SAN DIEGO, April 25, 2013 /PRNewswire/ -- Websense, Inc. (NASDAQ: WBSN) today announced financial results for the first quarter of 2013.

"Our first quarter results reflect the continued strength of our Websense(®) TRITON(®) solutions, which increased 11.6 percent year-over-year and represented 67 percent of total billings in the quarter," said John McCormack, Websense CEO. "We are particularly pleased with the 19 percent increase in transactions greater than $100k. This demonstrates the strength of our core business and the appeal of TRITON to our larger enterprise target customers. Our recent sales expansion is already showing benefits with an increased sales pipeline for the second quarter and the rest of the year. We remain confident in our ability to execute successfully on the growing market opportunity for advanced security solutions, and to deliver sustained and profitable billings growth."

First Quarter 2013 GAAP Financial Highlights


    --  Revenues of $87.5 million, compared with $89.5 million in the first
        quarter of 2012.
    --  Software and service revenues of $80.1 million, compared with $82.0
        million in the first quarter of 2012.
    --  Appliance revenues of $7.4 million, which consisted of approximately
        $6.5 million in current-period appliance sales and approximately $0.9
        million of deferred appliance revenue primarily from pre-2011 appliance
        sales, compared with $7.5 million of appliance revenues in the first
        quarter of 2012, which consisted of approximately $5.8 million in
        current-period appliance sales and $1.7 million of deferred appliance
        revenue primarily from pre-2011 appliance sales.
    --  Operating income of $3.5 million, compared with $10.7 million in the
        first quarter of 2012, as we incurred increased operating expenses
        primarily related to our sales force expansion, which was substantially
        completed in the quarter.
    --  Benefit from income taxes of $0.3 million, compared with a provision for
        income taxes of $11.7 million in the first quarter of 2012.
    --  Net income of $2.8 million, or eight cents per diluted share, compared
        with a net loss of $1.8 million, or five cents per diluted share, in the
        first quarter of 2012.
    --  Weighted average diluted shares outstanding of 36.8 million, compared
        with 37.6 million in the first quarter of 2012.
    --  Cash flow from operations of $29.2 million, compared with $22.4 million
        in the first quarter of 2012.
    --  Quarter-end accounts receivable of $57.9 million, compared with $61.9
        million at the end of the first quarter of 2012.
    --  Days billings outstanding of 64 days, compared with 69 days at the end
        of the first quarter of 2012.
    --  Deferred revenue of $395.4 million, compared with deferred revenue of
        $384.1 million at the end of the first quarter of 2012.

First Quarter 2013 Non-GAAP(1) Financial Highlights


    --  Total billings of $81.8 million, an increase of 1.5 percent compared
        with the first quarter of 2012. Changes in currency exchange rates,
        compared with exchange rates prevailing in the first quarter of 2012,
        did not materially impact first quarter 2013 billings performance.
    --  TRITON solution billings of $54.7 million, an increase of 11.6 percent
        compared with the first quarter of 2012.
    --  Non-GAAP operating income of $10.0 million, compared with non-GAAP
        operating income of $17.8 million in the first quarter of 2012. Non-GAAP
        operating margin in the first quarter of 2013, calculated as a
        percentage of revenues, was 11.4 percent, compared with 19.9 percent in
        the first quarter of 2012. We incurred increased operating expenses in
        the first quarter of 2013 primarily related to our sales force expansion
        which was substantially completed in the quarter.
    --  Billings-based operating margin of 5.6 percent, compared with
        billings-based operating margin of 11.9 percent in the first quarter of
        2012. Billings-based operating margin is calculated similar to
        revenue-based non-GAAP operating margin, but is computed using billings
        as the top-line measure and excludes deferred appliance costs to match
        current period sales activities with current period costs.
    --  A non-GAAP tax provision of $1.7 million, compared with a non-GAAP tax
        provision of $3.2 million in the first quarter of 2012, both based on an
        effective non-GAAP tax rate of 19.0 percent.
    --  Non-GAAP net income of $7.3 million, or 20 cents per diluted share,
        compared with $13.7 million, or 36 cents per diluted share, in the first
        quarter of 2012, as we incurred increased operating expenses primarily
        related to our sales force expansion, which was substantially completed
        in the quarter.

Summary Metrics



    Millions, except
     percentages, number of
     transactions, duration,
     and days billings
     outstanding                         Q1'12             Y/Y Chg

                             Q1'13
    ---                      -----

    Total billings                 $81.8       $80.6                 1.5%
    --------------                 -----       -----                 ---

    U.S. billings                  $39.0       $37.5                 4.0%
    -------------                  -----       -----                 ---

    International billings         $42.8       $43.1                -0.7%
    ----------------------         -----       -----                ----

    TRITON solution
     billings(2)                   $54.7       $49.0                11.6%
    ---------------                -----       -----                ----

    Appliance billings              $6.9        $6.0                15.0%
    ------------------              ----        ----                ----

    Number of transactions
     >$100K                          144         121                19.0%
    ----------------------           ---         ---                ----

    Average contract
     duration (months)              23.3        25.5                -8.6%
    ------------------              ----        ----                ----

    Days billings
     outstanding (DSOs)               64          69 -5 days
    -------------------              ---         --- -------

    Cash and cash
     equivalents                   $83.7       $70.3                19.1%
    -------------                  -----       -----                ----

    Balance on revolving
     credit facility               $68.0       $68.0                   -
    --------------------           -----       -----                 ---

    Share repurchases ($)           $5.0       $20.0               -75.0%
    --------------------            ----       -----               -----



    1.            A detailed description of the company's
                  non-GAAP financial measures appears
                  under "Non-GAAP Financial Measures"
                  and a full reconciliation of GAAP to
                  non-GAAP results is included at the
                  end of this news release in the tables
                  "Reconciliation of GAAP to Non-GAAP
                  Financial Measures."

    2.            TRITON solutions include the TRITON
                  family of security gateways for web,
                  email, mobile, and data security
                  (including related appliances and
                  technical support subscriptions),
                  Websense Data Security Suite and
                  cloud-based security solutions. Non-
                  TRITON solutions include web filtering
                  products, including Websense Web
                  Filtering, Websense Web Security Suite
                  and related appliances, plus
                  SurfControl email security products.

Outlook for the Second Quarter and Fiscal Year 2013

Websense provides guidance on anticipated financial performance for the second quarter and the year based on an assessment of the current business environment, historical seasonal business trends, and prevailing exchange rates between the U.S. dollar and other major currencies. Annual guidance is updated each quarter with the release of quarterly results. In providing guidance, the company emphasizes that all forward-looking statements are based on current expectations, including average contract duration between 24 and 26 months and prevailing currency exchange rates of $1.28 for the Euro and $1.52 for the Pound Sterling. The company disclaims any obligation to update the statements as circumstances change.



    Millions, except
     percentages and
     per share
     amounts          Q2'13 Outlook               2013 Outlook
    ----------------  -------------               ------------

    Total billings                $86.5 - 91.5                 $374 - 394
    --------------                ------------                 ----------

    Appliance
     billings (% of
     total billings)                    7 - 8%                    7 - 8%
    ----------------                     -----                      -----

    Revenues                          $86 - 89                 $351 - 361
    --------                          --------                 ----------

    Non-GAAP gross
     profit margin           Approximately 83%         Approximately 83%
    --------------            ----------------           ----------------

    Non-GAAP
     operating
     margin                            9 - 12%                  11 - 13%
    ----------                          ------                    -------

    Billings-based
     non-GAAP
     operating
     margin                            9 - 14%                  17 - 20%
    --------------                      ------                    -------

    Non-GAAP
     earnings per
     diluted share                $0.17 - 0.21               $0.78 - 0.93
    --------------                ------------               ------------

    Non-GAAP
     effective tax
     rate                                   19%                        19%
    --------------                         ---                        ---

    Average diluted
     shares
     outstanding     Approximately 37           Approximately 37
    ---------------  ----------------           ----------------

    Cash flow from
     operations                        $9 - 11                   $66 - 76
    --------------                     -------                   --------

    Capital
     expenditures    Approximately $4                            $15 - 17
    -------------    ----------------                            --------

Management further indicates:


    --  Expected stock repurchases of approximately $5.0 million per quarter in
        2013.
    --  Non-cash items related to the recognition of revenue and costs
        associated with pre-2011 appliance billings:
        --  Remaining deferred revenue of $1.9 million from pre-2011 appliance
            billings (as of March 31, 2013) that will continue to be recognized
            ratably according to the original subscription periods, including
            $0.6 million to be recognized in the second quarter of 2013
            (compared with $1.6 million in the second quarter of 2012).
        --  Remaining deferred costs of $1.0 million from pre-2011 appliance
            billings (as of March 31, 2013) that will continue to be recognized
            ratably according to the original subscription periods, including
            $0.3 million to be recognized in the second quarter of 2013
            (compared with $0.7 million in the second quarter of 2012).
        --  On January 1, 2011, Websense adopted Accounting Standards Update
            (ASU) 2009-13 (Multiple Deliverable Revenue Arrangements) and ASU
            2009-14 (Certain Revenue Arrangements That Include Software
            Elements), which requires the immediate recognition of appliance
            revenues upon sale. Prior to January 1, 2011, the company recognized
            revenue and costs from appliance sales ratably according to the
            original related software subscription terms. The schedules below
            summarize the actual and expected recognition of remaining deferred
            appliance revenues and costs by quarter for 2012 and 2013:

                                                                                        
                2012 Summary of Amounts Related to pre-2011 Appliance Sales
                -----------------------------------------------------------
                                                                                                                       
    Millions                         Deferred balances        2012 Recognition Schedule (actual)  Remaining deferred balances
                                                                                                                       
                                              as of 12/31/11                                           as of 12/31/12
                                                                                                                       
                                         (actual)                                                   (actual)
    ---                                   -------                                                   -------
                                                                                                                         
              Q1'12                 Q2'12              Q3'12           Q4'12                              2012
              -----                 -----              -----           -----                              ----
                                                                                                                   
    Revenue                         $8.6     $1.7     $1.6     $1.4     $1.2    $5.9                         $2.7
    -------                         ----     ----     ----     ----     ----    ----                         ----
                                                                                                                   
    Costs                           $4.0     $0.8     $0.7     $0.6     $0.5    $2.6                         $1.4
    -----                           ----     ----     ----     ----     ----    ----                         ----

                                                                                                          
    2013 Summary of Amounts Related to pre-2011 Appliance Sales
    -----------------------------------------------------------
                                                                                                                                         
    Millions                     Deferred balances                  2013 Recognition Schedule               Remaining deferred balances
                                                                                                                                         
                                      as of 12/31/12                                                         as of 12/31/13 (expected)
                                                                                                                                         
                                     (actual)
    ---                               -------
                                                                                                                                           
              Q1'13            Q2'13 (expected)             Q3'13                    Q4'13                                  2013
                                                                                                                                  
            (actual)                                     (expected)               (expected)                 (expected)
             -------                                      ---------                ---------                  ---------
                                                                                                                                     
    Revenue                         $2.7      $0.8         $0.6         $0.5         $0.3         $2.2                         $0.5
    -------                         ----      ----         ----         ----         ----         ----                         ----
                                                                                                                                     
    Costs                           $1.4      $0.4         $0.3         $0.2         $0.1         $1.0                         $0.4
    -----                           ----      ----         ----         ----         ----         ----                         ----

Conference Call Details

Management will host a conference call and simultaneous webcast to discuss the financial results and outlook today, April 25, at 2 p.m. PDT / 5 p.m. EDT. To participate in the conference call, investors should dial (866) 757-5630 (domestic) or 707-287-9356 (international) 10 minutes prior to the scheduled start of the call. A simultaneous audio-only webcast of the call may be accessed on the internet at investor.websense.com. An archive of the webcast will be available on the company's website through June 30, 2013, and a recorded replay of the call will be available for one week at 855-859-2056 or 404-537-3406, pass code 22448863.

Non-GAAP Financial Measures

This news release provides financial measures for non-GAAP gross profit, operating expenses, operating margin, income from operations, provision for income taxes, net income, and diluted earnings per share that are not calculated in accordance with GAAP. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding performance that enhances management's and investors' ability to evaluate the company's operating results, trends, and prospects and to compare current operating results with historical operating results. Reconciliations of the GAAP and non-GAAP financial measures for the first quarters of both years are provided at the end of this news release.

This news release also includes financial measures for various categories of billings, billings operating margin and other billings-related measures that are numerical measures that cannot be calculated in accordance with GAAP. Billings-based non-GAAP operating margin is calculated similar to revenue-based non-GAAP operating margin, but uses billings as the top-line measure and excludes deferred appliance costs to match current period sales activities with current period costs. Websense provides these measurements in reporting financial performance because these measurements provide a consistent basis for understanding the company's sales activities in the current period. The company believes that these measurements are useful to investors because the GAAP measurements of revenues and deferred revenue in the current period include subscription contracts commenced in prior periods. The rollforward of deferred revenue (which includes billings and revenues) for the first quarter of 2013 is set forth at the end of this news release.

About Websense, Inc.

Websense, Inc. (NASDAQ: WBSN) is a global leader in protecting organizations from the latest cyber attacks and data theft. Websense TRITON comprehensive security solutions unify web security, email security, mobile security and data loss prevention (DLP) at the lowest total cost of ownership. Tens of thousands of enterprises rely on Websense TRITON security intelligence to stop advanced persistent threats, targeted attacks and evolving malware. Websense prevents data breaches, intellectual property theft and enforces security compliance and best practices. A global network of channel partners distributes scalable, unified appliance- and cloud-based Websense TRITON solutions.

Websense TRITON stops more threats, visit www.websense.com/proveit to see proof. To access the latest Websense security insights and connect through social media, please visit social.websense.com. For more information, visit www.websense.com and www.websense.com/triton.

Follow Websense on Twitter: www.twitter.com/websense

Join the discussion on Facebook: www.facebook.com/websense

This news release contains forward-looking statements that involve risks, uncertainties, assumptions, and other factors which, if they do not materialize or prove correct, could cause Websense's results to differ materially from historical results or those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including financial estimates; the statements of John McCormack; statements about our expected success of our strategic initiatives and selling products; statements regarding market share gains and trends; statements about the effectiveness of our products; statements about customer acceptance of our products and services; billings, revenues, and growth trends; statements regarding expected repurchases of our common stock; and statements containing the words "planned," "expects," "believes," "strategy," "opportunity," "anticipates," and similar words. The potential risks and uncertainties that contribute to the uncertain nature of these statements include, among others, risks associated with product performance, launching new product offerings, products and fee structures in a changing market, the success of Websense's brand development efforts, the volatile and competitive nature of the internet and security industries, changes in domestic and international market conditions, fluctuations in currency exchange rates and impacts of macro-economic conditions on our customers, ongoing compliance with the covenants in the company's credit facility, changes in accounting interpretations, and the other risks and uncertainties described in Websense's public filings with the Securities and Exchange Commission, available at www.websense.com/investors. Websense assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

The following financial information should be read in conjunction with the audited financial statements and notes thereto, included in Websense, Inc.'s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.




    INVESTOR CONTACT:      MEDIA CONTACT:

    Avelina Kauffman       Patricia Hogan

    Websense, Inc.         Websense, Inc.

    (858) 320-9364         (858) 320-9393

    akauffman@websense.com phogan@websense.com


                         Websense, Inc.

              Consolidated Statements of Operations

     (Unaudited and in thousands, except per share amounts)


                                         Three Months Ended
                                              March 31,
                                        -------------------

                                             2013                2012
                                             ----                ----

    Revenues:

        Software and service              $80,146             $82,008

        Appliance                           7,349               7,516
                                            -----               -----

           Total revenues                  87,495              89,524

    Cost of revenues:

        Software and service               11,433              10,975

        Appliance                           2,939               3,187
                                            -----               -----

           Total cost of revenues          14,372              14,162
                                           ------              ------

    Gross profit                           73,123              75,362

    Operating expenses:

        Selling and marketing              43,657              39,027

        Research and development           16,716              15,290

        General and administrative          9,263              10,318

           Total operating expenses        69,636              64,635
                                           ------              ------

    Income from operations                  3,487              10,727

    Interest expense                         (634)               (656)

    Other income (expense), net              (379)               (252)
                                             ----                ----

    Income before income taxes              2,474               9,819

    Provision (benefit) for income
     taxes                                   (298)             11,652
                                             ----              ------

    Net income (loss)                      $2,772             $(1,833)
                                           ======             =======


    Basic net income (loss) per share       $0.08              $(0.05)
                                            =====              ======

    Diluted net income (loss) per
     share                                  $0.08              $(0.05)
                                            =====              ======

    Weighted average shares - basic        36,461              37,630
                                           ======              ======

    Weighted average shares - diluted      36,823              37,630
                                           ======              ======


    Financial Data:

    Total deferred revenue               $395,353            $384,076
                                         ========            ========



                                               Websense, Inc.

                                         Consolidated Balance Sheets

                                               (In thousands)


                                                March 31, 2013           December 31, 2012
                                                --------------           -----------------

    Assets                                        (Unaudited)

    Current assets:

        Cash and cash equivalents                               $83,687                  $64,584

        Accounts receivable, net                                 57,925                   89,071

        Income tax receivable/
         prepaid income tax                                       3,900                    3,989

        Current portion of deferred
         income taxes                                            27,914                   28,933

        Other current assets                                     14,748                   13,249
                                                                 ------                   ------

           Total current assets                                 188,174                  199,826

    Cash and cash equivalents -
     restricted                                                     674                      662

    Property and equipment, net                                  20,405                   18,901

    Intangible assets, net                                       16,510                   17,940

    Goodwill                                                    372,445                  372,445

    Deferred income taxes, less
     current portion                                              8,154                    7,335

    Deposits and other assets                                     6,459                    7,352

    Total assets                                               $612,821                 $624,461
                                                               ========                 ========


    Liabilities and stockholders' equity

    Current liabilities:

        Accounts payable                                         $4,157                   $7,941

        Accrued compensation and
         related benefits                                        23,370                   24,981

        Other accrued expenses                                   11,779                   12,413

        Current portion of income
         taxes payable                                            3,577                      694

        Current portion of deferred
         tax liability                                               42                       42

        Current portion of deferred
         revenue                                                241,960                  243,945
                                                                -------                  -------

           Total current liabilities                            284,885                  290,016

    Other long term liabilities                                   2,987                    2,044

    Income taxes payable, less
     current portion                                              9,644                   10,514

    Secured loan                                                 68,000                   68,000

    Deferred tax liability, less
     current portion                                              2,021                    2,026

    Deferred revenue, less
     current portion                                            153,393                  157,112
                                                                -------                  -------

        Total liabilities                                       520,930                  529,712

    Stockholders' equity:

      Common stock                                                  584                      580

      Additional paid-in capital                                444,101                  443,100

      Treasury stock, at cost                                  (443,145)                (436,426)

      Retained earnings                                          93,368                   90,596

      Accumulated other
       comprehensive loss                                        (3,017)                  (3,101)

        Total stockholders' equity                               91,891                   94,749

    Total liabilities and
     stockholders' equity                                      $612,821                 $624,461
                                                               ========                 ========



                                   Websense, Inc.

                        Consolidated Statements of Cash Flows

                            (Unaudited and in thousands)


                                                                  Three Months Ended
                                                                       March 31,
                                                                 -------------------

                                                                     2013                2012
                                                                     ----                ----

    Operating activities:

    Net income (loss)                                              $2,772             $(1,833)

    Adjustments to reconcile net income (loss) to net cash
     provided by operating   activities:

    Depreciation and amortization                                   4,655               4,906

    Share-based compensation                                        5,133               5,014

    Unrealized loss on foreign exchange                               628                 144

    Excess tax benefit from share-based
     compensation                                                     (49)               (130)

    Changes in operating assets and liabilities:

    Accounts receivable                                            30,507              18,968

    Other assets                                                     (481)                321

    Accounts payable                                               (5,502)             (3,206)

    Accrued compensation and related
     benefits                                                      (1,491)               (680)

    Other liabilities                                                 929                (483)

    Deferred revenue                                               (5,710)             (8,962)

    Income taxes payable and receivable/
     prepaid                                                       (2,192)              8,297

    Net cash provided by operating
     activities                                                    29,199              22,356
                                                                   ------              ------


    Investing activities:

    Change in restricted cash and cash
     equivalents                                                       (1)                (17)

    Purchase of property and equipment                             (2,851)             (2,784)

    Net cash used in investing activities                          (2,852)             (2,801)
                                                                   ------              ------


    Financing activities:

    Principal payments on secured loan                                  -              (5,000)

    Principal payments on capital lease
     obligation                                                         -                (587)

    Proceeds from exercise of stock options                            88               1,383

    Excess tax benefit from share-based
     compensation                                                      49                 130

    Tax payments related to restricted stock
     unit issuances                                                (1,715)             (1,475)

    Purchase of treasury stock                                     (5,099)            (20,490)

    Net cash used in financing activities                          (6,677)            (26,039)
                                                                   ------             -------


    Effect of exchange rate changes on cash
     and cash equivalents                                            (567)                629

    Increase (decrease) in cash and cash
     equivalents                                                   19,103              (5,855)

    Cash and cash equivalents at beginning
     of period                                                     64,584              76,201

    Cash and cash equivalents at end of
     period                                                       $83,687             $70,346
                                                                  =======             =======


    Cash paid during the period for:

        Income taxes including interest and
         penalties, net of refunds                                 $1,146              $2,997

        Interest                                                     $543                $607


    Non-cash financing activities:

        Change in operating assets and liabilities for unsettled
         purchase of treasury

             stock and exercise of stock options                     $(99)               $313

        Capital lease obligation incurred for a
         software license arrangement                              $1,747           $       -



                              Websense, Inc.

                     Rollforward of Deferred Revenue

                       (Unaudited and in thousands)



    Deferred revenue balance at December
     31, 2012                                              $401,057

    Net billings during first quarter
     2013                                                    81,786

    Less revenue recognized during first
     quarter 2013                                           (87,495)

    Translation adjustment                                        5

    Deferred revenue balance at March 31,
     2013                                                  $395,353
                                                           ========



                         Websense, Inc.

     Reconciliation of GAAP to Non-GAAP Financial Measures

    (Unaudited and in thousands, except per share amounts)


                                              Three Months Ended
                                                   March 31,
                                             -------------------

                                                 2013               2012
                                                 ----               ----


    GAAP gross profit                         $73,123            $75,362

       Amortization of acquired
        technology (1)                             10                539

       Share-based compensation (2)               258                338
                                                  ---                ---

         Gross profit adjustment                  268                877

    Non-GAAP gross profit                     $73,391            $76,239
                                              =======            =======


    GAAP operating expenses                   $69,636            $64,635

       Amortization of other intangible
        assets (1)                             (1,353)            (1,512)

       Share-based compensation (2)            (4,875)            (4,675)
                                               ------             ------

         Operating expense adjustment          (6,228)            (6,187)

    Non-GAAP operating expenses               $63,408            $58,448
                                              =======            =======


    GAAP income from operations                $3,487            $10,727

         Gross profit adjustment                  268                877

         Operating expense adjustment           6,228              6,187

    Non-GAAP income from operations            $9,983            $17,791
                                               ======            =======


    GAAP provision (benefit) for
     income taxes                               $(298)           $11,652

            Provision (benefit) for income
             taxes adjustment (3)               2,014             (8,433)
                                                -----             ------

    Non-GAAP provision for income
     taxes                                     $1,716             $3,219
                                               ======             ======


    GAAP net income (loss)                     $2,772            $(1,833)

         Gross profit adjustment                  268                877

         Operating expense adjustment           6,228              6,187

         Amortization of deferred financing
          fees (4)                                 59                 59

         Provision (benefit) for income tax
          adjustment                           (2,014)             8,433

    Non-GAAP net income                        $7,313            $13,723
                                               ======            =======


    GAAP net income (loss) per diluted
     share                                      $0.08             $(0.05)

    Non-GAAP adjustments as described
     above per share, net of tax (1-
     4)                                          0.12               0.41

    Non-GAAP net income per diluted
     share                                      $0.20              $0.36
                                                =====              =====




    (1)            Amortization of acquired technology and
                   other intangible assets. When conducting
                   internal development of intangible assets
                   (including developed technology, customer
                   relationships, trademarks, etc.), GAAP
                   accounting rules require that we expense
                   the costs as incurred. In the case of
                   acquired businesses, however, we are
                   required to allocate a portion of the
                   purchase price to the accounting value
                   assigned to intangible assets acquired
                   and amortize this amount over the
                   estimated useful lives of the acquired
                   intangibles. The acquired company, in
                   most cases, has itself previously
                   expensed the costs incurred to develop
                   the acquired intangible assets, and the
                   purchase price allocated to these assets
                   is not necessarily reflective of the cost
                   we would incur in developing the
                   intangible asset. We eliminate these
                   amortization charges from our non-GAAP
                   operating results to provide better
                   comparability of pre- and post-
                   acquisition operating results and
                   comparability to results of businesses
                   utilizing internally developed intangible
                   assets.


    (2)            Share-based compensation. Consists of
                   non-cash expenses for employee stock
                   options, restricted stock units and our
                   employee stock purchase plan determined
                   in accordance with the fair value method
                   of accounting for share-based
                   compensation. When evaluating the
                   performance of our business and
                   developing short and long-term plans, we
                   do not consider share-based compensation
                   charges. Although share-based
                   compensation is necessary to attract and
                   retain quality employees, our
                   consideration of share-based
                   compensation places its primary emphasis
                   on overall shareholder dilution rather
                   than the accounting charges associated
                   with such grants. Because of varying
                   available valuation methodologies,
                   subjective assumptions and the variety of
                   award types, we believe that the
                   exclusion of share-based compensation
                   allows for more accurate comparison of
                   our financial results to previous
                   periods. In addition, we believe it is
                   useful to investors to understand the
                   specific impact of the application of the
                   fair value method of accounting for
                   share-based compensation on our
                   operating results.


    (3)            Non-GAAP effective tax rate. The
                   company's annual non-GAAP effective tax
                   rate is calculated by dividing the
                   company's estimated annual non-GAAP tax
                   expense by its estimated annual non-GAAP
                   taxable income. The company's estimated
                   non-GAAP taxable income is determined by
                   adjusting its estimated GAAP taxable
                   income for its non-GAAP adjustments on a
                   country-by-country basis. The company
                   determines its annual estimated non-GAAP
                   tax expense by adding together the
                   estimated non-GAAP tax expense for each
                   country based on each country's
                   applicable tax rate.  The company
                   determines its interim non-GAAP
                   effective tax expense in accordance with
                   the general principles of ASC 740,
                   Accounting for Income Taxes. The
                   company's non-GAAP effective tax rate is
                   based on the company's anticipated long
                   term annual non-GAAP tax expense divided
                   by the company's long term annual non-
                   GAAP taxable income on a country by
                   country basis.


    (4)            Amortization of deferred financing fees.
                   This is a non-cash charge that is
                   disregarded by the company's management
                   when evaluating our ongoing performance
                   and/or predicting our earnings trends,
                   and is excluded by us when presenting our
                   non-GAAP financial measures. Further, we
                   believe it is useful to investors to
                   understand the specific impact of this
                   charge on our operating results.


                                                           Websense, Inc.

                                          Non-GAAP Billings Operating Margin Reconciliation

                                          (Unaudited and in thousands, except percentages)



                                                                                    Three Months Ended March 31,
                                                                                    ----------------------------

                                                                                       2013                          2012
                                                                                       ----                          ----

    Billings:

                                 Software and service                   $74,935                  91.6%            $74,615        92.6%

                                 Appliance                                6,851                   8.4%              5,952         7.4%
                                                                          -----

                                   Total billings                        81,786                 100.0%             80,567       100.0%


    Non-GAAP cost of billings:

                                 Software and service                    11,165                  14.9%             10,098        13.5%

                                 Appliance (1)                            2,594                  37.9%              2,429        40.8%
                                                                          -----

                                   Total non-GAAP cost of billings       13,759                  16.8%             12,527        15.5%


    Non-GAAP gross margin:

                                 Software and service                    63,770                  85.1%             64,517        86.5%

                                 Appliance                                4,257                  62.1%              3,523        59.2%
                                                                          -----

                                   Total non-GAAP gross margin           68,027                  83.2%             68,040        84.5%


    Non-GAAP operating expenses:

                                 Selling and marketing                   40,482                  49.5%             35,734        44.4%

                                 Research and development                15,502                  19.0%             14,019        17.4%

                                 General and administrative               7,424                   9.1%              8,695        10.8%
                                                                          -----

                                   Total non-GAAP operating expenses     63,408                  77.6%             58,448        72.6%


    Non-GAAP billings operating
     margin                                                   $4,619                    5.6%               $9,592         11.9%
                                                              ======                                       ======



    (1) Excluding deferred
     appliance expenses
     associated with pre-2011
     appliance sales.

The non-GAAP financial measures included in the tables above and in the tables on the preceding page are non-GAAP gross profit, non-GAAP operating expenses, non-GAAP income from operations, non-GAAP provision for income taxes, non-GAAP net income and non-GAAP net income per diluted share, billings, non-GAAP cost of billings, non-GAAP gross margin and non-GAAP billings operating margin which adjust for the following items: acquisition related adjustments, share-based compensation expense, amortization of intangible assets, deferred expenses and certain other items. We believe the presentation of these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding the company's operating performance for the reasons discussed below. Our management uses these non-GAAP financial measures in assessing the company's operating results, as well as when planning, forecasting and analyzing future periods. The annual operating plan approved by our Board of Directors is based upon non-GAAP financial measures and our management incentive plans also use non-GAAP financial measures as performance objectives. We believe that these non-GAAP financial measures also facilitate comparisons of the company's performance to prior periods and to our peers and that investors benefit from an understanding of these non-financial measures.

SOURCE Websense, Inc.