##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---



FORM 10-Q



(Mark one)



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES

EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2003



OR



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

EXCHANGE ACT OF 1934



For the transition period from          to



Commission File Number 000-24733



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ENTRUST, INC.

(Exact name of registrant as specified in its charter)



|MARYLAND                                                       |  | 62-1670648                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS employer identification no.)



ONE
HANOVER PARK, SUITE 800

16633 DALLAS PARKWAY

ADDISON, TX 75001

(Address of principal executive offices & zip code)



Registrants telephone number, including
area code: (972) 713-5800



Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to 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
[    ]



There were 63,489,824
shares of the registrants $.01 par value Common stock outstanding as of May 2, 2003.



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##### Table of Contents

ENTRUST, INC.



TABLE OF
CONTENTS



|PART I. FINANCIAL INFORMATION |  | Page   
|----------------------------- |  | -------
|                             
|                              |  | Item 1.
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  |        
|                             
|                              |  | Item 2.
|                             
|                              |  | Item 3.
|                             
|                              |  | Item 4.
|                             
|PART II. OTHER INFORMATION    |  |        
|                             
|                              |  | Item 6.
|                             
|SIGNATURES                    |  | 33     
|                             
|CERTIFICATIONS                |  | 34     



Entrust,
Entrust-Ready, and getAccess are registered trademarks of Entrust, Inc. or a subsidiary of Entrust, Inc. in certain countries. Entrust Authority, Entrust TruePass, Entrust GetAccess, Entrust Entelligence, Entrust Cygnacom, are trademarks or service
marks of Entrust, Inc. or a subsidiary of Entrust, Inc. in certain countries. All other trademarks and service marks used in this quarterly report are the property of their respective owners.



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



ENTRUST, INC.



CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                      |  | (Unaudited) |          |   |              |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | -------- | - | ------------ | -
|                                                                                                                                                                                      |  | MARCH 31,   |          |   | DECEMBER 31, |  
|                                                                                                                                                                                      |  | 2003        |          |   | 2002         |  
|(In thousands, except share data)                                                                                                                                                     |  |             |          |   |              |  
|                                                                                                                                                                                     
|ASSETS                                                                                                                                                                                |  |             |          |   |              |  
|Current assets:                                                                                                                                                                       |  |             |          |   |              |  
|Cash and cash equivalents                                                                                                                                                             |  | $           | 29,476   |   |              | $
|Short-term marketable investments                                                                                                                                                     |  |             | 76,564   |   |              |  
|Accounts receivable (net of allowance for doubtful accounts of $3,009 at March 31, 2003
and $2,976 at December 31, 2002)                                                              |  |             | 19,330   |   |              |  
|Prepaid expenses and other                                                                                                                                                            |  |             | 4,240    |   |              |  
|                                                                                                                                                                                      |  |             |          |   |              |  
|Total current assets                                                                                                                                                                  |  |             | 129,610  |   |              |  
|Long-term marketable investments                                                                                                                                                      |  |             | 18,226   |   |              |  
|Property and equipment, net                                                                                                                                                           |  |             | 12,172   |   |              |  
|Purchased product rights, net                                                                                                                                                         |  |             | 1,418    |   |              |  
|Goodwill and other purchased intangibles, net                                                                                                                                         |  |             | 11,186   |   |              |  
|Long-term equity investment                                                                                                                                                           |  |             | 1,159    |   |              |  
|Long-term strategic investments                                                                                                                                                       |  |             | 2,858    |   |              |  
|Other long-term assets, net                                                                                                                                                           |  |             | 1,451    |   |              |  
|                                                                                                                                                                                      |  |             |          |   |              |  
|Total assets                                                                                                                                                                          |  | $           | 178,080  |   |              | $
|                                                                                                                                                                                      |  |             |          |   |              |  
|                                                                                                                                                                                     
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                  |  |             |          |   |              |  
|Current liabilities:                                                                                                                                                                  |  |             |          |   |              |  
|Accounts payable                                                                                                                                                                      |  | $           | 8,316    |   |              | $
|Accrued liabilities                                                                                                                                                                   |  |             | 9,735    |   |              |  
|Accrued restructuring charges                                                                                                                                                         |  |             | 31,860   |   |              |  
|Deferred revenue                                                                                                                                                                      |  |             | 17,115   |   |              |  
|                                                                                                                                                                                      |  |             |          |   |              |  
|Total current liabilities                                                                                                                                                             |  |             | 67,026   |   |              |  
|Long-term liabilities                                                                                                                                                                 |  |             | 239      |   |              |  
|                                                                                                                                                                                      |  |             |          |   |              |  
|Total liabilities                                                                                                                                                                     |  |             | 67,265   |   |              |  
|                                                                                                                                                                                      |  |             |          |   |              |  
|Shareholders equity:                                                                                                                                                                 |  |             |          |   |              |  
|Common stock, par value $0.01 per share; 250,000,000 authorized shares; 63,495,697 and
64,491,634 issued and outstanding shares at March 31, 2003 and December 31, 2002, respectively |  |             | 635      |   |              |  
|Additional paid-in capital                                                                                                                                                            |  |             | 779,241  |   |              |  
|Unearned compensation                                                                                                                                                                 |  |             | (31      | ) |              |  
|Accumulated deficit                                                                                                                                                                   |  |             | (668,532 | ) |              |  
|Accumulated other comprehensive loss                                                                                                                                                  |  |             | (498     | ) |              |  
|                                                                                                                                                                                      |  |             |          |   |              |  
|Total shareholders equity                                                                                                                                                            |  |             | 110,815  |   |              |  
|                                                                                                                                                                                      |  |             |          |   |              |  
|Total liabilities and shareholders equity                                                                                                                                            |  | $           | 178,080  |   |              | $
|                                                                                                                                                                                      |  |             |          |   |              |  



See notes
to condensed consolidated financial statements



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ENTRUST, INC.



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                               |  | (Unaudited)                  |       
|-------------------------------------------------------------- |  | ---------------------------- | ------
|                                                               |  | THREE MONTHS ENDED MARCH 31, |       
|                                                               |  | 2003                         |       
|(In thousands, except per share data)                          |  |                              |       
|                                                              
|Revenues:                                                      |  |                              |       
|License                                                        |  | $                            | 7,212 
|Services and maintenance                                       |  |                              | 14,492
|                                                               |  |                              |       
|Total revenues                                                 |  |                              | 21,704
|                                                               |  |                              |       
|Cost of revenues:                                              |  |                              |       
|License                                                        |  |                              | 767   
|Services and maintenance                                       |  |                              | 7,942 
|                                                               |  |                              |       
|Total cost of revenues                                         |  |                              | 8,709 
|                                                               |  |                              |       
|Gross profit                                                   |  |                              | 12,995
|                                                               |  |                              |       
|Operating expenses:                                            |  |                              |       
|Sales and marketing                                            |  |                              | 8,627 
|Research and development                                       |  |                              | 5,910 
|General and administrative                                     |  |                              | 3,414 
|Amortization of purchased product rights                       |  |                              | 284   
|                                                               |  |                              |       
|Total operating expenses                                       |  |                              | 18,235
|                                                               |  |                              |       
|Loss from operations                                           |  |                              | (5,240
|                                                               |  |                              |       
|Other income (expense):                                        |  |                              |       
|Interest income                                                |  |                              | 489   
|Loss from equity investment                                    |  |                              | (105  
|                                                               |  |                              |       
|Total other income                                             |  |                              | 384   
|                                                               |  |                              |       
|Loss before income taxes                                       |  |                              | (4,856
|Provision for income taxes                                     |  |                              | 174   
|                                                               |  |                              |       
|Net loss                                                       |  | $                            | (5,030
|                                                               |  |                              |       
|                                                              
|Net loss per share:                                            |  |                              |       
|Basic                                                          |  | $                            | (0.08 
|Diluted                                                        |  | $                            | (0.08 
|Weighted average common shares used in per share computations: |  |                              |       
|Basic                                                          |  |                              | 63,994
|Diluted                                                        |  |                              | 63,994



See notes
to condensed consolidated financial statements



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ENTRUST, INC.



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                              |  | (Unaudited)                  |        
|--------------------------------------------------------------------------------------------- |  | ---------------------------- | -------
|                                                                                              |  | THREE MONTHS ENDED MARCH 31, |        
|                                                                                              |  | 2003                         |        
|(In thousands)                                                                                |  |                              |        
|                                                                                             
|OPERATING ACTIVITIES:                                                                         |  |                              |        
|Net loss                                                                                      |  | $                            | (5,030 
|Non-cash items in net loss:                                                                   |  |                              |        
|Depreciation and amortization                                                                 |  |                              | 1,662  
|Unearned compensation amortized                                                               |  |                              | 8      
|Loss from equity investment                                                                   |  |                              | 105    
|Changes in operating assets and liabilities:                                                  |  |                              |        
|(Increase) decrease in accounts receivable                                                    |  |                              | 3,250  
|(Increase) decrease in prepaid expenses and other                                             |  |                              | 260    
|Decrease in accounts payable                                                                  |  |                              | (2,871 
|Decrease in accrued liabilities                                                               |  |                              | (602   
|Decrease in accrued restructuring charges                                                     |  |                              | (1,306 
|Increase (decrease) in deferred revenue                                                       |  |                              | 758    
|                                                                                              |  |                              |        
|Net cash used in operating activities                                                         |  |                              | (3,766 
|                                                                                              |  |                              |        
|INVESTING ACTIVITIES:                                                                         |  |                              |        
|Purchases of marketable investments                                                           |  |                              | (36,564
|Dispositions of marketable investments                                                        |  |                              | 41,177 
|Purchases of property and equipment                                                           |  |                              | (481   
|Increase in other long-term assets                                                            |  |                              | (29    
|                                                                                              |  |                              |        
|Net cash provided by investing activities                                                     |  |                              | 4,103  
|                                                                                              |  |                              |        
|FINANCING ACTIVITIES:                                                                         |  |                              |        
|Repayment of long-term liabilities                                                            |  |                              | (44    
|Repurchase of common stock                                                                    |  |                              | (2,847 
|Increase in long-term deposits                                                                |  |                              | 12     
|Proceeds from exercise of stock options and sale of shares under employee stock purchase
plan |  |                              | 236    
|                                                                                              |  |                              |        
|Net cash provided by (used in) financing activities                                           |  |                              | (2,643 
|                                                                                              |  |                              |        
|EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                       |  |                              | (261   
|                                                                                              |  |                              |        
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                                       |  |                              | (2,567 
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                              |  |                              | 32,043 
|                                                                                              |  |                              |        
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    |  | $                            | 29,476 
|                                                                                              |  |                              |        



See notes
to condensed consolidated financial statements



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ENTRUST,
INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



(in thousands, except share and per share data, unless
indicated otherwise)



NOTE 1. BASIS OF PRESENTATION



The accompanying unaudited condensed
consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for
a fair presentation of the Companys financial position, results of operations and cash flows. The results of operations for the three months ended March 31, 2003 are not necessarily indicative of the results to be expected for the full year.
Certain information and footnote disclosures normally contained in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated
financial statements should be read in conjunction with the Notes to Consolidated Financial Statements for the year ended December 31, 2002 contained in the Companys Annual Report on Form 10-K.



NOTE 2. STOCK-BASED COMPENSATION AND STOCK OPTION PLANS



Stock-based compensation arising from stock option grants is
accounted for by the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123, Accounting for Stock-Based Compensation encourages, but
does not require, the cost of stock-based compensation arrangements with employees to be measured based on the fair value of the equity instrument awarded. As permitted by SFAS No. 123, the Company applies APB Opinion No. 25 and related
interpretations in accounting for stock-based compensation awards to employees under its stock option plans. For all options granted to employees in the periods disclosed, the exercise price of each option granted was equal to the fair value of the
underlying stock at the date of grant and, therefore, no stock-based compensation costs are reflected in earnings for these options. Had compensation costs for the Companys 1996 Plan, 1999 Plan, Special Plan and enCommerce 1997 Plans been
determined based on the fair value of the options at the grant date for awards to employees under these plans, consistent with the methodology prescribed under SFAS No. 123, the Companys net loss and net loss per share would have been as
follows, on a pro forma basis.



|                                                                                                                                    |  | Three Months Ended March 31, 2003 |        |   | Three Months Ended March 31, 2002 |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | ------ | - | --------------------------------- | -
|Net loss, as reported:                                                                                                              |  | $                                 | (5,030 | ) |                                   | $
|Total stock-based employee compensation expense determined under fair value-based method
for all awards, net of related tax effects |  |                                   | (3,828 | ) |                                   |  
|                                                                                                                                    |  |                                   |        |   |                                   |  
|Pro forma net loss                                                                                                                  |  | $                                 | (8,858 | ) |                                   | $
|                                                                                                                                    |  |                                   |        |   |                                   |  
|Net loss per share:                                                                                                                 |  |                                   |        |   |                                   |  
|Basicas reported                                                                                                                   |  | $                                 | (0.08  | ) |                                   | $
|Basicpro forma                                                                                                                     |  | $                                 | (0.14  | ) |                                   | $
|Dilutedas reported                                                                                                                 |  | $                                 | (0.08  | ) |                                   | $
|Dilutedpro forma                                                                                                                   |  | $                                 | (0.14  | ) |                                   | $



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In the pro
forma calculations above, the weighted average fair value for stock options granted during the three months ended March 31, 2003 and March 31, 2002 was estimated at $2.38 and $5.69 per option, respectively. The fair values of options were estimated
as of the date of grant using the Black-Scholes option pricing model. The following weighted average assumptions were used in the calculations.



|                               |  | Three Months Ended March 31, 2003 |   |  | Three Months Ended March 31, 2002 |  
|------------------------------ |  | --------------------------------- | - |  | --------------------------------- | -
|Expected option life, in years |  | 5                                 |   |  | 5                                 |  
|Risk free interest rate        |  | 3.03                              | % |  | 4.35                              | %
|Dividend yield                 |  |                                  |   |  |                                  |  
|Volatility                     |  | 114                               | % |  | 119                               | %



The
Company recorded amortization of unearned compensation of $8 into compensation expense for the three months ended March 31, 2003, related to options granted to non-employees in a prior period.



Stock Option Plans



The following tables summarize information concerning
outstanding options and warrants as at March 31, 2003:



|                         |  | Options and Warrants Outstanding           |  | Options and Warrants Exercisable           
|------------------------ |  | ------------------------------------------ |  | -------------------------------------------
|Range of Exercise Prices |  | Number of Options and Warrants Outstanding |  | Weighted Average Remaining Contractual Life
|$0.12 to $2.44           |  | 1,175,367                                  |  | 4.1 years                                  
|$2.46 to $4.99           |  | 3,096,829                                  |  | 9.1 years                                  
|$5.01 to $6.72           |  | 1,499,618                                  |  | 5.5 years                                  
|$6.75 to $6.86           |  | 4,373,811                                  |  | 7.0 years                                  
|$6.87 to $10.00          |  | 4,367,314                                  |  | 7.6 years                                  
|$10.01 to $25.00         |  | 1,610,791                                  |  | 6.1 years                                  
|$25.01 to $50.00         |  | 440,673                                    |  | 7.0 years                                  
|$50.01 to $112.50        |  | 78,577                                     |  | 7.0 years                                  
|                         |  |                                            |  |                                            
|Total:                   |  | 16,642,980                                 |  |                                            
|                         |  |                                            |  |                                            



The
following table sets forth a comparison as of March 31, 2003, of the number of shares subject to options with exercise prices at or below the closing price per share of our Common stock on March 31, 2003 (In-the-Money options) to the
number of shares of our Common stock subject to options with exercise prices greater than the closing price per share of our Common stock on such date (Out-of-the-Money options) (in actual shares):



In-the-Money and Out-of-the-Money Option Information as of March 31, 2003
(1)



|                          |  | Exercisable |  | Unexercisable |  | Total      |  | Percentage of Total Options Outstanding |  
|------------------------- |  | ----------- |  | ------------- |  | ---------- |  | --------------------------------------- | -
|In-the-Money              |  | 1,115,578   |  | 1,541,489     |  | 2,657,067  |  | 16                                      | %
|Out-of-the-Money          |  | 7,951,699   |  | 6,034,214     |  | 13,985,913 |  | 84                                      | %
|                          |  |             |  |               |  |            |  |                                         |  
|Total Options Outstanding |  | 9,067,277   |  | 7,575,703     |  | 16,642,980 |  | 100                                     | %
|                          |  |             |  |               |  |            |  |                                         |  

|(1) |  | The closing price of our Common stock was $2.50 on March 31, 2003, as reported by The NASDAQ National Market
|--- |  | ------------------------------------------------------------------------------------------------------------



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NOTE 3. EQUITY INVESTMENT
IN ENTRUST JAPAN CO., LTD. (Entrust Japan)



On April 12, 2002, the Company increased its investment in the voting capital of Entrust Japan from an ownership share of less than 10% to approximately 39% by converting a previous cash advance of $524, and by exchanging cash of
approximately $957, Entrust software product valued at $385 and distribution rights for certain Entrust products for the Japanese market, for additional shares in Entrust Japan. The Companys increased investment followed additional investments
made by Toyota and SECOM in the fourth quarter of 2001. The Company concluded that because of the additional investment, as of the second quarter of 2002, it had the potential ability to exercise significant influence over the operations of Entrust
Japan. Therefore, beginning in the same period of 2002, the Company began accounting for its investment in Entrust Japan under the equity method, in accordance with the provisions of APB No. 18, The Equity Method of Accounting for Investments
in Common Stock and ARB No. 51, Consolidated Financial Statements. Accordingly, the Company has included its share of post-acquisition losses of Entrust Japan, in the amount of $105 for the three months ended March 31, 2003, in its
consolidated losses for the current period. To date, the Company has recorded cumulative losses from its investment in Entrust Japan of $707, since the increased investment in the second quarter of 2002.



NOTE 4. STOCK REPURCHASE PROGRAM



On July 29, 2002, the Company announced that its board of
directors had authorized the Company to repurchase up to an aggregate of 7,000,000 shares of its Common stock. As of March 31, 2003, the Company has repurchased 1,887,300 shares of its Common stock under this program, for a total cash outlay of
$5,093, at an average price of $2.67 per share. This price does not include the commission paid to brokers by the Company, which averaged $0.03 per share for a gross purchase price of $2.70 per share. For the three months ended March 31, 2003, the
Company had repurchased 1,102,300 shares of its Common stock, for a total cash outlay of $2,847.



Repurchases under the stock repurchase program may take place from time to time until July 28, 2003, or an earlier date determined by the Companys board of directors, in open market, negotiated
and block transactions, and may be suspended or discontinued at any time. The timing and amount of shares repurchased will be determined by the Companys management based on its evaluation of market and business conditions. The repurchases of
stock will be transacted during the insider trading window, which runs from the third day following the public release of the Companys quarterly results to the last day of the second month of each fiscal quarter. The repurchased shares will be
considered authorized but unissued shares of the Company and will be available for issuance under the Companys stock incentive, employee stock purchase and other stock benefit plans, and for general corporate purposes, including possible
acquisitions. The stock repurchase program will be funded using the Companys working capital.



NOTE 5. ACCRUED RESTRUCTURING CHARGES



On June 4, 2001, the Company announced a Board-approved restructuring program to refocus on the Companys most significant market opportunities and to reduce operating costs due to the
macroeconomic factors that were negatively affecting technology investment in the market. The restructuring program included a workforce reduction, consolidation of excess facilities, and discontinuance of non-core products and programs.



The workforce portion of the restructuring was
largely completed by the end of the fourth quarter of 2001 and primarily related to severance costs, fringe benefits due to severed employees and outplacement services. The consolidation of excess facilities included the closure of eight offices
throughout the world, but the majority of the costs related to the Companys facility in Santa Clara, California. These costs are payable contractually over the remaining term of the Santa Clara facility lease, which runs through to 2011,
reduced by estimated sublease recoveries. The Company continues to evaluate ongoing possibilities to settle this obligation in the most cost-effective manner and, therefore, it has been classified as current in nature. The discontinuance of non-core
products and programs was primarily related to the discontinuance of certain of the Companys



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business program initiatives and certain applications that had not achieved their growth and profitability objectives. In addition, the
Company withdrew from certain committed marketing events and programs. The cash outflow related to the majority of these discontinued products and programs was substantially completed by the end of the second quarter of 2002, while estimated
remaining marketing and distribution agreement obligations related to certain discontinued products of $2,750 are payable contractually through 2004. As of June 2002, the Company had initiated all actions required by the restructuring plan.



Summary of Accrued Restructuring Charges



The following table is a summary of the
accrued restructuring charges as at March 31, 2003 and December 31, 2002 (table in millions):



|                                                 |  | Accrued Restructuring Charges at December 31, 2002 |      | Cash Payments |   | Accrued Restructuring Charges at March 31, 2003
|------------------------------------------------ |  | -------------------------------------------------- | ---- | ------------- | - | -----------------------------------------------
|Workforce reduction and other personnel costs    |  | $                                                  | 0.1  |               | $ |                                               
|Consolidation of excess facilities               |  |                                                    | 29.9 |               |   | 1.2                                            
|Discontinuance of non-core products and programs |  |                                                    | 3.2  |               |   | 0.1                                            
|                                                 |  |                                                    |      |               |   |                                                
|Total                                            |  | $                                                  | 33.2 |               | $ | 1.3                                            
|                                                 |  |                                                    |      |               |   |                                                



NOTE 6. NET INCOME
(LOSS) PER SHARE AND SHARES OUTSTANDING



Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of Common stock of all classes outstanding during the period. Diluted net income (loss) per share is computed by
dividing the net income (loss) by the weighted average number of shares of Common stock and potential Common stock outstanding, and when dilutive, options to purchase Common stock using the treasury stock method. The dilutive effect of the options
to purchase Common stock are excluded from the computation of diluted net income (loss) per share if the effect is antidilutive. For the three months ended March 31, 2003, the number of shares of Common stock issuable upon exercise of options
excluded from the diluted net loss per share computation due to their antidilutive effect was 673,636 shares, compared to an antidilutive effect of 1,789,392 shares for the three months ended March 31, 2002.



In the three months ended March 31, 2003, the Company issued
106,363 shares of Common stock related to the exercise of employee stock options and the sale of shares under the employee stock purchase plan.



NOTE 7. MARKETABLE AND OTHER INVESTMENTS



The Company maintains marketable investments mainly in a strategic cash management account. This account is invested primarily in highly
rated corporate securities, in securities guaranteed by the U.S. government or its agencies and highly rated municipal bonds. The Company has the intent and ability to hold all of these investments until maturity. Therefore, all such investments are
classified as held to maturity investments and are stated at amortized cost. At March 31, 2003, the amortized cost of the Companys held to maturity investments approximated fair value. Based on contractual maturities, these marketable
investments were classified in either current assets or long-term assets.



Realized gains and losses on disposition of available for sale marketable investments are included in investment income in the results of operations. Unrealized gains and losses are included in other comprehensive income. As
at March 31, 2003, the Company did not hold any available for sale investments.



The Company has a policy that allows for the use of hedges on equity investments in publicly traded companies. However, the Company is not presently engaged in any such hedges.



9



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##### Table of Contents



The Company
holds equity securities stated at cost, which represent long-term investments in private companies made for business and strategic alliance purposes. The Companys ownership share in these companies ranged from 1% to 10% of the outstanding
voting share capital at March 31, 2003. Consistent with the Companys policies for other long-lived assets, the carrying value of these long-term strategic investments is periodically reviewed for impairment based upon such quantitative
measures as expected undiscounted cash flows, as well as qualitative factors. In addition, the Audit Committee of the Board of Directors monitors and assesses the ongoing operating performance of the underlying companies for evidence of impairment.
The Company has investments, with a net remaining carrying value, as of March 31, 2003, of $2,858, which represents an investment in Modulo Security Solutions in Brazil.



In addition, the Company holds an equity interest in Entrust Japan, which represents approximately 39% of the
voting share capital, and is accounted for by the Company using the equity method of accounting for investments in common stock (Note 3).



The Company recorded revenues representing 0.2% and 2% of total revenues for the three months ended March 31, 2003 and 2002, respectively,
with respect to arms-length transactions with companies in which it has made strategic equity investments recorded at cost. In addition, revenues recorded by the Company from Entrust Japan represented 3% of total revenues for the three months
ended March 31, 2003.



NOTE 8. SEGMENT AND GEOGRAPHIC
INFORMATION



Segment information



The Company conducts business in one operating segment: the
design, production and sale of software products and related services for securing digital identities and information. The nature of the Companys products and services is similar and, in general, the type of customers for those products and
services is not distinguishable. The Company does, however, prepare information for internal use by the President and Chief Executive Officer, who, from an accounting perspective, is the Chief Operating Decision Maker (CODM), on a
geographic basis. Accordingly, the Company has included a summary of the segment financial information reported to the CODM as follows in the next section regarding geographic information.



Geographic information



Revenues are attributed to specific geographical areas based on where the sales order originated. Company assets are identified with
operations in the respective geographic areas.



The Company operates in three main geographic areas as follows:



|                                   |  | (Unaudited) Three Months Ended March 31, |       
|---------------------------------- |  | ---------------------------------------- | ------
|                                   |  | 2003                                     |       
|Revenues:                          |  |                                          |       
|United States                      |  | $                                        | 11,465
|Canada                             |  |                                          | 3,770 
|Europe, Asia and Other             |  |                                          | 6,469 
|                                   |  |                                          |       
|Total revenues                     |  | $                                        | 21,704
|                                   |  |                                          |       
|Income (loss) before income taxes: |  |                                          |       
|United States                      |  | $                                        | (1,161
|Canada                             |  |                                          | (3,683
|Europe, Asia and Other             |  |                                          | (12   
|                                   |  |                                          |       



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|Total loss before income taxes |  | $              | (4,856  | ) |                   | $ | (2,949  | )
|------------------------------ |  | -------------- | ------- | - | ----------------- | - | ------- | -
|                               |  |                |         |   |                   |   |         |  
|                              
|                               |  | (Unaudited)    |         |   |                   |  
|                               |  | March 31, 2003 |         |   | December 31, 2002 |  
|Total assets:                  |  |                |         |   |                   |   |         |  
|United States                  |  | $              | 153,498 |   |                   | $ | 159,143 |  
|Canada                         |  |                | 21,206  |   |                   |   | 26,824  |  
|Europe, Asia and Other         |  |                | 3,376   |   |                   |   | 3,604   |  
|                               |  |                |         |   |                   |   |         |  
|Total                          |  | $              | 178,080 |   |                   | $ | 189,571 |  
|                               |  |                |         |   |                   |   |         |  



NOTE 9. COMPREHENSIVE
INCOME (LOSS)



The components of
comprehensive income (loss) are as follows:



|                                                            |  | (Unaudited)                  |       
|----------------------------------------------------------- |  | ---------------------------- | ------
|                                                            |  | Three Months Ended March 31, |       
|                                                            |  | 2003                         |       
|Net loss                                                    |  | $                            | (5,030
|Reversal of unrealized loss on investments upon disposition |  |                              |      
|Foreign currency translation adjustments                    |  |                              | 583   
|                                                            |  |                              |       
|Comprehensive loss                                          |  | $                            | (4,447
|                                                            |  |                              |       



NOTE 10. LEGAL
PROCEEDINGS



Frankel v. Entrust Technologies Inc.



On September 30, 2002, Judge T. John Ward
of the U.S. District Court for the Eastern District of Texas (the Court) issued an order dismissing a class action lawsuit pending against the Company.



As previously disclosed, on July 7, 2000, an action entitled Frankel v. Entrust Technologies Inc., et al.,
No. 2-00-CV-119, was filed in the Court. Subsequently, several similar actions were also filed. All of these actions were consolidated and on January 22, 2001, a consolidated complaint was filed. The consolidated complaint purported to be a class
action lawsuit brought on behalf of persons who purchased or otherwise acquired Common stock of the Company during the period from October 19, 1999 through July 3, 2000. The consolidated complaint alleged that the defendants misrepresented and
failed to disclose certain information about the Companys business and prospects, as required by the Securities Exchange Act of 1934. It did not specify the amount of damages sought.



On September 21, 2001, the Company moved to dismiss an amended complaint filed on August 30, 2001. On
September 30, 2002, the Court found that the Private Securities Litigation Reform Act required dismissal of the case because of the lack of specificity with which the amended complaint was pleaded. The case was dismissed with prejudice; however, the
order is subject to the possibility of an appeal. As of the date of this filing, the Company had not learned of any appeal being filed. If an appeal is granted, an adverse judgment or settlement in this lawsuit could have a significant adverse
impact on the Companys future financial condition or



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results of operations.



Other legal matters



The Company is subject, from time to time, to various other legal proceedings and claims, either asserted or unasserted, which arise in
the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these other legal matters will have a material adverse effect on the Companys
consolidated results of operations or consolidated financial position.



NOTE 11. CONTINGENCIES



Entrust entered into a contract with the General Services Administration (GSA) on March 31, 2000. As a result, the Company may have a potential liability to the GSA under this contract, and the Company has advised the GSA
of this matter. The Company is conducting a self-assessment of its compliance and internal processes with respect to the agreement, as well as the pricing requirements of the agreement. At this time, the Companys self-assessment of its
compliance is incomplete and, as a result, the Company is unable to ascertain the extent of its potential liability, if any, including the amount or type of any damages. Management believes, based on the current information available, that the
outcome will not have a material adverse effect on the Companys consolidated results of operations or consolidated financial position.



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



This report contains forward-looking statements that involve risks and uncertainties. The statements contained in this report that are not
purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including without limitation statements regarding our expectations, beliefs,
intentions or strategies regarding the future. All forward-looking statements included in this report are based on information available to us, up to and including, the date of this document, and we assume no obligation to update any such
forward-looking statements. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below, under Overview, Certain Factors
that May Affect Our Business and elsewhere in this report. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and notes
thereto appearing elsewhere in this report.



OVERVIEW



Background



We are a leading global provider of software that secures digital identities
and information. This software and the associated services enable businesses and governments around the world to securely execute transactions and communicate information over wired and wireless networks, including the Internet. We have a broad set
of products that provides identification, entitlements, verification, privacy and security management capabilities. Major government agencies, financial institutions and Global 1500 enterprises in more than 40 countries have purchased our portfolio
of award-winning security technologies.



We were incorporated in
December 1996 with nominal share capital, all of which was contributed by Nortel Networks Corporation and its subsidiary Nortel Networks Inc. (collectively, Nortel Networks). At the close of business on December 31, 1996, Nortel Networks
transferred to us certain of their assets and liabilities, intellectual property, rights, licenses and contracts. In exchange, Nortel Networks received Series A Common stock, Special Voting stock and cash consideration. At the close of business on
December 31, 1996, we issued Series B Common stock in a private placement. After the completion of the private placement, Nortel Networks



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owned approximately 73% of the outstanding shares of our voting stock assuming conversion of the Series B
Common stock and Series B Non-Voting Common stock.



On August 21,
1998, we closed our initial public offering, issuing 5,400,000 shares of Common stock at an initial public offering price of $16 per share. The net proceeds from the offering, after deducting underwriting discounts and commissions and offering
expenses incurred, were approximately $79.1 million.



On February
29, 2000 and March 2, 2000, we closed our follow-on offering, which included an over-allotment option closing, issuing an aggregate of 2,074,260 shares of Common stock at an offering price $82 per share. The net proceeds from the offering, after
deducting underwriting discounts and commissions and offering expenses incurred, were approximately $161.5 million.



On June 4, 2001, we changed our name to Entrust, Inc.



At March 21, 2003, Nortel Networks owned 8,351,259 shares, or approximately 13%, of our Common stock.



BUSINESS OVERVIEW



During the first quarter of 2003, we continued our strategy of focusing on
core vertical and geographic markets. Revenues from digital certificate-based Secure Desktop Applications and Secure Web Portals accounted for 39% and 42%, respectively, of the first quarter software revenue. Entrust GetAccess, which grew
sequentially in the quarter, contributed to the new customer success, as well as representing one of the top five software deals. Secure VPN achieved its highest revenue quarter with continued market demand driven by the return on investment it
generates for customers. One of our top five software deals for the quarter was a U.S. automobile manufacturer that commenced a multiphase rollout of an Entrust Secure VPN for secure, low-cost access for remote employees. The solution was
partner-fulfilled with a global system integrator managing the rollout and implementation for the customer. Other highlights from the quarter included:



| |  | Our largest transaction in the quarter was with a new customer and a competitive displacement into the U.S. Federal government extending our strong government
vertical position. The global extended government market represented 52% of our total software revenue for the quarter. Another top five transaction was with the Government of Denmark.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We attained our highest quarter of support and maintenance revenue and renewals, surpassing the previous quarters record. This performance reflects the unique
value our products provide to our customers globally, the increasing customer deployment of solutions and the level of service quality that the Entrust support and maintenance team delivers.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Our average customer purchase size this quarter was $93,000. Total software transactions were 74, equal to the number delivered in the last quarter of 2002. New
customer momentum continued in the first quarter of 2003 with the number of new customers up more that 35 percent from the last quarter of 2002. We now have more than 1,250 government and enterprise customers worldwide.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our key technology-related accomplishments during the first quarter of 2003
included the following:



| |  | Entrust and Waveset announced, in April 2003, a strategic alliance designed to leverage each companys technology and expertise to provide a suite of tightly
integrated, comprehensive identity management solutions. The alliance enabled us to launch the Entrust Secure Identity Management Solution, a comprehensive and cost-effective offering that allows governments and businesses to securely and easily
deploy and manage identities for a broad range of enterprise and Web applications. Additionally, Waveset has agreed to incorporate Entrusts strong security capabilities into a version of its Waveset Lighthousesolution to secure management of enterprise identities. The two companies also intend to jointly develop and market new products and
solutions, while collaborating on standards development within their joint areas of expertise.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We launched the Entrust EntelligenceSecurity Provider solution, a new thin-client security platform that enables
|- |  | -----------------------------------------------------------------------------------------------------------------



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| | governments and enterprises to rapidly download and deploy security for their desktop applications such as e-mail, VPN remote access and
electronic forms.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We released Entrust GetAccess Proxy Server 7.0 to add further enhancements to Entrusts Secure Web Portal Solution. The Entrust GetAccess Proxy Server extends
the functionality and capabilities of Entrust GetAccess to any http-based Web Server. As a front-end to protect Web Servers, the Entrust GetAccess Proxy Server provides a centralized point of administration for user access and enables Web servers to
reside behind a firewall. This unique solution helps organizations reduce costs, improve security and enhance the user experience of a Secure Web Portal.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | IBM and Entrust launched a joint sales and marketing initiative to address the growing drive among State Governments to reduce costs and improve online services to
constituents. We believe that one of the largest opportunities for cost savings is the expensive, time-consuming and error-prone process of routine business and government-mandated compliance reporting. The IBM and Entrust offering is a
comprehensive solution for E-Reporting that can help State Governments transform todays manual, paper-based process into an automated, Web-based environment. E-Reporting with digital signatures enables State Governments to streamline workflow,
increase productivity and improve service to constituents.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Northrop Grumman Corporations Information Technology sector and SchlumbergerSema joined the Entrust TrustedPartner Program. Under this program, Entrust
leverages enhanced relationships to strengthen collaborative marketing, sales, technology deployment and professional services ties with high-value partners who consider security software a business imperative.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We announced OPSEC(Open
Platform for Security) certification for Entrust AuthoritySecurity Manager 6.0 from Check Point Software
Technologies Ltd. OPSEC certification validates that Entrust Authority continues to seamlessly integrate with Check Points market-leading VPN-1®/FireWall-1®Next Generationsolution, providing customers with a scalable public key infrastructure (PKI) authentication solution. The Entrust Authority architecture
extends across many applications, including VPNs, to securely authenticate Internet communications.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



CRITICAL ACCOUNTING POLICIES



We operate in one primary business. We develop, market and sell software that secures digital identities and information. We also perform professional services to install, support and integrate our
software solutions with other applications. All of these activities may be fulfilled in conjunction with partners and managed through a global functional organization. We do not have any off-balance sheet financing, other than operating leases
entered into in the normal course of business, and we do not actively engage in hedging transactions.



In the first quarter of 2003, our most complex accounting judgments were made in the areas of software revenue recognition, allowance for doubtful accounts, restructuring and other special
non-recurring charges, impairment of long-term strategic investments, the provision of income taxes and stock-based compensation. The restructuring and other special non-recurring charges are not anticipated to be recurring in nature. However, the
financial reporting of restructuring and other special non-recurring charges will continue to require judgments until such time as the corresponding accruals are fully paid out and/or no longer required. Software revenue recognition, allowance for
doubtful accounts, impairment of long-term strategic investments, provision for income taxes and stock-based compensation are expected to continue to be ongoing elements of our accounting processes and judgments.



Software Revenue Recognition



With respect to software revenue recognition, we recognize revenues in
accordance with the provisions of the American Institute of Certified Public Accountants Statement of Position No. 97-2, Software Revenue Recognition, Statement of Position 98-9 Modification of SOP 97-2, Software Revenue
Recognition, With Respect to Certain Transactions and related accounting guidance and pronouncements.



Revenues from perpetual software license agreements are recognized upon receipt of an executed license



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agreement, or an unconditional order under an existing license agreement, and shipment of the software, if
there are no significant remaining vendor obligations, collection of the receivable is probable and payment is due within twelve months. Revenues from license agreements requiring the delivery of significant unspecified software products in the
future are accounted for as subscriptions and, accordingly, are recognized ratably over the term of the agreement from the first instance of product delivery.



Due to the complexity of some software license agreements, we routinely apply judgments to the application of software revenue recognition accounting
principles to specific agreements and transactions. Different judgments and/or different contract structures could have led to different accounting conclusions, which could have had a material effect on our reported earnings.



Allowance for Doubtful Accounts



We maintain doubtful accounts allowances for estimated losses resulting from
the inability of our customers to make required payments. At the time of a transaction, we assess whether the fee associated with the revenue transaction is fixed and determinable based on the payment terms associated with the transaction and the
creditworthiness of the customer. We also assess whether collection is reasonably assured. If any portion of a fee is due after 365 days from the invoice date, we account for the fee as not being fixed and determinable. In these cases, we recognize
revenue as the fees become due.



We assess collection based on a
number of factors, including previous transactions with the customer and the creditworthiness of the customer. We do not request collateral from our customers. If we determine that collection of a fee is not reasonably assured, we defer the fee and
recognize revenue at the time collection becomes reasonably assured, which is generally upon receipt of cash.



We base our ongoing estimate of allowance for doubtful accounts primarily on the aging of the balances in the accounts receivable, our historical collection patterns and changes in the creditworthiness
of our customers. While credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. Our accounts receivable
include material balances from a limited number of customers, with five customers accounting for 40% of accounts receivable at March 31, 2003, compared to 59% of accounts receivable at March 31, 2002. For more information on our customer
concentration, see our related discussion in Certain Factors That May Affect Our Business. Therefore, changes in the assumptions underlying this assessment or changes in the financial condition of our customers could result in a
different required allowance, which could have a material impact on our reported earnings.



As of March 31, 2003, accounts receivable totaled $19.3 million, net of an allowance for doubtful accounts of $3.0 million.



Restructuring and Other Special Non-recurring Charges



On June 4, 2001, we announced that our Board of Directors had approved a
restructuring program to refocus on the most significant market opportunities and to reduce operating costs due to the macroeconomic factors that were negatively affecting technology investment in the market. The restructuring program included a
workforce reduction, consolidation of excess facilities, and discontinuance of non-core products and programs.



As a result of the restructuring program and the impact of the macroeconomic conditions on us and our global base of customers, we recorded restructuring and other special non-recurring charges,
excluding goodwill impairment, of $106.6 million in the second quarter of 2001, with a subsequent increase of $1.4 million in the second half of 2001 and a reduction of $1.3 million in the first half of 2002.



We conducted our assessment of the accounting effects of the restructuring
program in accordance with EITF No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity, SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to



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be Disposed of, APB Opinion No. 9, Reporting the Results of Operations and the relevant provisions of the SECs SAB
No. 100, Restructuring and Impairment Charges.



Our assessment required assumptions in estimating the original accrued restructuring charges of $65.5 million at June 30, 2001, including estimating future recoveries of sublet income from excess facilities, liabilities from employee
severances, and costs to exit business activities. Changes in these assessments with respect to the accrued restructuring charges of $31.9 million at March 31, 2003, could have a material effect on our reported results. In addition, actual results
could vary from these assumptions, in particular with regard to the sublet of excess facilities, resulting in an adjustment that could have a material effect on our future financial results. As of June 2002, we had initiated all actions required by
the restructuring plan.



Impairment of Long-term Strategic
and Equity Investments



We assess the
recoverability of the carrying value of strategic investments on an on-going basis, but at least annually. Factors that we consider important in determining whether an assessment is warranted and could trigger impairment include, but are not limited
to, the likelihood that the company in which we invested would have insufficient cash flows to operate for the next twelve months, significant changes in the companys operating performance or business model and changes in overall market
conditions. These investments are in private companies of which we typically own less than 10% of the outstanding stock. We account for these investments under the cost method. Because there is not a liquid market for these securities, we often must
make estimates of the value of our investments. We recorded charges related to other than temporary declines in the value of certain strategic investments of $10.8 million in 2001. We also recorded a gain on the disposition of a long-term strategic
investment of $1.6 million in 2001. It was also determined that a further adjustment to the carrying value of the investments was necessary during 2002 in the amount of $1.2 million, to reflect other than temporary declines in the value of certain
strategic investments. Further write-downs may be required in the future depending upon our assessment of the performance of the underlying investee companies at that time. As of March 31, 2003, long-term strategic investments amounted to $2.9
million, which represents an investment in Modulo Security Solutions in Brazil.



In April 2002, we began accounting for our investment in Entrust Japan under the equity method in accordance with the provisions of APB No. 18, The Equity Method of Accounting for Investments in
Common Stock and ARB No. 51, Consolidated Financial Statements. Accordingly, on the step-by-step acquisition method, we recorded a retroactive adjustment to consolidated accumulated deficit to record our share of the
post-acquisition losses of Entrust Japan for prior years in the amount of $393,000, as required by this accounting guidance. This retroactive adjustment is attributable to our pro rata share of losses recorded by Entrust Japan during the period in
which we owned less than 10% of its voting stock, to the extent of our previous investment.



In addition, we recorded our share of post-acquisition losses of Entrust Japan, in the amount of $602,000 in our consolidated losses for 2002 and $105,000 for the three months ended March 31, 2003.
These losses are attributable to our pro rata share of Entrust Japans losses while we have had an equity ownership of approximately 39% of its voting stock.



During 2002 and the first quarter of 2003, Entrust Japan exceeded the performance targets established at the
date of our increased investment. However, due to Entrust Japans history of operating losses, it is possible that all or substantially all of the remaining $1.2 million equity investment in Entrust Japan at March 31, 2003 may be expensed
through our operating earnings in future quarters as a result of our recognition of our equity share of losses in Entrust Japan. As of March 31, 2003, we believe that there has not been an impairment of our investment in Entrust Japan.



Provision for Income Taxes



The preparation of our consolidated financial statements
requires us to estimate our income taxes in each of the jurisdictions in which we operate, including those outside the United States. In addition, we have based the calculation of our income taxes in each jurisdiction based upon inter-company
agreements. The income tax



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accounting process involves our estimating our actual current exposure in each jurisdiction together with assessing temporary differences
resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in the recognition of deferred tax assets and liabilities. We then record a valuation allowance to reduce our deferred
tax assets to the amount that is more likely than not to be realized.



Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. We recorded a valuation
allowance of $114.2 million as of March 31, 2003, which consists of U.S. and Foreign net operating loss (NOL) and tax credit carry-forwards in the amount of $84.0 million and $30.2 million of deferred tax assets resulting from temporary differences.
This valuation allowance represents the full value of our deferred tax assets, due to uncertainties related to our ability to utilize our deferred tax assets due to our recent history of financial losses. In the event that actual results differ from
these estimates or we adjust these estimates in future periods, we may need to adjust our valuation allowance, which could materially impact our financial position and results of operations.



Stock-Based Compensation



Our stock option program is a broad-based, long-term
retention program that is intended to contribute to our success by attracting, retaining and motivating talented employees and to align employee interests with the interests of our existing stockholders. Stock options are typically granted to
employees when they first join us but can also be granted when there is a significant change in an employees responsibilities and, occasionally, to achieve equity within a peer group. The Compensation Committee of the Board of Directors may,
however, grant additional options to executive officers and key employees for other reasons. Under the stock option plans, the participants may be granted options to purchase shares of Common stock and substantially all of our employees and
directors participate in at least one of our plans. Options issued under these plans generally are granted at fair market value at the date of grant, become exercisable at varying rates, generally over three or four years and generally expire ten
years from the date of grant.



We recognize that
stock options dilute existing shareholders and have attempted to control the number of options granted while remaining competitive with our compensation packages. At March 31, 2003, a large percentage of our outstanding employee stock options
carried exercise prices in excess of the closing market price of our Common stock on that day. The Compensation Committee of the Board of Directors oversees the granting of all stock-based incentive awards.



We account for our stock option plans under the recognition
and intrinsic value measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related accounting guidance. Accordingly, no stock-based compensation expense is reflected in net earnings for grants under
these plans, as all options granted under these plans had an exercise price equal to the market value of the underlying Common stock on the date of grant. If we had applied the fair value recognition provisions of SFAS No. 123, Accounting for
Stock-Based Compensation, to stock-based compensation, the effect would have been to increase our net loss in the first quarter of 2003 and the year ended December 31, 2002 to $8.9 million and $42.4 million, respectively, and consequently,
increase our net loss per share to $0.14 and $0.65 for the first quarter of 2003 and the year ended December 31, 2002, respectively. However, Entrust believes that the expenses that would be recorded under SFAS No. 123 are not as meaningful as a
careful consideration of the outstanding option data, which is disclosed in note 2 of our condensed consolidated financial statements, included elsewhere in this Quarterly Report.



RESULTS OF OPERATIONS



The following table sets forth certain condensed consolidated statement of operations data expressed as a
percentage of total revenues for the periods indicated:



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|                                         |  | (Unaudited)                  |   
|---------------------------------------- |  | ---------------------------- | --
|                                         |  | THREE MONTHS ENDED MARCH 31, |   
|                                         |  | 2003                         |   
|Revenues:                                |  |                              |   
|License                                  |  | 33.2                         | % 
|Services and maintenance                 |  | 66.8                         |   
|                                         |  |                              |   
|Total revenues                           |  | 100.0                        |   
|                                         |  |                              |   
|Cost of revenues:                        |  |                              |   
|License                                  |  | 3.5                          |   
|Services and maintenance                 |  | 36.6                         |   
|                                         |  |                              |   
|Total cost of revenues                   |  | 40.1                         |   
|                                         |  |                              |   
|Gross profit                             |  | 59.9                         |   
|                                         |  |                              |   
|Operating expenses:                      |  |                              |   
|Sales and marketing                      |  | 39.8                         |   
|Research and development                 |  | 27.2                         |   
|General and administrative               |  | 15.7                         |   
|Amortization of purchased product rights |  | 1.3                          |   
|                                         |  |                              |   
|Total operating expenses                 |  | 84.0                         |   
|                                         |  |                              |   
|Loss from operations                     |  | (24.1                        | ) 
|                                         |  |                              |   
|Other income (expense):                  |  |                              |   
|Interest income                          |  | 2.2                          |   
|Loss from equity investment              |  | (0.5                         | ) 
|                                         |  |                              |   
|Total other income                       |  | 1.7                          |   
|                                         |  |                              |   
|Loss before income taxes                 |  | (22.4                        | ) 
|Provision for income taxes               |  | 0.8                          |   
|                                         |  |                              |   
|Net loss                                 |  | (23.2                        | )%
|                                         |  |                              |   



REVENUES



We generate revenues from
licensing the rights to our software products to end-users and, to a lesser extent, from sublicense fees from resellers. We also generate revenues from consulting, training and post-contract support, or maintenance, performed for customers who
license our products. We recognize revenues in accordance with the provisions of the SOP No. 97-2, Software Revenue Recognition and related accounting guidance and pronouncements.



Revenues from perpetual software license agreements are recognized as revenue
upon receipt of an executed license agreement, or an unconditional order under an existing license agreement, and shipment of the software, if there are no significant remaining vendor obligations, collection of the receivable is probable and
payment is due within twelve months. Revenues from license agreements requiring the delivery of significant unspecified software products in the future are accounted for as subscriptions and, accordingly, are recognized ratably over the term of the
agreement from the first instance of product delivery.



Revenues
from maintenance services are recognized ratably over the term of the maintenance period, which is



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typically one year. If maintenance services are included free of charge or discounted in a license agreement, such amounts are unbundled from
the license fee at their fair market value based upon the value established by independent sales of such maintenance services to other customers. Revenues from the sale of Web server certificates are also recognized ratably over the term of the
certificate, which is typically one to two years.



Consulting and
training revenues are generally recognized as the services are performed. Consulting services are typically performed under separate service agreements and are usually performed on a time and materials basis. Such services primarily consist of
implementation services related to the installation and deployment of our products and do not include significant customization or development of the underlying software code.



We use the percentage-of-completion method to account for fixed price custom development contracts. Under this method, we
recognize revenue and profit as the work on the contract progresses. Revenues are recognized by applying the percentage of the total cost incurred to date divided by the total estimated contract cost to the total contract value, and any projected
loss is recognized immediately. The project cost estimates are reviewed on a regular basis.



Total Revenues



Total revenues were $21.7 million for the three months ended March 31, 2003, which represented a decrease of 21% from the $27.5 million of total revenues for the three months ended March 31, 2002. Total revenues derived from North
America of $15.2 million for the three months ended March 31, 2003 represented a decrease of 23% from the $19.8 million for the three months ended March 31, 2002, while the total revenues derived from outside of North America of $6.5 million for the
three months ended March 31, 2003 represented a decrease of 16% from the $7.7 million for the three months ended March 31, 2002. The overall decline in total revenues in the first three months of 2003 was driven by a reduced closure rate for
software in March due to an already soft global economic environment coupled with the war in Iraq. The effect was felt most strongly in Europe, Asia and other international locales, due to the continued soft economic climate internationally. The
decline was also heavily felt in Canada, where the first quarter of 2002 included significant revenues from software deliveries accounted for on a subscription basis for the Government of Canada Secure Channel project, the revenues from which were
difficult to replace in the first quarter of 2003. The level of non-North American revenues has fluctuated from period to period and this trend is expected to continue for the foreseeable future. In the three months ended March 31, 2003, no
individual customer accounted for 10% or more of total revenues.



License Revenues



License revenues
of $7.2 million for the three months ended March 31, 2003 represented a decrease of 40% from the $12.1 million for the three months ended March 31, 2002, representing 33% and 44% of total revenues in the respective periods. The decrease in license
revenues in absolute dollars primarily reflected the changed buying patterns that we experienced in March when customers either delayed purchases or reduced the average dollar level per transaction, driven by the soft economic climate
internationally and concerns over the war in Iraq. In addition, the global downturn has had a significant impact on information technology projects and the commitments that customers have made to expenditures in this area, with customers buying to
their immediate needs, as opposed to buying total project or enterprise wide, in the tough economic market. Also, the first quarter of 2003 experienced a significant decrease in license revenues in Canada, as compared to the first quarter of 2002,
which included significant revenues from software deliveries accounted for on a subscription basis for the Government of Canada Secure Channel project, which were difficult to replace in the first quarter of 2003. License revenues as a percentage of
total revenues decreased for the three months ended March 31, 2003 compared to the same period in 2002, due to a stronger demand for services, primarily maintenance and support services, relative to the demand for software.



Services and Maintenance Revenues



Services and maintenance revenues of $14.5 million for the three months ended
March 31, 2003 represented a decrease of 6% from the $15.4 million for the three months ended March 31, 2002, representing 67% and 56% of total revenues in the respective periods. The decrease in services and maintenance revenues was due primarily
to



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continued pressure on information technology services spending. However, support revenues and support
contract renewals were the highest in our history, which helped to offset the effect of the decline in spending by customers on professional services as compared to the first quarter of 2002. We believe this support revenue performance reflects the
value our products provide to our customers globally, the increasing customer deployment of solutions and the level of service quality that our support and maintenance team delivers. In addition, to a greater degree we have been fulfilling our
customers deployment needs in conjunction with partners, as our solutions are now easier to deploy and, as a result, the demand for our consulting services has declined for customer deployment and integration requirements. The increase in
services and maintenance revenues as a percentage of total revenues for the three months ended March 31, 2003 compared to the same period in 2002 reflected the shift in the mix of revenues from license to services and maintenance revenues discussed
in the previous section. This shift was largely due to the strength of demand for our services and maintenance business relative to the demand for software.



EXPENSES



Total Expenses



Total expenses consist of costs of revenues and operating expenses associated with sales and marketing, research and development, and general and
administrative. Total expenses of $26.7 million for the three months ended March 31, 2003 represented a decrease of 14% from $31.1 million for the three months ended March 31, 2002, due to the continued commitment of management to reduce and control
costs. As of March 31, 2003, we had 665 full-time employees globally, compared to 705 full-time employees at December 31, 2002 and 801 full-time employees at March 31, 2002. No employees are covered by any collective bargaining agreements, and we
believe that our relationship with our employees is good.



Cost of License Revenues



Cost of
license revenues consists primarily of costs associated with product media, documentation, packaging and royalties to third-party software vendors. Cost of license revenues was $767,000 for the three months ended March 31, 2003, which represented a
decrease from $942,000 for the three months ended March 31, 2002, representing 4% and 3% of total revenues in each of the respective periods. While the cost of license revenues as a percentage of total revenues remained relatively flat from the
first quarter of 2002 to the same quarter of 2003, the decrease in cost of license revenues in absolute dollars was primarily a result of lower software license revenues in the first quarter of 2003, compared to the same period in 2002. The mix of
third-party products may vary from period to period and, consequently, our gross margins and results of operations could be adversely affected.



Cost of Services and Maintenance Revenues



Cost of services and maintenance revenues consists primarily of personnel costs associated with customer support, training and consulting services, as
well as amounts paid to third-party consulting firms for those services. Cost of services and maintenance revenues was $7.9 million for the three months ended March 31, 2003, which represented a decrease from $8.5 million for the three months ended
March 31, 2002, representing 37% and 31% of total revenues for the respective periods. The decrease in the cost of services and maintenance revenues in absolute dollars primarily reflected the decreased costs associated with lower levels of services
and maintenance revenues experienced during the first quarter of 2003. The increase in the cost of services and maintenance revenues as a percentage of total revenues reflected the lower than expected revenue performance in the first quarter of
2003, particularly as a result of the reduced closure rate for software transactions, and the shift in the mix of revenues from license to services and maintenance revenues during this period compared to the first quarter of 2002.



Services and maintenance gross profit as a percentage of services and
maintenance revenues was 45% for each of the three months ended March 31, 2003 and 2002. The consistent level of services and maintenance gross profit as a percentage of services and maintenance revenues in the first quarter of 2003, compared to the
first quarter of



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2002, was a result of lower professional services margins in the first three months of 2003 due to lower
revenues in this area, particularly in Europe, offset by higher margin attainment by the support and maintenance team.



Operating ExpensesSales and Marketing



Sales and marketing expenses decreased to $8.6 million for the three months ended March 31, 2003 from $12.1 million for the comparable period in 2002.
Sales and marketing expenses represented 40% of total revenues for the three months ended March 31, 2003, compared to 44% for the comparable period in 2002. The decrease in absolute dollars was due mainly to the continued management discipline with
respect to spending, and more specifically as a result of the reduction in expenses related to sales commissions due to the lower revenue achievement in the first quarter of 2003 compared to the same quarter in 2002. In addition, spending on
marketing programs was lower in the first three months of 2003 versus the same period in 2002, as we budget for significant product launches in the second quarter of 2003 and the corresponding market activities related to these launches. The
decrease in sales and marketing expenses as a percentage of total revenues for the three months ended March 31, 2003, compared to the same period in 2002, reflected the cost savings related to the lower-than-expected revenue achievement in the first
quarter of 2003 compared to 2002. In addition, we have continued to implement significant efficiencies into our sales processes and continue greater discipline in expense management as we streamline the sales and marketing organizations. We intend
to continue to focus on improving the productivity of these organizations with a view to gaining efficiencies in the related processes in light of current economic conditions. However, we believe it is necessary for us to continue to make
significant investments in sales and marketing to support the launch of new products, services and marketing programs by maintaining our strategy of (a) investing in hiring and training our direct and partner sales organizations in anticipation of
future market growth, and (b) investing in marketing efforts in support of new product launches. Failure of these investments in sales and marketing to generate future revenues will have a significant adverse effect on our operations. While we are
focused on marketing programs and revenue-generating opportunities to increase software revenues, there can be no assurances that these initiatives will be successful.



During the first quarter of 2003, the allowance for doubtful accounts remained at $3.0 million as a result of effective cash
collections during the period and, consequently, an additional bad debt provision was not required in the first quarter of 2003.



Operating ExpensesResearch and Development



Research and development expenses decreased to $5.9 million for the three months ended March 31, 2003 from $6.0 million for the comparable period in 2002.
Research and development expenses represented 27% of total revenues for the three months ended March 31, 2003, compared to 22% for the comparable period in 2002. The slight decrease in research and development expenses in absolute dollars for the
three months ended March 31, 2003, compared to the same period in 2002, was due mainly to the continued management discipline in spending in this critical area. Research and development expenses as a percentage of total revenues for the three months
ended March 31, 2003 increased compared to the same period in 2002, mainly due to the lower-than-expected license revenues during the quarter, as these costs were largely fixed prior to the start of the quarter. We believe that we must continue to
maintain our investment in research and development in order to protect our technological leadership position, software quality and security assurance leadership and thus, expect research and development expenses may have to increase in absolute
dollars in the future if additional experienced security experts and software engineers are required.



Operating ExpensesGeneral and Administrative



General and administrative expenses decreased to $3.4 million for the three months ended March 31, 2003 from $3.5 million for the comparable period in
2002. General and administrative expenses represented 16% of total revenues for the three months ended March 31, 2003, compared to 13% for the comparable period in 2002. General and administrative expenses in absolute dollars remained relatively
flat between the first quarter of 2003 and the



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same quarter in 2002. General and administrative expenses as a percentage of total revenues increased in
the first quarter 2003, compared to the same period in the prior year, due primarily to the lower-than-expected revenue achievement during the first quarter of 2003, as these expenses include a high degree of fixed costs. We continue to look for
ways to gain additional efficiencies in our administrative processes and to contain expenses in these functional areas.



Amortization of Goodwill, Purchased Product Rights and Other Purchased Intangibles



Amortization expense in connection with acquisition-related intangibles in
the first quarter of 2003 is consistent with the same period of the prior year. Amortization of purchased product rights of $284,000 was expensed for each of the three months ended March 31, 2003 and 2002. No amortization of goodwill and other
purchased intangibles assets was recorded as a result of the adoption of SFAS No. 142 as of January 2002. There was no impairment of acquisition-related intangibles recorded during the first quarter of 2003.



Interest Income



Interest income decreased to $489,000 for the three months ended March 31,
2003 from $932,000 for the three months ended March 31, 2002, representing 2% and 3% of total revenues in the respective periods. The decrease in investment income reflected the reduced balance of funds invested, as these amounts have been drawn
down to fund cash flow from operations and stock repurchases. In addition, to a lesser extent, the decrease was due to lower interest rates that have been available for the three months ended March 31, 2003, compared to the same period in 2002.



Loss from Equity Investment



We recorded $105,000 of losses related to our investment in Entrust Japan in
the first quarter of 2003, which is accounted for under the equity method of accounting for investments in common stock, since we have the potential to significantly influence the operations and management of Entrust Japan. These losses represent
our share of the operating losses of Entrust Japan for the three months ended March 31, 2003 on an equity accounting basis, based on an approximate 39% ownership interest in the voting capital of Entrust Japan.



Provision for Income Taxes



We recorded an income tax provision of $174,000 for the three months ended
March 31, 2003, compared to $395,000 for the same period of 2002. These provisions represent primarily the taxes payable in certain foreign jurisdictions. The effective income tax rates differed from statutory rates primarily due to the amortization
of purchased product rights, as well as an adjustment of the valuation allowance that has offset substantially the tax benefits from the significant net operating loss and tax credit carry-forwards available.



LIQUIDITY AND CAPITAL RESOURCES



We used cash of $3.8 million in operating activities during the three months
ended March 31, 2003. This cash outflow was primarily a result of a net loss before non-cash charges of $3.3 million, a decrease in accounts payable and accrued liabilities of $3.5 million, and a decrease in accrued restructuring charges of $1.3
million, partially offset by cash inflows resulting from a decrease in accounts receivable of $3.3 million and an increase in deferred revenue of $0.8 million. Our average days sales outstanding at March 31, 2003 was 80 days, which represents a
decrease from the 81 days that we reported at December 31, 2002. The overall decrease in days sales outstanding from December 31, 2002 was mainly due to a slightly better linearity of revenues during the first quarter of 2003 and stronger in-quarter
revenue collections during the same period. For purposes of calculating average days sales outstanding, we divide ending accounts receivable by the applicable quarters revenues and multiply this amount by 90 days. The level of accounts
receivable at each quarter end is affected



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by the concentration of revenues in the final weeks of each quarter and may be negatively affected by
expanded international revenues in relation to total revenues as licenses to international customers often have longer payment terms.



During the three months ended March 31, 2003, we generated $4.1 million of cash from investing activities, primarily due to cash provided by reductions in
our marketable investments in the amount of $4.6 million (net of $36.6 million of marketable investment purchases). This was partially offset by $0.5 million invested in property and equipment primarily for computer hardware upgrades throughout our
organization.



We used cash of $2.6 million in financing
activities during the three months ended March 31, 2003 primarily for the repurchase of our Common stock in the amount of $2.8 million, offset by cash provided by the exercise of employee stock options and the sale of shares under our employee stock
purchase plan.



For disclosure regarding our contractual
obligations and commercial commitments, please see notes 10 and 15 to our consolidated financial statements for the year ended December 31, 2002 contained in our Annual Report on Form 10-K. There were no new significant contractual obligations or
commitments incurred during the first quarter of 2003.



As of
March 31, 2003, our cash, cash equivalents and marketable investments in the amount of $124.3 million provided our principal sources of liquidity. Overall, we used $7.1 million from our cash, cash equivalents and marketable investments during the
first quarter of 2003. Although we are targeting operating breakeven, based on top line revenue growth while maintaining the current operating expense structure, we estimate that we will continue to use cash throughout our fiscal 2003 to fund
operating losses and to satisfy the obligations accrued for under our restructuring program. However, if revenue improvements do not materialize, then cash, cash equivalents and marketable investments will be negatively affected.



In addition, we announced in the third quarter of 2002 that we intend to
repurchase up to an aggregate of 7,000,000 shares of our Common stock over the 12-month period ending July 28, 2003, or an earlier date determined by our board of directors, in open market, negotiated and block transactions. The timing and amount of
shares repurchased under this program will be determined by our management based on its evaluation of market and business conditions, and will be funded using available working capital. During the first quarter of 2003, we repurchased 1,102,300
shares of Common stock for an aggregate purchase price of $2.8 million. Since the announcement of the program, we have repurchased 1,887,300 shares of Common stock for an aggregate purchase price of $5.1 million. While there can be no assurance as
to the extent of usage of liquid resources in future periods, we believe that our cash flows from operations and existing cash, cash equivalents and marketable investments will be sufficient to meet our needs for at least the next twelve months.



CERTAIN FACTORS THAT MAY AFFECT OUR BUSINESS



Our quarterly revenues and operating results are subject
to significant fluctuations and such fluctuations may lead to a reduced market price for our stock.



Our quarterly revenues and operating results have varied in the past and may continue to fluctuate in the future. We believe that period-to-period comparisons of our operating results are not
necessarily meaningful, but securities analysts and investors often rely upon these comparisons as indicators of future performance. If our operating results in any future period fall below the expectations of securities analysts and investors, or
the guidance that we provide, the market price of our securities would likely decline. Factors that have caused our results to fluctuate in the past and which are likely to affect us in the future include the following:



|· |  | reduced capital expenditures for software;
|- |  | ------------------------------------------



|· |  | length of sales cycles associated with our product offerings;
|- |  | -------------------------------------------------------------



|· |  | the timing, size and nature of our licensing transactions;
|- |  | ----------------------------------------------------------



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|· |  | the increased dependency on partners for end user fulfillment;
|- |  | --------------------------------------------------------------



|· |  | market acceptance of new products or product enhancements by us;
|- |  | ----------------------------------------------------------------



|· |  | market acceptance of new products or product enhancements by our competitors;
|- |  | -----------------------------------------------------------------------------



|· |  | the relative proportions of revenues derived from licenses and services and maintenance;
|- |  | ----------------------------------------------------------------------------------------



|· |  | the timing of new personnel hires and the rate at which new personnel become productive;
|- |  | ----------------------------------------------------------------------------------------



|· |  | changes in pricing policies by our competitors;
|- |  | -----------------------------------------------



|· |  | changes in our operating expenses; and
|- |  | --------------------------------------



|· |  | fluctuations in foreign currency exchange rates.
|- |  | ------------------------------------------------



Estimating future revenues is difficult, and our failure to do so accurately may lead to a reduced market price for our stock and reduced
profitability.



Estimating future revenues is difficult
because we ship our products soon after an order is received and, as such, we do not have a significant order backlog. Thus, quarterly license revenues depend heavily upon orders received and shipped within the same quarter. Moreover, we
historically have recorded 50% to 80% of our total quarterly revenues in the third month of the quarter, with a concentration of revenues in the second half of that month. We expect that this concentration of revenues, which is attributable in part
to the tendency of some customers to make significant capital expenditures at the end of a fiscal quarter and to sales patterns within the software industry, will continue for the foreseeable future.



Our expense levels are based, in significant part, upon our expectations as to
future revenues and are largely fixed in the short term. We may be unable to adjust spending in a timely manner to compensate for any unexpected shortfall in revenues. Any significant shortfall in revenues in relation to our expectations could have
an immediate and significant effect on our profitability for that quarter and may lead to a reduced market price for our stock.



Because of the lengthy and unpredictable sales cycle associated with our large software transactions, we may not succeed in closing transactions on a
timely basis or at all, which would adversely affect our revenues and operating results.



Transactions for our solutions often involve large expenditures, and the sales cycles for these transactions are often lengthy and unpredictable. Factors affecting the sales cycle include:



|· |  | customers budgetary constraints;
|- |  | ---------------------------------



|· |  | the timing of customers budget cycles; and
|- |  | -------------------------------------------



|· |  | customers internal approval processes.
|- |  | ---------------------------------------



We may not succeed in closing such large transactions on a timely basis or at all, which could cause significant variability in our revenues and results
of operations for any particular period. If our results of operations and cash flows fall below the expectations of securities analysts, or below the targeted guidance range that we have provided, our stock price may decline.



A limited number of customers has accounted for a significant percentage of
our revenues, which may decline if we cannot maintain or replace these customer relationships.



Historically, a limited number of customers has accounted for a significant percentage of our revenues. In 2002, 2001 and 2000, our three largest customers accounted for 18%, 18% and 12% of revenues,
respectively. Our three largest



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customers accounted for 20% of revenues for the three months ended March 31, 2003.



We anticipate that our results of operations in any given period will continue
to depend to a significant extent upon revenues from a small number of large customers. In addition, we anticipate that such customers will continue to vary over time, so that the achievement of our long-term goals will require us to obtain
additional significant customers on an ongoing basis. Our failure to enter into a sufficient number of large licensing agreements during a particular period could have a material adverse effect on our revenues.



The U.S. and Canadian Federal Governments account for a significant
percentage of our revenues, which may decline or be subject to delays, which would adversely affect our operating results.



The extended government vertical (Governments, including Healthcare) accounted for 49% of our software revenue in 2002 and 52% of software revenue in the
first quarter of 2003. Sustaining and growing revenues in the government market will depend, in large part, on the following:



|· |  | the adoption rate of our products within government departments and agencies;
|- |  | -----------------------------------------------------------------------------



|· |  | the timing and amount of budget appropriations for information technology and specifically information security;
|- |  | ----------------------------------------------------------------------------------------------------------------



|· |  | the timing of adoption of information security policies and regulations, including, but not limited to the Health Insurance Portability and Accountability Act of
1996 (HIPAA) and the Gramm-Leach-Bliley Act; and
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· |  | our ability to develop and maintain the appropriate business relationships with partners with whom the government contracts for information security projects.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



A decline, or delay in the growth of this market
could reduce demand for our products, adversely affecting our revenues and results of operations.



The outbreak of war, significant threat of war, or a terrorist act could adversely affect our business.



Historically, the outbreak of war has had an adverse affect upon the economy. In the event of war or significant terrorist act, any of the following may
occur:



|· |  | government spending could be reprioritized to wartime activities;
|- |  | -----------------------------------------------------------------



|· |  | global enterprise spending budgets could be cut or delayed resulting in lower demand for our products; or
|- |  | ---------------------------------------------------------------------------------------------------------



|· |  | widespread and unprecedented acts of cyber-terrorism could cause disruption of communications and technology infrastructures, which could impact our customers of
products and could have unforeseen economic impacts.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A decline or delay in economic spending due to the outbreak of war, significant threat of war or a terrorist act could reduce demand for our products, materially adversely affecting our revenues and results of operations.



If the enterprise information technology budgets and the
digital identity security market do not continue to grow, demand for our products and services will be adversely affected.



The market for digital identity and information security solutions is at an early stage of development. Continued growth of the digital identity security
market will depend, in large part, on the following:



|· |  | the continued expansion of Internet usage and the number of organizations adopting or expanding intranets and extranets;
|- |  | ------------------------------------------------------------------------------------------------------------------------



|· |  | the rate of adoption of Internet-based business applications such as Web Services;
|- |  | ----------------------------------------------------------------------------------



|· |  | the ability of network infrastructures to support an increasing number of users and services;
|- |  | ---------------------------------------------------------------------------------------------



|· |  | the public recognition of the potential threat posed by computer hackers and other unauthorized users; and
|- |  | ----------------------------------------------------------------------------------------------------------



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| |  | the continued development of new and improved services for implementation across the Internet, intranets and extranets.
|- |  | -----------------------------------------------------------------------------------------------------------------------



A decline in the growth of this market could reduce demand for
our products, adversely affecting our revenues and results of operations.



A breach of security at one of our customers, whether or not due to our products, could harm our reputation and reduce the demand for our products.



The processes used by computer hackers to access or sabotage networks and intranets are rapidly evolving. A
well-publicized actual or perceived breach of network or computer security at one of our customers, regardless of whether such breach is attributable to our products, third-party technology used within our products or any significant advance in
techniques for decoding or cracking encrypted information, could adversely affect the markets perception of us and our products, and could have an adverse effect on our reputation and the demand for our products.



In addition, the security level of our products is dependent
upon the processes and procedures used to install and operate our products. Failure on the part of our customers to properly install and operate our products, could cause a security breach, which could adversely affect the markets perception
of us and our products, and could have an adverse effect on our reputation and the demand for our products.



As our products contain errors or bugs, sales of our products would likely decline if some of these bugs or the number of bugs were significant.



Like virtually all software systems, our products contain
errors, failures or bugs that our existing testing procedures have not detected. The errors may become evident at any time during the life of our products. The discovery of any errors, failures or bugs in any products, including third-party
technology incorporated into our products, may result in:



| |  | adverse publicity;
|- |  | ------------------



| |  | product returns;
|- |  | ----------------



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



| |  | third-party claims against us.
|- |  | ------------------------------



Accordingly, the discovery of any errors, failures or bugs would have a significant adverse effect on the sales of our products and our
results of operations.



Our revenues may decline if we cannot
compete successfully in an intensely competitive market.



We target our products at the rapidly evolving market for digital identity and information security solutions. Many of our current and potential competitors have longer operating histories, greater name recognition, larger installed
bases and significantly greater financial, technical, marketing and sales resources than we do. As a result, they may be able to react more quickly to emerging technologies and changes in customer requirements, or to devote greater resources to the
promotion and sale of their products. In addition, certain of our current competitors in particular segments of the security marketplace may in the future broaden or enhance their offerings to provide a more comprehensive solution competing more
fully with our functionality.



Increased
competition and increased market volatility in our industry could result in lower prices, reduced margins or the failure of our products and services to achieve or maintain market acceptance, any of which could have a serious adverse effect on our
business, financial condition and results of operations.



Our
business will not be successful if we do not keep up with the rapid changes in our industry.



The emerging market for digital identity and information security products and related services is characterized by



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rapid technological developments, frequent new product introductions and evolving industry standards. To be competitive, we have to
continually improve the performance, features and reliability of our products and services, particularly in response to competitive offerings, and be first to market with new products and services or enhancements to existing products and services.
Our failure to develop and introduce new products and services successfully on a timely basis and to achieve market acceptance for such products and services could have a significant adverse effect on our business, financial condition and results of
operations.



We may have difficulty managing our operations,
which could adversely affect our ability to successfully grow our business.



Our ability to manage future growth, if any, will depend upon our ability to:



| |  | continue to implement and improve operational, financial and management information systems on a timely basis; and
|- |  | ------------------------------------------------------------------------------------------------------------------



| |  | expand, train, motivate and manage our work force.
|- |  | --------------------------------------------------



Our personnel, systems, procedures and controls may not be adequate to support our operations. The geographic dispersal of our operations,
including the separation of our headquarters in Addison, Texas, from our research and development facilities in Ottawa, Canada, and Santa Clara, California and from our European headquarters in Reading, United Kingdom, may make it more difficult to
manage our growth.



If we fail to continue to attract and
retain qualified personnel, our business may be harmed.



Our future success depends upon our ability to continue to attract and retain highly qualified scientific, technical, sales and managerial personnel. Competition for such personnel is intense, particularly in the field of
cryptography, and there can be no assurance that we can retain our key scientific, technical, sales and managerial employees or that we can attract, motivate or retain other highly qualified personnel in the future. If we cannot retain or are unable
to hire such key personnel, our business, financial condition and results of operations could be significantly adversely affected.



We face risks associated with our international operations, which, if not managed properly, could have a significant adverse effect on our business,
financial condition or results of operations.



In the future, we may establish additional foreign operations, hire additional personnel and establish relationships with additional partners internationally. This expansion would require significant management attention and
financial resources and could have an adverse effect on our business, financial condition and results of operations. Although our international sales currently are primarily denominated in U.S. dollars, we may increasingly denominate sales in
foreign currencies in the future. In addition, our international business may be subject to the following risks:



| |  | difficulties in collecting international accounts receivable;
|- |  | -------------------------------------------------------------



| |  | difficulties in obtaining U.S. export licenses, especially for products containing encryption technology;
|- |  | ---------------------------------------------------------------------------------------------------------



| |  | potentially longer payment cycles for customer payments;
|- |  | --------------------------------------------------------



| |  | increased costs associated with maintaining international marketing efforts;
|- |  | ----------------------------------------------------------------------------



| |  | introduction of non-tariff barriers and higher duty rates;
|- |  | ----------------------------------------------------------



| |  | difficulties in enforcement of contractual obligations and intellectual property rights;
|- |  | ----------------------------------------------------------------------------------------



| |  | difficulties managing personnel and operations in remote locations; and
|- |  | -----------------------------------------------------------------------



| |  | increased complexity in global corporate tax structure.
|- |  | -------------------------------------------------------



Any one of these could significantly and adversely affect our business, financial condition or results of operations.



We face additional risks in the Asia Pacific market due to our reliance on
joint ventures and other factors.



In Japan
we have an exclusive distribution arrangement with Secom and others called Entrust Japan Co., Ltd. This entity is a joint venture of which we own 39%, SECOM, a Japanese Security Company, owns 38%, and a group of other investors own the remaining
23%. Joint ventures have additional risks as a result of potentially conflicting objectives between the owners including, but not limited to, agreement on business plans, budgets, and key staffing decisions.



In addition, Entrust personnel headquartered in Tokyo lead the
sales efforts for the entire Asia Pacific market. A disruption in our Japanese joint venture could, therefore, impact our ability to execute in the entire region. Also, the outbreak of SARS in the region will have an impact on our ability to travel
to and work with customers in at least portions of the region. It is likely that these restrictions will affect our ability to transact business in the near term.



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If the laws regarding
exports of our products further limit or otherwise restrict our business, we could be prohibited from shipping our products to restricted countries, which would result in a loss of revenues.



Some of our products are subject to export controls under
laws of the U.S., Canada and other countries. The list of products and countries for which exports are restricted, and the relevant regulatory policies, are likely to be revised from time to time. If we cannot obtain required government approvals
under these regulations, we may not be able to sell products abroad or make products available for sale internationally via computer networks such as the Internet. Furthermore, U.S. governmental controls on the exportation of encryption products and
technology may in the future restrict our ability to freely export some of our products with the most powerful information security encryption technology.



We may not be able to protect our intellectual property rights, which could make us less competitive and cause us to lose market share.



Our future success will depend, in part,
upon our intellectual property rights and our ability to protect these rights. We rely on a combination of patent, copyright, trademark and trade secret laws, nondisclosure agreements, shrink-wrap licenses and other contractual provisions to
establish, maintain and protect our proprietary rights. Despite our efforts to protect our proprietary rights, unauthorized third parties may:



| |  | copy aspects of our products;
|- |  | -----------------------------



| |  | obtain and use information that we regard as proprietary; or
|- |  | ------------------------------------------------------------



| |  | infringe upon our patents.
|- |  | --------------------------



Policing piracy and other unauthorized use of our products is difficult, particularly in international markets and as a result of the
growing use of the Internet. In addition, third parties might successfully design around our patents or obtain patents that we would need to license or design around. Finally, the protections we have obtained may not be sufficient because:



| |  | some courts have held that shrink-wrap licenses, because they are not signed by the licensee, are not enforceable;
|- |  | ------------------------------------------------------------------------------------------------------------------



| |  | our trade secrets, confidentiality agreements and patents may not provide meaningful protection of our proprietary information;
|- |  | -------------------------------------------------------------------------------------------------------------------------------

and



| |  | we may not seek additional patents on our technology or products and such patents, even if obtained, may not be broad enough to protect our technology or products.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our inability or failure to
protect our proprietary rights could have a significant adverse effect on our business, financial condition or results of operations.



We have been subject to, and may in the future become subject to, intellectual property infringement claims that could be costly and could result in a
diversion of managements attention.



As the number of security products in the industry and the functionality of these products further overlaps, software developers and publishers may increasingly become subject to claims of infringement or misappropriation of the
intellectual property or proprietary rights of others. From time to time, we have received notices from third parties either soliciting our interest in obtaining a license under one or more patents owned or licensed by these third parties or
suggesting that our products may be infringing one or more patents owned or licensed by these third parties. From time to time, we have received notices from various customers stating that we may be responsible for indemnifying such customers
pursuant to indemnification obligations in product license agreements with such customers for alleged infringement of patents assigned to third parties. To date, we are not aware that any customer has filed an action against us for indemnification.
In addition, third parties may assert infringement or misappropriation claims against us in the future. Defending or enforcing our intellectual property could be costly and could result in a diversion of managements attention, which could have
a significant adverse effect on our business, financial



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condition or results of operations. A successful claim against us could also have a significant adverse effect on our results of operations
for the period in which damages are paid. Additionally, as a result of a successful claim, we could potentially be enjoined from using technology that is required for our products to remain competitive which could in turn have an adverse effect on
our results of operations for subsequent periods.



We may lose
access to technology that we license from outside vendors, which loss could adversely affect our ability to sell our products.



We rely on outside licensors for patent and/or software license rights in technology that is incorporated into and is necessary for the
operation of our products. For example, our ability to provide Web server certificates in the future is dependent upon a licensing agreement we have with Baltimore Technologies, one of our primary competitors. Our success will depend in part on our
continued ability to have access to such technologies that are or may become important to the functionality of our products. Any inability to continue to procure or use such technology could have a significant adverse effect on our ability to sell
some of our products.



We rely on partners to integrate our
products with their products and to resell our products. Changes in these relationships could adversely affect our ability to sell our products.



We rely on partners to integrate our products with their products or to maintain adherence to industry standards so that our products will
be able to work with them to provide enhanced security attributes. For example, our ability to provide digital signatures on Adobe forms is dependent upon Adobe continuing to allow Entrust to have access to their private Application Programming
Interfaces in future releases. In addition, we have resale relationships with companies such as Critical Path and Waveset. Inability to maintain these relationships could have a material adverse effect on our results of operations.



We have entered into complex contracts, which require on going monitoring
and administration. Failure to monitor and administer these contracts properly may result in liability or damages.



We enter into complex contractual agreements with our customers, suppliers and partners. Some of these contracts contain clauses, which,
if not properly monitored and administered, may be breached and result in damages payable by us. These damages could have a material adverse effect on our business, financial condition and results of operations.



Future acquisitions or investments could disrupt our ongoing business,
distract our management and employees, increase our expenses and adversely affect our results of operations.



It is possible, as part of our future growth strategy, that we will from time-to-time acquire or make investments in companies,
technologies, product solutions or professional services offerings. With respect to these acquisitions, we would face the difficulties of assimilating personnel and operations from the acquired businesses and the problems of retaining and motivating
key personnel from such businesses. In addition, these acquisitions may disrupt our ongoing operations, divert management from day-to-day business, increase our expenses and adversely impact our results of operations. Any future acquisitions would
involve certain other risks, including the assumption of additional liabilities, potentially dilutive issuances of equity securities and incurrence of debt. In addition, these types of transactions often result in charges to earnings for such items
as amortization of goodwill or in-process research and development expenses.



Our stock price is volatile and may continue to be volatile in the future.



The trading price of our Common stock has been, and is expected to continue to be, highly volatile and may be significantly and adversely
affected by factors such as:



| |  | actual or anticipated fluctuations in our operating results;
|- |  | ------------------------------------------------------------



| |  | announcements of technological innovations;
|- |  | -------------------------------------------



| |  | new products introduced by, or new contracts entered into by, us or our competitors;
|- |  | ------------------------------------------------------------------------------------



| |  | developments with respect to patents, copyrights or propriety rights;
|- |  | ---------------------------------------------------------------------



| |  | conditions and trends in the security industry;
|- |  | -----------------------------------------------



| |  | changes in financial estimates by securities analysts; and
|- |  | ----------------------------------------------------------



| |  | general market conditions and other factors.
|- |  | --------------------------------------------



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Nortel Networks
ownership of approximately 13% of our voting stock could have the effect of impeding a change of control, and the sale of shares of Entrust Common stock held by Nortel Networks could negatively impact our share price.



As of March 31, 2003, Nortel Networks beneficially owned approximately 13% of
our outstanding voting stock. This concentration of ownership may have the effect of delaying or preventing a change in control that other stockholders may find favorable.



Nortel Networks also has the right to sell its shares under Rule 144 of the Securities Act of 1933 or through the exercise of
demand registration rights. Nortel Networks decisions to sell its shares could negatively affect our share price.



Provisions of our charter and bylaws may delay or prevent transactions that are in your best interests.



Our charter and bylaws contain provisions, including a staggered board of
directors that may make it more difficult for a third party to acquire us, or may discourage bids to do so. We think these measures enable us to review offers for our shares of Common stock to determine if they are in the best interests of our
stockholders. These provisions could limit the price that investors might be willing to pay for shares of our Common stock and could make it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of
our outstanding voting stock. Our Board of Directors also has the authority to issue up to 5,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares
without any further vote or action by the stockholders. The rights of the holders of Common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance
of preferred stock could make it more difficult for a third party to acquire, or may discourage a third party from acquiring, a majority of our outstanding voting stock.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Risk Associated with Interest Rates



Our investment policy states that we will invest our cash reserves, including cash, cash equivalents and marketable investments, in investments that are designed to preserve principal, maintain
liquidity and maximize return. We actively manage our investments in accordance with these objectives. Some of these investments are subject to interest rate risk, whereby a change in market interest rates will cause the principal amount of the
underlying investment to fluctuate. Therefore, depreciation in principal value of an investment is possible in situations where the investment is made at a fixed interest rate and the market interest rate then subsequently increases. We try to
manage this risk by maintaining our cash, cash equivalents and marketable investments with high quality financial institutions and investment managers. As a result, we believe that our exposure to market risk related to interest rates is minimal.



The following table presents the cash, cash
equivalents and marketable investments that we held at March 31, 2003, that would have been subject to interest rate risk, and the related ranges of maturities as of those dates:



|                                                                  |  | MATURITY       
|----------------------------------------------------------------- |  | ---------------
|                                                                  |  | (in thousands) 
|                                                                  |  | Within 3 Months
|Investments classified as cash and cash equivalents               |  | $              
|Investments classified as held to maturity marketable investments |  |                
|                                                                  |  |                
|Total amortized cost                                              |  | $              
|                                                                  |  |                
|Fair value                                                        |  | $              
|                                                                  |  |                



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Risk Associated with
Exchange Rates



We are subject to foreign
exchange risk as a result of exposures to changes in currency exchange rates, specifically between the United States and Canada, the United Kingdom, and the European Union. However, this exposure is not considered to be material due to the fact that
the United Kingdom and European operations are not significant, and the Canadian operations are naturally hedged against exchange rate fluctuations since both revenues and expenses are denominated in Canadian dollars. Therefore, an unfavorable
change in the exchange rate for the Canadian subsidiary would result in lower revenues when translated into U.S. dollars, but the expenses would be lowered in a corresponding fashion.



As a result, we do not engage in formal hedging activities, but we do periodically review the potential
impact of this risk to ensure that the risk of significant potential losses remains minimal.



Risk Associated with Equity Investments



We have invested in several privately held companies, most of which are technology companies in the start-up or development stage, or are companies with technologies and products that are targeted at
geographically distant markets. If the demand for the technologies and products offered by these privately held companies materializes slowly, to a minimum extent, or not at all in the relevant markets, we could lose all or substantially all of our
investments in these companies. To date, we have recorded losses of $12.0 million from impairments and a realized gain of $1.6 million from dispositions in connection with these investments.



On April 12, 2002, we increased our investment in the voting
capital of Entrust Japan from an ownership share of less than 10% to approximately 39% by converting a previous cash advance of $524,000, and by exchanging cash of approximately $957,000, Entrust software product valued at approximately $0.4 million
and distribution rights for certain Entrust products for the Japanese market, for additional shares in Entrust Japan. Our increased investment followed additional investments made by Toyota and SECOM in the fourth quarter of 2001. We believe that
because of our additional investment, beginning in the second quarter of 2002, we have the potential ability to exercise significant influence over the operations of Entrust Japan. Therefore, in the second quarter of 2002, we began accounting for
this investment in Entrust Japan under the equity method, in accordance with the provisions of APB No. 18, The Equity Method of Accounting for Investments in Common Stock and ARB No. 51, Consolidated Financial Statements.
Accordingly, on the step-by-step acquisition method, in the second quarter of 2002, we recorded a retroactive adjustment to consolidated accumulated deficit to record our share of the post-acquisition losses of Entrust Japan of prior years of
$393,000, as required by this accounting guidance. This retroactive adjustment is attributable to our pro rata share of losses recorded by Entrust Japan during the period in which we owned less than 10% of their voting stock, to the extent of our
previous investment. In addition, we recorded our share of post-acquisition losses of Entrust Japan, in the amount of $105,000 for the three months ended March 31, 2003, resulting in cumulative losses recorded to date of $707,000. These losses are
attributable to our pro rata share of Entrust Japans losses in 2002 and the first quarter of 2003, while we had an equity ownership of approximately 39% of its voting stock. During 2002 and the first quarter of 2003, Entrust Japan exceeded the
performance targets established at the date of increased investment. However, due to Entrust Japans history of operating losses, it is possible that all or substantially all of the remaining $1.2 million equity investment in Entrust Japan at
March 31, 2003 may be expensed through our operating earnings in future quarters as a result of our recognition of our equity share of losses in Entrust Japan. As of March 31, 2003, we believe that there had not been an impairment of our investment
in Entrust Japan. However, there are risks associated with joint venture investments, including: failure to agree on budgets, market plans, staffing decisions and changes in strategic direction by one of the partners. If any one of these were to
occur, the value of our investment could be adversely affected.



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ITEM 4. CONTROLS AND PROCEDURES



Evaluation of disclosure controls and procedures



Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of a date within 90 days of the filing date of this Quarterly
Report on Form 10-Q, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commissions rules and forms and are operating in an effective manner.



Changes in internal controls



There were no significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation.



PART II. OTHER INFORMATION



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



List of Exhibits



The
exhibits listed on the Exhibit Index immediately preceding such exhibits are filed as part of this Quarterly Report on Form 10-Q.



Reports on Form 8-K:



On March 25, 2003, we filed with the Securities and Exchange Commission a Current Report on Form 8-K dated March 18, 2003 to report under
Item 4 (Changes in Registrants Certifying Accountant) that the Audit Committee of our Board of Directors voted to dismiss Deloitte & Touche LLP as our independent certified public accountant. The decision to change accountants was approved
by the Audit Committee of our Board of Directors in connection with the Committees solicitation of bids for our audit engagement. We also reported that the Audit Committee had engaged the accounting firm of Ernst & Young LLP on March 25,
2003 as the principal accountant to audit our consolidated financial statements for the year ending December 31, 2003.



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SIGNATURES



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



ENTRUST, INC.

(Registrant)



Dated: May 6, 2003



|
|
|
|
|



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CERTIFICATIONS



I, F. William Conner,
certify that:



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



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



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



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



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



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



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



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



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



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



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



|Dated: May 6, 2003 |  | /s/ F. William Conner   |  |  |  |  |  | 
|------------------ |  | ----------------------- |  |  |  |  |  | 
|                   |  | F. William Conner       |  |  |  |  |  | 
|                   |  | Chief Executive Officer |  |  |  |  |  | 



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I, David J. Wagner, certify that:



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



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



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



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



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



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



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



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



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



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



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



|Dated: May 6, 2003 |  | /s/ David J. Wagner     |  |  |  |  |  | 
|------------------ |  | ----------------------- |  |  |  |  |  | 
|                   |  | David J. Wagner         |  |  |  |  |  | 
|                   |  | Chief Financial Officer |  |  |  |  |  | 



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EXHIBIT
INDEX



|Exhibit Number |  | Description                                                                                                                                     
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|99.1           |  | Chief Executive Officer  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|              
|99.2           |  | Chief Financial Officer  Certification 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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