recorded properly to permit the preparation of financial statements in accordance with
generally accepted accounting principles. We have designed our disclosure controls procedures to provide a reasonable level of assurance of reaching our desired disclosure control objectives. We believe our disclosure controls and procedures are
effective in reaching that level of reasonable assurance. However, the Companys management, including the CEO and CFO, does not expect that the Companys disclosure controls or internal controls will prevent all errors and all potential
fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute



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##### Table of Contents

CYBERGUARD CORPORATION

September 30, 2002

(Dollars in thousands, except per share data)



assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people,
or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



PART II: OTHER INFORMATION



Item 1.    Legal Proceedings



Litigation



On August 24,
1998, the Company announced, among other things, that due to a review of its revenue recognition practices relating to distributors and resellers, it would restate prior financial results. After the August 24, 1998 announcement, twenty-five
purported class action lawsuits were filed by alleged shareholders against the Company and certain former officers and directors. Pursuant to an order issued by the Court, these actions have been consolidated into one action, styled Stephen
Cheney, et al. v. CyberGuard Corporation, et al., Case No. 98-6879-CIV-Gold, in the United States District Court, Southern District of Florida. On August 23, 1999, the plaintiffs filed a Consolidated and Amended Class Action Complaint. This
action seeks damages purportedly on behalf of all persons who purchased or otherwise acquired the Companys common stock during various periods from November 7, 1996 through August 24, 1998. The complaint alleges, among other things, that as a
result of accounting irregularities relating to the Companys revenue recognition policies, the Companys previously issued financial statements were materially false and misleading and that the defendants knowingly or recklessly published
these financial statements which caused the Companys common stock prices to rise artificially. The action alleges violations of Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and SEC Rule 10b-5 promulgated
thereunder and Section 20(a) of the Exchange Act. Subsequently, the defendants, including the Company, filed their respective motions to dismiss the Consolidated and Amended Class Action Complaint. On July 31, 2000, the Court issued a ruling denying
the Companys and Robert L. Carberrys (the Companys CEO from June 1996 through August 1998) motions to dismiss. The court granted the motions to dismiss with prejudice for defendants William D. Murray (the Companys CFO from
November 1997 through August 1998), Patrick O. Wheeler (the Companys CFO from April 1996 through October 1997), C. Shelton James (the Companys former Audit Committee Chairman), and KPMG Peat Marwick LLP (KPMG). On August 14,
2000, the plaintiffs filed a motion for reconsideration of that order. The Company filed an answer to the plaintiffs Consolidated and Amended Class Action Complaint on August 24, 2000. On March 20, 2001, the Court ruled on the plaintiffs
motion for reconsideration that the previously dismissed defendants William D. Murray, Patrick O. Wheeler and C. Shelton James should not have been dismissed from the action and shall be defendants in this action under the control person liability
claims under Section 20(a) of the Exchange Act, and that the plaintiffs may amend the Consolidated and Amended Class Action Complaint to bring claims against C. Shelton James under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated
thereunder. On April 5, 2001, the plaintiffs filed their Second Consolidated and Amended Class Action Complaint to include amended claims against C. Shelton James. On May 10, 2001, the Company filed an answer and affirmative defenses to
plaintiffs Second Consolidated and Amended Class Action Complaint. On August 14, 2002, the Court granted the plaintiffs Motion for Class Certification and certified the class to include all investors who acquired the Companys
common stock between November 7, 1996 and August 24, 1998 and were damaged by the purchase of such stock. The trial is scheduled for March 2004. The parties are currently conducting discovery.



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CYBERGUARD CORPORATION

September 30, 2002

(Dollars in thousands, except per share data)





The
Companys obligation to indemnify its officers and directors under the aforementioned lawsuit is insured to the extent of the limits of the applicable insurance policies. The Company has notified its insurance carrier of the existence of the
lawsuit, and the carrier has sent the Company a reservation of rights letter. The Company intends to vigorously defend this action, and believes that in the event that it is unsuccessful, insurance coverage will be available to defray a portion, or
substantially all, of the expense of defending and settling the lawsuit or paying a judgment. However, the Company is unable to predict the ultimate outcome of the litigation. There can be no assurance that the Company will be successful in
defending the lawsuit or, if unsuccessful, that insurance will be available to pay all or any portion of the expense of the lawsuit. If the Company is unsuccessful in defending the lawsuit and the insurance coverage is unavailable or insufficient,
the resolution of the lawsuit could have a material adverse effect on the Companys consolidated financial position, results of operations, and cash flows. The Companys consolidated financial statements do not include any adjustments
related to these matters. We are unable at this time to estimate the loss, if any, that the Company may incur if we are unsuccessful in defending this suit.



On September 16, 1999, the Company filed a lawsuit against KPMG and August A. Smith, the KPMG engagement partner. The lawsuit is pending
in the Circuit Court of the 17thJudicial Circuit in and for Broward County, Case No. 00-004102-CACE-14. On May 1,
2000, the Company filed the First Amended Complaint, alleging that KPMG failed to properly audit the Companys financial statements and provided inaccurate advice on accounting matters for fiscal years 1996, 1997 and 1998. The action alleges
professional malpractice, breach of fiduciary duty, breach of contract and breach of implied duty of good faith, and seeks damages in excess of $10 million. KPMG and Mr. Smith filed motions to dismiss, which were denied. In August 2000, KPMG and Mr.
Smith filed their answers and KPMG filed counterclaims against the Company, alleging the Companys breach of contract, negligent misrepresentation and abuse of process, and seeking an unspecified amount of damages consisting of unpaid service
fees and legal fees and costs. The Company filed an answer to KPMGs counterclaims and moved to dismiss KPMGs abuse of process counterclaim. On April 9, 2001, the Court dismissed the abuse of process counterclaim with prejudice. The
parties are currently conducting discovery.



On
November 2, 2001, the Company filed a lawsuit against Data Return Corporation in the United States District Court of the Southern District of Florida, alleging breach of contract, and seeking, among other remedies, damages of approximately $4.2
million. On November 26, 2001, Data Return Corporation filed an answer and affirmative defenses. On or about January 15, 2002, Data Return Corporation filed a motion challenging the jurisdiction of the U.S. District Court, Southern District of
Florida. On or about March 27, 2002, the U.S. District Court for the Southern District of Florida dismissed the action on jurisdictional grounds. The Company continues to consider its alternatives with respect to this litigation, including whether
to re-file the action in a different jurisdiction.



The Company is involved from time to time, in the ordinary course of its business, in various litigation relating to the conduct of its business. The Company believes that these other litigation matters will not have a material
adverse effect on its consolidated financial position, results of operations or cash flows.



Item 2.    Changes in Securities and Use of Proceeds



None



Item 3.    Defaults upon Senior Securities



None



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##### Table of Contents

CYBERGUARD CORPORATION

September 30, 2002

(Dollars in thousands, except per share data)





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



None



Item 5.    Other Information



None



Item 6.    Exhibits and Reports on Form 8-K



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



|Exhibit No. |  |   |  | Exhibit Description                                                                                                                                                  
|----------- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           
|10.1        |  |  |  | Retirement Savings Plan, as amended and restated on July 1, 2002_                                                                                                    
|           
|99.01       |  |  |  | Certification by Scott J. Hammack, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|           
|99.02       |  |  |  | Certification by Michael D. Matte, Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. 



|(b) |  | Reports filed on Form 8-K during the quarter ended September 30, 2002: The Company filed no reports on Form 8-K during the quarter ended September 30, 2002.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|1 |  | Incorporated herein by reference to the Companys Registration Statement of Form S-8 (Commission File Number 333-58262), filed on July 19, 2002.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

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.



|Date: May 27, 2003 |  | CYBERGUARD CORPORATION
|------------------ |  | ----------------------
|                   |  |                       
|                   |  | By:                   
|                   |  |                       
|                   |  |                       
|                   |  | By:                   
|                   |  |                       



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##### Table of Contents

CERTIFICATIONS



I, Scott J. Hammack, certify that:



1. I have reviewed this quarterly report on Form 10-Q for CyberGuard Corporation;



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 the registrant as of, and for, the periods presented in this quarterly report;



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



a) Designed such disclosure controls and procedures to ensure the material information relating to the registrant, 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 the registrant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. The registrants
other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant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 the registrants ability to record, process, summarize and report financial data and have identified for the registrant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 the registrants internal controls; and



6. The registrant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: May 27, 2003



/S/ SCOTT J. HAMMACK



Scott J. Hammack

Chief Executive Officer



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##### Table of Contents

I, Michael D. Matte, certify that:



1. I have reviewed this quarterly report on Form 10-Q for CyberGuard Corporation;



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 the registrant as of, and for, the periods presented in this quarterly report;



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



a) Designed such disclosure controls and procedures to ensure the material information relating to the
registrant, 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 the registrant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. The registrants
other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant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 the registrants ability to record, process, summarize and report financial data and have identified for the registrant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 the registrants internal controls; and



6. The registrant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: May 27, 2003



/S/ MICHAEL D. MATTE



Michael D. Matte

Chief Financial Officer



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##### Table of Contents



Index to
Exhibits



|Exhibit Number |  | Exhibit Description                                                                                                                                                  
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              
|99.01          |  | Certification by Scott J. Hammack, Chief Executive Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|              
|99.02          |  | Certification by Michael D. Matte, Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.