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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-Q



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(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 2004



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)



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



|                                            |  |           
|------------------------------------------- |  | ----------
|350 SW 12thAvenue, Deerfield Beach,
Florida |  | 33442     
|(Address of Principal Executive Offices)    |  | (Zip Code)



Registrants
Telephone Number, Including Area Code 954-375-3500





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



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Indicate by check x 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  x    No ̈



and (2) has been subject to
such filing requirements for the past 90 days.    Yes  x    No ̈



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



As of November 8, 2004, 30,561,540 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                            |  | 19
|                                                                                              | 
|Item 4.
Controls and Procedures                                                               |  | 19
|                                                                                              | 
|PART II.
OTHER INFORMATION                                                                    |  |   
|                                                                                              | 
|Item 1.
Legal Proceedings                                                                     |  | 21
|                                                                                              | 
|Item 2.
Changes in Securities and Use of Proceeds                                             |  | 22
|                                                                                              | 
|Item 3.
Defaults Upon Senior Securities                                                       |  | 22
|                                                                                              | 
|Item 4.
Submission of Matters to a Vote of Security Holders                                   |  | 22
|                                                                                              | 
|Item 5.
Other Information                                                                     |  | 22
|                                                                                              | 
|Item 6.
Exhibits and Reports on Form 8-K                                                      |  | 22
|                                                                                              | 
|SIGNATURES                                                                                    |  | 24
|                                                                                              | 
|EXHIBITS                                                                                      |  |   



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##### Table of Contents

PART I: FINANCIAL INFORMATION



Item 1. Financial Statements



CYBERGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share data)



|                                                                                                                                         |  |                              |         |   |              |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ------------ | - | ------- | -
|                                                                                                                                         |  | (Unaudited)September 30,2004 |         |   | June 30,2004 |  
|ASSETS                                                                                                                                   |  |                              |         |   |              |   |         |  
|Cash and cash equivalents                                                                                                                |  | $                            | 14,621  |   |              | $ | 12,447  |  
|Restricted cash                                                                                                                          |  |                              | 200     |   |              |   | 197     |  
|Accounts receivable, less allowance for uncollectible accounts of $713 and $365 at September 30, 2004 and June 30, 2004,
respectively    |  |                              | 11,253  |   |              |   | 9,461   |  
|Inventories                                                                                                                              |  |                              | 2,414   |   |              |   | 2,063   |  
|Other current assets                                                                                                                     |  |                              | 2,782   |   |              |   | 2,790   |  
|                                                                                                                                         |  |                              |         |   |              |   |         |  
|Total current assets                                                                                                                     |  |                              | 31,270  |   |              |   | 26,958  |  
|                                                                                                                                         |  |                             
|Property and equipment at cost, less accumulated depreciation of $4,803 and $4,619 at September 30, 2004 and June 30, 2004,
respectively |  |                              | 2,317   |   |              |   | 1,673   |  
|Capitalized software, less accumulated amortization of $2,264 and $2,166 at September 30, 2004 and June 30, 2004, respectively           |  |                              | 1,435   |   |              |   | 1,530   |  
|Intangible assets, less accumulated amortization of $3,139 and $2,055 at September 30, 2004 and June 30, 2004, respectively              |  |                              | 19,179  |   |              |   | 20,262  |  
|Goodwill                                                                                                                                 |  |                              | 40,625  |   |              |   | 40,625  |  
|Deferred tax asset, net                                                                                                                  |  |                              | 5,575   |   |              |   | 5,575   |  
|Other assets                                                                                                                             |  |                              | 392     |   |              |   | 104     |  
|                                                                                                                                         |  |                              |         |   |              |   |         |  
|Total assets                                                                                                                             |  | $                            | 100,793 |   |              | $ | 96,727  |  
|                                                                                                                                         |  |                              |         |   |              |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                     |  |                              |         |   |              |   |         |  
|Accounts payable                                                                                                                         |  | $                            | 2,712   |   |              | $ | 2,951   |  
|Deferred revenue, current portion                                                                                                        |  |                              | 11,479  |   |              |   | 11,706  |  
|Accrued expenses and other liabilities                                                                                                   |  |                              | 7,037   |   |              |   | 5,750   |  
|                                                                                                                                         |  |                              |         |   |              |   |         |  
|Total current liabilities                                                                                                                |  |                              | 21,228  |   |              |   | 20,407  |  
|                                                                                                                                         |  |                             
|Deferred tax liability                                                                                                                   |  |                              | 7,454   |   |              |   | 7,466   |  
|Deferred revenue, less current portion                                                                                                   |  |                              | 2,911   |   |              |   | 2,812   |  
|                                                                                                                                         |  |                              |         |   |              |   |         |  
|Total long-term liabilities                                                                                                              |  |                              | 10,365  |   |              |   | 10,278  |  
|                                                                                                                                         |  |                              |         |   |              |   |         |  
|Total liabilities                                                                                                                        |  |                              | 31,593  |   |              |   | 30,685  |  
|                                                                                                                                         |  |                              |         |   |              |   |         |  
|Commitments and contingencies                                                                                                            |  |                              |        |   |              |   |        |  
|                                                                                                                                         |  |                             
|Shareholders equity                                                                                                                     |  |                              |         |   |              |   |         |  
|Preferred stock par value $0.01; authorized 5,000 shares; none issued                                                                    |  |                              |        |   |              |   |        |  
|Common stock par value $0.01; authorized 50,000 shares; issued and outstanding 30,163 at September 30, 2004 and 28,528 at June 30,
2004  |  |                              | 302     |   |              |   | 285     |  
|Additional paid-in capital                                                                                                               |  |                              | 147,899 |   |              |   | 144,569 |  
|Accumulated deficit                                                                                                                      |  |                              | (78,831 | ) |              |   | (78,772 | )
|Accumulated other comprehensive loss                                                                                                     |  |                              | (170    | ) |              |   | (40     | )
|                                                                                                                                         |  |                              |         |   |              |   |         |  
|Total shareholders equity                                                                                                               |  |                              | 69,200  |   |              |   | 66,042  |  
|                                                                                                                                         |  |                              |         |   |              |   |         |  
|Total liabilities and shareholders equity                                                                                               |  | $                            | 100,793 |   |              | $ | 96,727  |  
|                                                                                                                                         |  |                              |         |   |              |   |         |  



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



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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
|                                                             |  | September 30,2004  |        |   | September 30,2003
|Revenues:                                                    |  |                    |        |   |                   |   |       
|Products                                                     |  | $                  | 12,475 |   |                   | $ | 6,172 
|Services                                                     |  |                    | 3,204  |   |                   |   | 2,848 
|                                                             |  |                    |        |   |                   |   |       
|Total revenues                                               |  |                    | 15,679 |   |                   |   | 9,020 
|                                                             |  |                   
|Cost of revenues:                                            |  |                    |        |   |                   |   |       
|Products                                                     |  |                    | 4,155  |   |                   |   | 1,619 
|Services                                                     |  |                    | 996    |   |                   |   | 837   
|                                                             |  |                    |        |   |                   |   |       
|Total cost of revenues                                       |  |                    | 5,151  |   |                   |   | 2,456 
|                                                             |  |                    |        |   |                   |   |       
|Gross profit                                                 |  |                    | 10,528 |   |                   |   | 6,564 
|                                                             |  |                    |        |   |                   |   |       
|Operating expenses:                                          |  |                    |        |   |                   |   |       
|Research and development                                     |  |                    | 2,589  |   |                   |   | 1,832 
|Selling, general and administrative                          |  |                    | 8,064  |   |                   |   | 3,898 
|                                                             |  |                    |        |   |                   |   |       
|Total operating expenses                                     |  |                    | 10,653 |   |                   |   | 5,730 
|                                                             |  |                    |        |   |                   |   |       
|Operating (loss) / income                                    |  |                    | (125   | ) |                   |   | 834   
|                                                             |  |                    |        |   |                   |   |       
|Other income                                                 |  |                    |        |   |                   |   |       
|Interest income, net                                         |  |                    | 46     |   |                   |   | 33    
|Other income                                                 |  |                    | 8      |   |                   |   | 25    
|                                                             |  |                    |        |   |                   |   |       
|Total other income                                           |  |                    | 54     |   |                   |   | 58    
|                                                             |  |                    |        |   |                   |   |       
|(Loss) / Income before income taxes                          |  |                    | (71    | ) |                   |   | 892   
|                                                             |  |                    |        |   |                   |   |       
|Income tax benefit                                           |  |                    | 12     |   |                   |   | 268   
|                                                             |  |                    |        |   |                   |   |       
|Net (loss) / income                                          |  | $                  | (59    | ) |                   | $ | 1,160 
|                                                             |  |                    |        |   |                   |   |       
|Basic earnings per common share                              |  | $                  | (0.00  | ) |                   | $ | 0.05  
|                                                             |  |                    |        |   |                   |   |       
|Basic weighted average number of common shares outstanding   |  |                    | 29,172 |   |                   |   | 21,312
|                                                             |  |                    |        |   |                   |   |       
|Diluted earnings per common share                            |  | $                  | (0.00  | ) |                   | $ | 0.04  
|                                                             |  |                    |        |   |                   |   |       
|Diluted weighted average number of common shares outstanding |  |                    | 29,172 |   |                   |   | 26,928
|                                                             |  |                    |        |   |                   |   |       



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



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CYBERGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)



|                                                                                           |  |               |        |   |               |   |        |  
|------------------------------------------------------------------------------------------ |  | ------------- | ------ | - | ------------- | - | ------ | -
|                                                                                           |  | Sept. 30,2004 |        |   | Sept. 30,2003 |  
|Cash flows from operating activities:                                                      |  |               |        |   |               |   |        |  
|Net (loss) / income                                                                        |  | $             | (59    | ) |               | $ | 1,160  |  
|Adjustments to reconcile net (loss) / income to net cash provided by operating activities: |  |               |        |   |               |   |        |  
|Depreciation                                                                               |  |               | 184    |   |               |   | 302    |  
|Amortization                                                                               |  |               | 1,178  |   |               |   | 228    |  
|Deferred tax benefit                                                                       |  |               | (12    | ) |               |   | (268   | )
|Provision / (recovery) for uncollectible accounts receivable                               |  |               | 348    |   |               |   | (44    | )
|Provision for inventory                                                                    |  |               | 127    |   |               |   |       |  
|Stock based compensation expense                                                           |  |               | 126    |   |               |   | 117    |  
|                                                                                           |  |              
|Changes in assets and liabilities                                                          |  |               |        |   |               |   |        |  
|(Increase) / Decrease in accounts receivable                                               |  |               | (2,140 | ) |               |   | 179    |  
|Decrease in other current assets                                                           |  |               | 8      |   |               |   | 73     |  
|(Increase) in inventories                                                                  |  |               | (507   | ) |               |   | (12    | )
|(Increase) / Decrease in other, net                                                        |  |               | (288   | ) |               |   | 154    |  
|(Decrease) in accounts payable                                                             |  |               | (239   | ) |               |   | (62    | )
|Increase / (Decrease) in accrued expenses and other liabilities                            |  |               | 1,287  |   |               |   | (18    | )
|(Decrease) / Increase in deferred revenue                                                  |  |               | (128   | ) |               |   | 547    |  
|Decrease in receivable from insurance company                                              |  |               |       |   |               |   | 6,500  |  
|(Decrease) in litigation payable                                                           |  |               |       |   |               |   | (7,400 | )
|                                                                                           |  |               |        |   |               |   |        |  
|Net cash (used in) / provided by operating activities                                      |  |               | (115   | ) |               |   | 1,456  |  
|                                                                                           |  |               |        |   |               |   |        |  
|Cash flows used in investing activities                                                    |  |               |        |   |               |   |        |  
|(Increase) / Decrease in restricted cash                                                   |  |               | (3     | ) |               |   | 39     |  
|Capitalized software costs                                                                 |  |               |       |   |               |   | (75    | )
|Purchase of property and equipment                                                         |  |               | (799   | ) |               |   | (116   | )
|                                                                                           |  |               |        |   |               |   |        |  
|Net cash used in investing activities                                                      |  |               | (802   | ) |               |   | (152   | )
|                                                                                           |  |               |        |   |               |   |        |  
|Cash flows provided by financing activities:                                               |  |               |        |   |               |   |        |  
|Proceeds from stock options exercised                                                      |  |               | 52     |   |               |   | 2,017  |  
|Proceeds from issuance of common stock under employee stock purchase plan                  |  |               |       |   |               |   | 64     |  
|Proceeds from warrant conversion                                                           |  |               | 3,169  |   |               |   |       |  
|                                                                                           |  |               |        |   |               |   |        |  
|Net cash provided by financing activities                                                  |  |               | 3,221  |   |               |   | 2,081  |  
|                                                                                           |  |               |        |   |               |   |        |  
|Effect of exchange rate changes on cash                                                    |  |               | (130   | ) |               |   | (11    | )
|Net increase in cash                                                                       |  |               | 2,174  |   |               |   | 3,374  |  
|Cash and cash equivalents at beginning of period                                           |  |               | 12,447 |   |               |   | 12,095 |  
|                                                                                           |  |               |        |   |               |   |        |  
|Cash and cash equivalents at end of period                                                 |  | $             | 14,621 |   |               | $ | 15,469 |  
|                                                                                           |  |               |        |   |               |   |        |  
|Supplemental disclosure of cash flow information                                           |  |               |        |   |               |   |        |  
|Cash paid for interest                                                                     |  | $             |       |   |               | $ |       |  
|                                                                                           |  |               |        |   |               |   |        |  
|Cash paid for income taxes                                                                 |  | $             |       |   |               | $ |       |  
|                                                                                           |  |               |        |   |               |   |        |  



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



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CYBERGUARD CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2004

(Dollars in thousands, except per share data)

(Unaudited)



1. Business and Basis of Presentation



Business



CyberGuard Corporation and its subsidiaries (CyberGuard or the Company, We,
Us or Our) is a leading provider of network security solutions designed to protect enterprises that use the Internet for electronic commerce and secure communication (customers include Global 2000 companies, major financial
institutions, and government agencies worldwide). The Companys products include firewall, VPN (Virtual Private Network), secure content management and security management technologies. Through a combination of proprietary technology and a
highly secure operating system, the Company provides a full suite of products and services that are designed to protect the integrity of electronic data and customer applications from unauthorized individuals and digital thieves.



The products and services are sold to end-users directly and indirectly by
direct sales and resellers worldwide in over thirty countries.



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 consolidated interim financial statements and the notes should be read in conjunction with the consolidated financial statements and the notes included in the Companys 10-K
for the year ended June 30, 2004 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 consolidated financial statements, including
revenue recognition, bad debt, software development cost, inventory valuation, and deferred tax valuation allowances. We base 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. The results of operations for the three months ended September 30, 2004 are not necessarily indicative of the results of operations that may be expected for the year ending June 30, 2005.



2. Earnings Per Share (EPS)



Basic EPS is computed by dividing net (loss) / income available to common
shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur assuming stock options, warrants or other contracts to issue common stock were exercised, using the
treasury stock 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 EPS. For the quarter ended September 30, 2004 and 2003,
anti-dilutive warrants and convertible



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CYBERGUARD CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2004

(Dollars in thousands, except per share data)

(Unaudited)



securities excluded from the determination of diluted EPS totaled 2,856
and 49. The table below illustrates the components of earnings per share:



|                                                             |  |                                      |        |   |                                      |   |       
|------------------------------------------------------------ |  | ------------------------------------ | ------ | - | ------------------------------------ | - | ------
|                                                             |  | Three months endedSeptember 30, 2004 |        |   | Three months endedSeptember 30, 2003
|Net (loss) / income                                          |  | $                                    | (59    | ) |                                      | $ | 1,160 
|                                                             |  |                                      |        |   |                                      |   |       
|Basic weighted average number of common shares outstanding   |  |                                      | 29,172 |   |                                      |   | 21,312
|Dilutive effect of:                                          |  |                                      |        |   |                                      |   |       
|Employee stock options                                       |  |                                      |       |   |                                      |   | 3,755 
|Warrants                                                     |  |                                      |       |   |                                      |   | 1,861 
|                                                             |  |                                      |        |   |                                      |   |       
|Diluted weighted average number of common shares outstanding |  |                                      | 29,172 |   |                                      |   | 26,928
|                                                             |  |                                      |        |   |                                      |   |       
|Earnings per share                                           |  |                                      |        |   |                                      |   |       
|Basic                                                        |  |                                      | (0.00  | ) |                                      |   | 0.05  
|Diluted                                                      |  |                                      | (0.00  | ) |                                      |   | 0.04  



3. Stock-Based Compensation



The Company has adopted the disclosure provisions of Statement of
Financial Accounting Standard (SFAS) No. 148, Accounting for Stock Based Compensation  Transition and Disclosure, which amended SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 148 allows for
continued use of recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25 and related interpretations in accounting for stock based compensation. For the three months ended September 30, 2004 and 2003
there was approximately $0 and $5 of stock based compensation included in net (loss) / income. The following table illustrates the effect on net (loss) / income and earnings per share if the Company had applied the fair value recognition provisions
to stock-based compensation. Such disclosure is not necessarily indicative of the fair value of stock options that could be granted by the Company in future periods or of the value of all options currently outstanding.



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CYBERGUARD CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2004

(Dollars in thousands, except per share data)

(Unaudited)



|                                                                                                                    |  |                                 |        |   |      |   |       |  
|------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ---- | - | ----- | -
|                                                                                                                    |  | Three months endedSeptember 30, |       
|                                                                                                                    |  | 2004                            |        |   | 2003 |  
|Net (loss) / income as reported                                                                                     |  | $                               | (59    | ) |      | $ | 1,160 |  
|Add: Stock-based employee compensation expense included in reported net (loss) / income, net of related tax effects |  |                                 |       |   |      |   | 5     |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards     |  |                                 | (1,089 | ) |      |   | (432  | )
|Pro forma net (loss) / income                                                                                       |  | $                               | (1,148 | ) |      | $ | 733   |  
|                                                                                                                    |  |                                
|Earnings / (loss) per share:                                                                                        |  |                                 |        |   |      |   |       |  
|Basicas reported                                                                                                   |  | $                               | (0.00  | ) |      | $ | 0.05  |  
|Basicpro forma                                                                                                     |  | $                               | (0.04  | ) |      | $ | 0.03  |  
|Dilutedas reported                                                                                                 |  | $                               | (0.00  | ) |      | $ | 0.04  |  
|Dilutedpro forma                                                                                                   |  | $                               | (0.04  | ) |      | $ | 0.03  |  



The fair value method
for these options was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for the three month period ended September 30, 2004 and 2003: risk-free interest rates were 4.27% and
2.16%; the volatility factor of the expected market price of the Companys common stock was 95% and 94%, and the weighted average expected life of the option was 5 years for each period. No dividend yield was used as the Company does not
currently pay dividends.



4. Recent Accounting Pronouncements



A variety of proposed or otherwise potential accounting
standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed
standards would be material to the Companys financial statements.



5.
Acquisitions



On November 26, 2003, the Company completed
the acquisition of SnapGear, Inc., a Delaware corporation (SnapGear), pursuant to an Agreement and Plan of Merger dated November 12, 2003 (Agreement). On April 29, 2004, CyberGuard Corporation (Company) completed
the acquisition of German high-end content security vendor webwasher AG.



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CYBERGUARD CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2004

(Dollars in thousands, except per share data)

(Unaudited)



The following unaudited pro-forma financial information
was prepared in accordance with SFAS No. 141 and assumes the acquisitions occurred at the beginning of the periods presented. The unaudited pro forma financial information is provided for informational purposes only. These pro forma results are
based upon the respective historical financial statements of the respective companies, and do not incorporate, nor do they assume, any benefits from cost savings or synergies of operations of the combined company. Unaudited pro-forma results of
operations are presented after giving effect to certain adjustments for acquisition related amortization expense on intangibles resulting from the acquisitions of $1,017 for the three months ended September 30, 2003. The unaudited combined results
of continuing operations are as follows:



|                                |  |                                             |        |  
|------------------------------- |  | ------------------------------------------- | ------ | -
|                                |  | For the ThreeMonths endedSeptember 30, 2003 |       
|Proforma revenues               |  | $                                           | 13,014 |  
|Proforma net loss               |  | $                                           | (566   | )
|Loss per share-basic-proforma   |  | $                                           | (0.02  | )
|Loss per share-diluted-proforma |  | $                                           | (0.02  | )



6. Goodwill and Other Intangible
Assets



There were no changes to goodwill during the three
months ended September 30, 2004. The components of intangible assets are:



|                               |  |                   |        |   |              |   |        |  
|------------------------------ |  | ----------------- | ------ | - | ------------ | - | ------ | -
|                               |  | September 30,2004 |        |   | June 30,2004 |  
|Unamortizable Trade Name       |  | $                 | 5,100  |   |              | $ | 5,100  |  
|Amortizable:                   |  |                   |        |   |              |   |        |  
|Developed Technology           |  |                   | 6,759  |   |              |   | 6,758  |  
|Customer Base                  |  |                   | 10,459 |   |              |   | 10,459 |  
|                               |  |                   |        |   |              |   |        |  
|Total Gross Intangible Assets  |  |                   | 22,318 |   |              |   | 22,317 |  
|Accumulated Amortization:      |  |                   |        |   |              |   |        |  
|Developed Technology           |  |                   | (1,863 | ) |              |   | (1,305 | )
|Customer Base                  |  |                   | (1,276 | ) |              |   | (705   | )
|                               |  |                   |        |   |              |   |        |  
|Total Accumulated Amortization |  |                   | (3,139 | ) |              |   | (2,055 | )
|                               |  |                   |        |   |              |   |        |  
|Total Net Book Value           |  | $                 | 19,179 |   |              | $ | 20,262 |  
|                               |  |                   |        |   |              |   |        |  



Amortization expense
for the three months ended September 30, 2004 and September 30, 2003 amounted to $1,080 and $184, respectively. Estimated amortization expense of currently capitalized costs for the remainder of fiscal year 2005 and the next five fiscal years
thereafter is as follows:





|                 |  |   |      
|---------------- |  | - | -----
|Fiscal year      |  |  
|2005 (remainder) |  | $ | 3,057
|2006             |  | $ | 4,045
|2007             |  | $ | 3,405
|2008             |  | $ | 2,040
|2009             |  | $ | 1,532
|2010             |  | $ |     



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CYBERGUARD CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2004

(Dollars in thousands, except per share data)

(Unaudited)



7. Comprehensive Income



Comprehensive income is defined as the change in equity (net assets) of a
business enterprise during a period from transactions and other events and circumstances from non-owner sources, and is comprised of net income and other comprehensive income. The Companys other comprehensive income is comprised
exclusively of changes in the Companys Cumulative Translation Adjustment (CTA) account.



Comprehensive income, for the three months ended September 30, 2004 and 2003, was as follows:



|                    |  |                                      |      |   |                                      |   |       |  
|------------------- |  | ------------------------------------ | ---- | - | ------------------------------------ | - | ----- | -
|                    |  | Three months endedSeptember 30, 2004 |      |   | Three months endedSeptember 30, 2003 |  
|Net (loss) / income |  | $                                    | (59  | ) |                                      | $ | 1,160 |  
|Change in CTA       |  |                                      | (130 | ) |                                      |   | (12   | )
|                    |  |                                      |      |   |                                      |   |       |  
|Total               |  | $                                    | (189 | ) |                                      | $ | 1,148 |  
|                    |  |                                      |      |   |                                      |   |       |  



8. Segment Information



The Company views its operations and manages its business
as one segment, enterprise security solutions. Major foreign markets for our products and services include Europe, Japan, the Pacific Rim, and Latin America. In each market, we have independent channel partners who are responsible for marketing,
selling and supporting our products and services to resellers and end-users within their defined territories. International sales accounted for 53% and 54% of total revenues for the three months ended September 30, 2004 and 2003 respectively.



9. Commitments and Contingencies



The Company has committed approximately $350 for the purchase of new
financial software. In addition, the Company expects to spend approximately $1,500 for the implementation of this software over the next year.



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, 2004

(Dollars in thousands, except per share data)



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



This Quarterly Report on Form 10-Q, including this Managements Discussion and Analysis of the Financial Condition and Results of Operations,
contains forwarding-looking statements, as described in the safe harbor provision of the Private Securities Litigation Reform act of 1995. These statements involve a number of risks and uncertainties and actual results could differ
materially from those projected. These forward-looking statements regarding future events and future results of CyberGuard Corporation are based on current expectation, estimates, forecast, and projections about the industry in which we operate and
the beliefs and assumptions of our management. Words such as expects, anticipates, target, goal, project, intend, plans, believes, seeks,
estimates, variations of such words, and similar expressions are intended to identify such forward-looking statements. Statements regarding future growth, future products and product development, including the anticipated dates for
introducing such products, future prospects, trends in our business, future 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, future acquisitions, and increases in our sales force, as well as all other statements contained in this report that are not purely historical, are
forward-looking statements. Readers are cautioned that these forward-looking statements are predictions and are subject to risk, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may vary materially and
adversely from those expressed in any forward-looking statement. Readers are referred to the cautionary statements and important risk factors discussed elsewhere in this report and in our other reports and filings with the SEC. 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 future 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 governmental regulation and effects of changes in regulation; uncertainties associated with product performance liability; risks associated with growth and expansion; global economic
conditions; changes in customer needs resulting from economic conditions; dependence on information systems; 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; and the ability of the Company to integrate successfully any businesses it acquires. We undertake no obligation to revise or update publicly any forward-looking
statements for any reason.



The risks and uncertainties
described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our operations. If any of the following risks, or any additional risks
and uncertainties, were to materialize, our business, financial condition or results of operations could be materially adversely affected. Were that to occur, the trading price of our common stock could decline.



Factors that could cause actual results to differ materially include the following;



| |  | Intense competition both domestically and Internationally
| | - | ---------------------------------------------------------



| |  | Decrease in profit margins,
| | - | ---------------------------



| |  | Inventory risk due to shifts in market demands
| | - | ----------------------------------------------



| |  | Dependence on Information Systems
| | - | ---------------------------------



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



| |  | Credit exposure due to the deterioration of the financial condition of our customers
| | - | ------------------------------------------------------------------------------------



| |  | Inability to obtain required capital
| | - | ------------------------------------



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CYBERGUARD CORPORATION

September 30, 2004

(Dollars in thousands, except per share data)



| |  | Fluctuation in interest rates
| | - | -----------------------------



| |  | Potential adverse affects of acquisitions
| | - | -----------------------------------------



| |  | Foreign currency exchange rates and exposure to foreign markets
| | - | ---------------------------------------------------------------



| |  | The impact of changes of income tax and other regulatory legislation
| | - | --------------------------------------------------------------------



| |  | Changes in accounting rules
| | - | ---------------------------



| |  | Product supply and availability
| | - | -------------------------------



| |  | Changes in vendor terms and conditions
| | - | --------------------------------------



| |  | Changes in general economic conditions
| | - | --------------------------------------



| |  | Exposure to natural disaster, war and terrorism
| | - | -----------------------------------------------



| |  | Volatility of common stock
| | - | --------------------------



| |  | Accuracy of forecast data
| | - | -------------------------



| |  | Expansion into new geographic markets
| | - | -------------------------------------



| |  | Expansion into new product markets
| | - | ----------------------------------



| |  | The ability to sustain profitability in the future
| | - | --------------------------------------------------



| |  | Seasonality and concentration of revenues at the end of the quarter
| | - | -------------------------------------------------------------------



| |  | Dependence on third party channel partners to distribute products
| | - | -----------------------------------------------------------------



| |  | Decrease in the price of our products
| | - | -------------------------------------



| |  | Dependence on one primary manufacturer and assembly house
| | - | ---------------------------------------------------------



| |  | Resources constraints caused by growth
| | - | --------------------------------------



| |  | Changes in technology and industry standards could affect our products and services
| | - | -----------------------------------------------------------------------------------



| |  | Litigation in connection with the alleged or actual failure of our products and services
| | - | ----------------------------------------------------------------------------------------



| |  | A breach in security could harm public perception of our products
| | - | -----------------------------------------------------------------



| |  | Cost of customizing products for foreign countries
| | - | --------------------------------------------------



| |  | Export and import restrictions, including those affecting encryption commodities and software
| | - | ---------------------------------------------------------------------------------------------



| |  | Regional economic and political conditions
| | - | ------------------------------------------



| |  | Intellectual property claims and litigation
| | - | -------------------------------------------



| |  | Governmental controls over the export or import of encryption technology
| | - | ------------------------------------------------------------------------



| |  | Changes in federal regulations and future rules of the Securities and Exchange Commission
| | - | -----------------------------------------------------------------------------------------



| |  | Lack of resources compared to our competitors
| | - | ---------------------------------------------



| |  | Limited products or product types
| | - | ---------------------------------



| |  | Downturns in the technology sector in the US and key foreign economies
| | - | ----------------------------------------------------------------------



| |  | Fluctuations in quarterly operating results
| | - | -------------------------------------------



Additional discussions of these and other factors affecting our business and prospects is contained in our periodic filings with the SEC, copies which can be obtained at
the Investor Relations section of our website at www.cyberguard.com.



Results of Operations



The quarter ended September 30,
2004 compared to the quarter ended September 30, 2003



Total
Revenues



Total revenues, consist of product sales and
maintenance and professional services, related to the sale of products. For the quarter ended September 30, 2004, total revenues increased by $6,659 to $15,679 compared to $9,020 for the quarter ended September 30, 2003. The increase was comprised
of an increase in product sales of $6,303 and an increase in services of $356. International revenue represented approximately 53% of total revenues for the three months ended September 30, 2004 and 54% of total



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CYBERGUARD CORPORATION

September 30, 2004

(Dollars in thousands, except per share data)



revenues for the three months ended September 30, 2003. The increase in product revenue is primarily the result of
inclusion of revenue from the SnapGear and webwasher acquisitions for a full quarter in the current year. The increase in product and service revenue is the result of an increase in the number of units and products shipped and not from an increase
in product prices.



Network security product revenue accounted
for 80% of revenue during the quarter ended September 30, 2004 compared to 68% of revenues during the quarter ended September 30, 2003. The increase in the contribution of product revenue as a percentage of total revenue is as a result of the
inclusion of the results of SnapGear and webwasher, both of which derive their revenues primarily from the sale of product. Revenues are expected to increase in the rest of the quarters this year compared to last year as a result of the
acquisitions.



Service revenue includes maintenance contracts
related to new product sales, renewal maintenance contracts for products previously deployed, training and consulting services. Support services for network security products accounted for 20% of revenues during the quarter ended September 30, 2004,
compared to 32% of revenues during the quarter ended September 30, 2003. The decrease in service revenue as a percentage of total revenue corresponds to the growth in product revenue related to product sales from the acquisition of SnapGear and
webwasher. Approximately 5 % of SnapGear and webwasher total sales were service revenue. The increase in services revenue when compared to the prior year is the result of the increase in the Companys customer base and its timing of renewal
maintenance.



Gross Profit



Gross profit as a percentage of revenues was 67% for the quarter ended
September 30, 2004 and 73% for the quarter ended September 30, 2003.



The lower gross margin is the direct result of the inclusion of the SnapGear product range, which tend to have lower gross margins than the CyberGuard product range due to the significant OEM component. OEM refers to contracts the Company
has with large individual customers to manufacture a custom firewall appliance. These relationships normally result in lower product margins.



The Companys gross margin has been, and will continue to be, affected by a variety of factors including, competition, the product 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 move back toward prior levels.



Operating Expenses and Net Income / (Loss)



Research and development expense includes salaries, non-capitalized
equipment, software, software tools, and depreciation from capital equipment. Research and development expense increased by $757 to $2,589 for the quarter ended September 30, 2004, compared to $1,832 for the quarter ended September 30, 2003. The
increase in cost is the result of the acquisition of SnapGear and webwasher with the former expending $438 and the latter $326. As a percentage of total revenue, research and development expense decreased to 17% for the quarter ended September 30,
2004, from 20% for the quarter ended September 30, 2003. The lower percentage is the result of an increase in consolidated revenues.



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
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, legal and accounting professional services, and depreciation and amortization expense. Selling, general and administrative expense increased by $4,166 to $8,064 for the quarter ended September 30, 2004, from $3,898
for the quarter ended September 30, 2003.



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CYBERGUARD CORPORATION

September 30, 2004

(Dollars in thousands, except per share data)



The increase in selling, general and administrative expenses for the quarter ended September 30,
2004, is in part attributable to increases in headcount across all functional areas as a result of the SnapGear and webwasher acquisitions. The additional payroll related costs as a result of the additional headcount described above, accounted for
35% of the increase. An increase in the allowance for doubtful accounts accounted for 9% of the increase. An increase in marketing expense accounted for 11% of the increase. Additionally, amortization and depreciation expense accounted for 26% of
the increase in selling, general and administrative expense for the quarter when compared to the prior year, primarily as a result of the SnapGear and webwasher acquisitions and related amortization of acquisition related intangible assets.



The Company recorded an income tax benefit of $12 as of
September 30, 2004, and $268 as of September 30, 2003.



Net
loss for the quarter ended September 30, 2004 was $59 compared to net income of $1,160 for the quarter ended September 30, 2003.



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 tax valuation allowances. We base 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 The Company recognizes revenue in accordance with Statement of Position (SOP) 97-2 Software Revenue Recognition and Staff Accounting Bulletin (SAB)
104, Revenue Recognition. Revenue recognition in accordance with these pronouncements can be complex due to the nature and variability of the Companys sales transactions. The Companys revenue is primarily from the following
sources:



| | (i) | Product sales of firewall appliances and software licenses which include the sale of subscription licenses to resellers and end users;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Product sales with customer-specific acceptance provisions to original equipment manufacturer (OEM) customers; and
| | ---- | ------------------------------------------------------------------------------------------------------------------



| | (iii) | Service revenue which is primarily maintenance which provides for customer support.
| | ----- | -----------------------------------------------------------------------------------



Revenues from product sales are recognized only when a contract or agreement has been executed, delivery of the appliance
has occurred or for software licenses an authorization code or subscription activation has been delivered to the customer, the fee is fixed and determinable and we believe collection is probable. Product revenue is generally recognized on product
shipment; this includes the transfer of



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CYBERGUARD CORPORATION

September 30, 2004

(Dollars in thousands, except per share data)



both title and risk of loss, provided that no significant obligations remain. There is no product right of return
available to the customer. For software licenses, revenue is generally recognized on the delivery of the authorization code for perpetual licenses or upon the activation of subscription licenses. Subscription license revenue is recognized ratably
over the life of the subscription. We defer revenues on product sales for new value added resellers where we are unable to determine the ability of the reseller to honor a commitment to make fixed or determinable payment. Revenue will be deferred
until the resellers demonstrate consistency of payment within terms and there are no instances where we have to take back the product because of non-payment for a three-month period. For the quarter ended September 30, 2004, three resellers were
reclassified from cash basis to accrual, based on a reasonable assurance of collectibility from evaluating their payment history and no product returns. One reseller was reclassified for the quarter ended September 30, 2003. The impact of the
reclassifications did not have a material effect on revenue in any of the periods.



The Company recognizes revenue from product sales with customer-specific acceptance provisions when such specifications have been met and the title and risks and rewards of ownership transfer to the customer.



Service revenues consist primarily of the annual fee for
maintenance (post-contract customer support) and maintenance renewals from our existing customers and are recognized ratably on a monthly basis over the service contract term. These services provide our customers access to our worldwide support
organization for technical support, unspecified product updates/enhancements on a when and if available basis, and general security information. The updates are considered minor enhancements to the software that are not separately marketable or
considered a competitive feature or major upgrade. All products and services are separately priced.



The Company also provides other professional support services, such as training and consulting, 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.



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.



Goodwill -In
accordance with SFAS No. 142, Goodwill and Other Intangible Assets, the Company will perform its test of goodwill on an annual basis beginning November 30, 2004 to determine if impairment has occurred. Testing will be done on a more
frequent basis, if impairment indicators arise. No impairment indicators have been identified during fiscal 2005.



Intangible Assets Intangible assets are primarily an allocation of a portion of the purchase price in connection with the SnapGear and
Webwasher acquisitions to the following separate and identifiable intangible assets: Developed Technology, Trade Name and Customer Base. Amortization is computed by the straight-line method using the estimated useful lives of the assets, which range
from 21/2to 5 years.



Software Development Costs The Company capitalizes costs related to the development of certain software
products on a product by product basis in accordance with Statement of Financial Accounting



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CYBERGUARD CORPORATION

September 30, 2004

(Dollars in thousands, except per share data)



Standards (SFAS) No. 86, Accounting For the Costs of Computer Software to be Sold, Leased, or
Otherwise Marketed 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 amount amortized, is the greater of
the two amounts calculated using the methods noted in SFAS 86. Amortization starts when the product is available for general release to customers. Unamortized capitalized software cost is evaluated at each balance sheet date and compared to the net
realizable value. Any excess capitalized cost above net realizable value will be written off. No such impairment existed at September 30, 2004. The Company capitalized $0 and $75 in software development costs for the three months ended September 30,
2004 and 2003, respectively.



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 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. Evaluation inventory older than six-months is transferred to fixed assets and depreciated over 12 months.



Deferred Taxes. We provide a valuation allowance for that portion of deferred tax assets, which is not more likely
than not to be recognized due to the Companys cumulative losses and the uncertainty as to future recoverability. Any reversal of the deferred tax valuation allowance is made when we believe that it is more likely than not that this portion of
the deferred tax asset will be realized. The computation of our deferred tax assets and related valuation allowance is based on taxable income we expect to earn over the next two years which will include the utilization of previously accumulated net
operating tax losses. We will continue to evaluate each quarter the amount, if any, of additional reduction or increase of the valuation allowance that should be made. This will be based on managements estimate and conclusions regarding the
ultimate realization of the deferred tax assets, including but not limited to, the companys recent positive financial results as well as projected earnings over a two-year period. The impact of further reductions of the valuation allowance
will be to record a tax benefit, which will increase net income in the period the determination is made. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the deferred
tax valuation allowance, in the event we were to determine that we would be able to realize the deferred tax assets, in the future, a reduction in the deferred tax asset valuation allowance would increase income in the period the determination was
made.



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CYBERGUARD CORPORATION

September 30, 2004

(Dollars in thousands, except per share data)



Liquidity and Capital Resources



The following table summarizes the Companys consolidated statements of cash flows for the first quarter of fiscal 2005
and 2004:



|                                        |  |                                         |       |   |      |   |       |  
|--------------------------------------- |  | --------------------------------------- | ----- | - | ---- | - | ----- | -
|                                        |  | For the three monthsended September 30, |      
|                                        |  | 2004                                    |       |   | 2003 |  
|Net cash flow (used in) provided by:    |  |                                         |       |   |      |   |       |  
|Operating activities                    |  | $                                       | (115  | ) |      | $ | 1,456 |  
|Investing activities                    |  |                                         | (802  | ) |      |   | (152  | )
|Financing activities                    |  |                                         | 3,221 |   |      |   | 2,081 |  
|Effect of exchange rate changes on cash |  |                                         | (130  | ) |      |   | (11   | )
|Net increase in cash                    |  | $                                       | 2,174 |   |      | $ | 3,374 |  



Cash flow from
operating activities decreased $1,571. The Company reported a net loss of $59 versus net income of $1,160 for the three months ended September 30, 2004 and 2003, respectively. In addition, the Company reported adjustments to reconcile net
(loss)/income of $1,951 versus $335 for the three months ended September 30, 2004 and 2003, respectively. The primary components of these adjustments for the three months ended September 30, 2004, were amortization expense of $1,178 primarily
attributable to the Snapgear and webwasher acquisitions made in fiscal 2004 and a provision for uncollectible accounts receivable of $348. The primary change in assets and liabilities that negatively impacted cash flow from operating activities was
a $2,140 increase in accounts receivable related to the acquisitions previously mentioned as these customers have longer payment terms.



Net cash used in investing activities during the three-month period ended September 30, 2004 of $802 related primarily to the purchase of property and
equipment. Cash provided by financing activities of $3,221 during the three-month period ended September 30, 2004 reflects the proceeds from stock options exercised and the proceeds from stock purchase warrants exercised.



At September 30, 2004, the Company had cash and cash equivalents on hand of
$14,621 representing an increase of $2,174 from $12,447 as of June 30, 2004. The Companys principal sources of liquidity at September 30, 2004, consisted of cash, accounts receivable, and vendor trade credit.



The Company committed to the purchase of an enterprise software solution on
September 30, 2004. The cost of the software and implementation are expected to cost the Company approximately $2 million over the next twelve months. 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, 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. Other than as
described above, we are not aware of any known demands, commitments, events or uncertainties that will result or that are reasonably likely to result in our liquidity increasing or decreasing in a material way.



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.



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CYBERGUARD CORPORATION

September 30, 2004

(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
ability to effectively integrate newly acquired operations; 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 the Company; and 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. Copies of these filings can be obtained at the Investor Relations section
of our website at www.cyberguard.com. We provide our annual and quarterly reports free of charge on www.cyberguard.com, as soon as reasonably practicable after they are electronically filed, or furnished to the SEC. 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, 2004

(Dollars in thousands, except per share data)



Non-GAAP Financial Information



The following table details the difference between results calculated using Generally Accepted Accounting Principles
(GAAP) and the same results reported excluding certain charges (non-GAAP information). The non-GAAP information is included with the intention of providing investors a more complete understanding of our underlying operational
results and trends, but should only be used in conjunction with results reported in accordance with GAAP. The Company believes that the non-GAAP disclosures set forth below provide useful information to show the effect on net income when all
acquisition-related costs are excluded.



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##### Table of Contents

CYBERGUARD CORPORATION

September 30, 2004

(Dollars in thousands, except per share data)



|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|------------------------------------------------------------ |  | ------------------------------------- | ------ | ------------------------------------- | ------------------- | - | ----- | -------------------- |  | ---------------- | ------ | ------------------- | - | ------ | -------------------- | - | ---- | -- |  | - | ------
|                                                             |  | Three Months Ended September 30, 2004 |        | Three Months Ended September 30, 2003
|                                                             |  | GAAPPresentation                      |        |                                       | ProformaAdjustments |   |       | ProformaPresentation |  | GAAPPresentation |        | ProformaAdjustments |   |        | ProformaPresentation
|Revenues:                                                    |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Products                                                     |  | $                                     | 12,475 |                                       |                     | $ |      |                      |  | $                | 12,475 |                     | $ | 6,172  |                      | $ |     |    |  | $ | 6,172 
|Services                                                     |  |                                       | 3,204  |                                       |                     |   |      |                      |  |                  | 3,204  |                     |   | 2,848  |                      |   |     |    |  |   | 2,848 
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Total revenues                                               |  |                                       | 15,679 |                                       |                     |   |      |                      |  |                  | 15,679 |                     |   | 9,020  |                      |   |     |    |  |   | 9,020 
|                                                             |  |                                       |        |                                       |                     |  
|Cost of revenues:                                            |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Products                                                     |  |                                       | 4,155  |                                       |                     |   | (541  | )1                   |  |                  | 3,614  |                     |   | 1,619  |                      |   | (101 | )1 |  |   | 1,518 
|Services                                                     |  |                                       | 996    |                                       |                     |   |      |                      |  |                  | 996    |                     |   | 837    |                      |   |     |    |  |   | 837   
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Total cost of revenues                                       |  |                                       | 5,151  |                                       |                     |   | (541  | )                    |  |                  | 4,610  |                     |   | 2,456  |                      |   | (101 | )  |  |   | 2,355 
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Gross profit                                                 |  |                                       | 10,528 |                                       |                     |   | 541   |                      |  |                  | 11,069 |                     |   | 6,564  |                      |   | 101  |    |  |   | 6,665 
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Operating expenses:                                          |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Research and development                                     |  |                                       | 2,589  |                                       |                     |   |      |                      |  |                  | 2,589  |                     |   | 1,832  |                      |   |     |    |  |   | 1,832 
|Selling, general and administrative                          |  |                                       | 8,064  |                                       |                     |   | (538  | )1                   |  |                  | 7,526  |                     |   | 3,898  |                      |   | (84  | )1 |  |   | 3,814 
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Total operating expenses                                     |  |                                       | 10,653 |                                       |                     |   | (538  | )                    |  |                  | 10,115 |                     |   | 5,730  |                      |   | (84  | )  |  |   | 5,646 
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Operating (loss) / income                                    |  |                                       | (125   | )                                     |                     |   | 1,079 |                      |  |                  | 954    |                     |   | 834    |                      |   | 185  |    |  |   | 1,019 
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Other income                                                 |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Interest income, net                                         |  |                                       | 46     |                                       |                     |   |      |                      |  |                  | 46     |                     |   | 33     |                      |   |     |    |  |   | 33    
|Other income                                                 |  |                                       | 8      |                                       |                     |   |      |                      |  |                  | 8      |                     |   | 25     |                      |   |     |    |  |   | 25    
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Total other income                                           |  |                                       | 54     |                                       |                     |   |      |                      |  |                  | 54     |                     |   | 58     |                      |   |     |    |  |   | 58    
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|(Loss) / Income before income taxes                          |  |                                       | (71    | )                                     |                     |   | 1,079 |                      |  |                  | 1,008  |                     |   | 892    |                      |   | 185  |    |  |   | 1,077 
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Income tax benefit                                           |  |                                       | 12     |                                       |                     |   |      |                      |  |                  | 12     |                     |   | 268    |                      |   |     |    |  |   | 268   
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Net (loss) / income                                          |  | $                                     | (59    | )                                     |                     | $ | 1,079 |                      |  | $                | 1,020  |                     | $ | 1,160  |                      | $ | 185  |    |  | $ | 1,345 
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Basic earnings per common share                              |  | $                                     | (0.00  | )                                     |                     |   |       |                      |  | $                | 0.04   |                     | $ | 0.05   |                      |   |      |    |  | $ | 0.06  
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Basic weighted average number of common shares outstanding   |  |                                       | 29,172 |                                       |                     |   |       |                      |  |                  | 29,172 |                     |   | 21,312 |                      |   |      |    |  |   | 21,312
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Diluted earnings per common share                            |  | $                                     | (0.00  | )                                     |                     |   |       |                      |  | $                | 0.03   |                     | $ | 0.04   |                      |   |      |    |  | $ | 0.05  
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       
|Diluted weighted average number of common shares outstanding |  |                                       | 29,172 |                                       |                     |   |       |                      |  |                  | 32,028 |                     |   | 26,928 |                      |   |      |    |  |   | 26,928
|                                                             |  |                                       |        |                                       |                     |   |       |                      |  |                  |        |                     |   |        |                      |   |      |    |  |   |       



Note 1 - The proforma adjustment
relates to amortization of acquisition related intangible assets.



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CYBERGUARD CORPORATION

September 30, 2004

(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.



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 Foreign subsidiaries which use the local currencies 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 its
subsidiaries, 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 exposure due to the high economic costs of such a program and the long-term nature of its investment in its subsidiaries.



Item 4. Controls and Procedures



Evaluation of
Disclosure Controls and Procedures



The Company maintains
disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time
periods. As of the end of the period covered by this report, the Companys Chief Executive Officer and Chief Financial Officer evaluated, with the participation of the Companys management, the effectiveness of the Companys
disclosure controls and procedures (as defined in rules 13a-15(e) AND 15(d)-15(e) under the Exchange Act). Based on the evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure
controls and procedures are effective. There were no changes in the Companys internal control over financial reporting that occurred during the Companys most recent fiscal quarter that have materially affected, or are reasonably likely
to materially affect, the Companys internal control over financial reporting.



The Company is in the process of upgrading its computer systems used for operations in certain subsidiaries. The upgrade process will take place over the next several quarters. As we believe is the case in most system
changes, the implementation of these systems will necessitate changes in operating policies and procedures and the related internal controls and their method of application. Thus far throughout this implementation, there have been no changes in the
Companys internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



Limitations on the Effectiveness of Controls



The Company maintains a system of internal accounting controls over financial reporting 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 accounting
principles generally accepted in the United States. 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 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



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CYBERGUARD CORPORATION

September 30, 2004

(Dollars in thousands, except per share data)



are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
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 absolute assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



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##### Table of Contents

CYBERGUARD CORPORATION

September 30, 2004

(Dollars in thousands, except per share data)



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.



In July 2003, the Company entered into a Memorandum of Understanding to settle this lawsuit. The settlement amount of $10 million required the Company to incur a one-time charge of $3.9 million in the fourth quarter of its fiscal year
ending June 30, 2003 for the amount in excess of the insurance coverage and related costs. The Company paid its portion of the settlement amount in cash. On October 9, 2003, the Company and all other parties signed a Stipulation and Agreement of
Settlement and filed a Joint Motion for Preliminary Approval of Settlement of the lawsuit. On November 6, 2003, a hearing was held on the joint motion. The court entered a preliminary order approving the settlement and scheduled a final fairness
hearing for April 16, 2004.



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CYBERGUARD CORPORATION

September 30, 2004

(Dollars in thousands, except per share data)



On April 16, 2004, a fairness hearing was held before the magistrate judge. There were no objections
raised to the proposed settlement. On April 19, 2004, the magistrate judge issued a Report and Recommendation to the district judge recommending that the settlement be approved. On May 7, 2004, the district judge entered an Order and Final Judgment
approving the settlement. No one has appealed the Order and Final Judgment and the time for appeal has expired.



Certain shareholders, owning approximately 40,000 shares, who had opted out of the settlement, reconsidered their decision and opted back into the
settlement. A settlement with these shareholders was approved by the district court on August 11, 2004. A shareholder who owns approximately 2,000 shares opted out of the settlement. To date, this shareholder has not asserted a claim against the
Company. If such claim is asserted, the Company would have no insurance coverage available to defray the cost of defending or paying the claim.



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



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                                                                                                                                                    
|10.01       |  | Employment Agreement between the Company and Gary Taggart, dated August 20, 2004.                                                                                      
|            | 
|31.01       |  | Certification by Patrick J. Clawson, Chief Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-15.                                                        
|            | 
|31.02       |  | Certification by Michael D. Matte, Chief Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-15.                                                          
|            | 
|32.01       |  | Certification by Patrick J. Clawson, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|            | 
|32.02       |  | 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.   



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CYBERGUARD CORPORATION

September 30, 2004

(Dollars in thousands, except per share data)



(b) Reports filed on Form 8-K during the quarter ended September 30, 2004:



During the quarter ended September 30, 2004, the Company filed five Current Reports on Form
8-K.On July 7, 2004, Item 7 presenting the financial statements of webwasher AG, was filed. On July 11, 2004, Item 5 and Item 7 in connection with an offer to Secure Computing was filed. On July 12, 2004, Item 9 was filed in connection with
the Companys estimate of revenue and expenses for the quarter ended September 30, 2004. On July 15, 2004, Item 5 and Item 7 in connection with Secure Computings response to the Companys offer of purchase was filed. On August 18,
2004, Item 7 and Item 12 in connection with the results of operations for the fourth quarter and the fiscal year ended June 30, 2004 was filed.



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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: November 12, 2004 |  | CYBERGUARD CORPORATION
|                        |  |                       
|                        |  | By:                    |  | /s/ Patrick J. Clawson                               
|                        |  |                        |  | Chairman and Chief Executive Officer                 
|                        |  |                       
|                        |  | By:                    |  | /s/ Michael D. Matte                                 
|                        |  |                        |  | Vice President of Finance and Chief Financial Officer
|                        |  |                        |  | (Principal Financial and Accounting Officer)         



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##### Table of Contents

Exhibit Index



|            |  |                                                                                                                                                                        
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                            
|10.01       |  | Employment Agreement between the Company and Gary Taggart, dated August 20, 2004.                                                                                      
|            | 
|31.01       |  | Certification by Patrick J. Clawson, Chief Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-15.                                                        
|            | 
|31.02       |  | Certification by Michael D. Matte, Chief Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-15.                                                          
|            | 
|32.01       |  | Certification by Patrick J. Clawson, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|            | 
|32.02       |  | 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.