Ditech Networks (DITC) 10-Q 2010 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended October 31, 2009
	OR
o	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 000-26209

Ditech Networks, Inc.

(Exact name of registrant as specified in its charter)

Delaware	94-2935531
(State or other jurisdiction of incorporation or  organization)	(I.R.S. Employer Identification Number)

825 East Middlefield Road

Mountain View, California 94043

(650) 623-1300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.  YES  x   NO  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  o   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,”  “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  o	Smaller reporting company  x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  o  NO  x

As of November 30, 2009, 26,358,745 shares of the Registrant’s common stock were outstanding.

Ditech Networks, Inc.

FORM 10-Q for the Quarter Ended October 31, 2009

INDEX

		Page
Part I.	Financial Information
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations for the three and six months ended October 31, 2009 and October 31, 2008	3
	Condensed Consolidated Balance Sheets at October 31, 2009 and April 30, 2009	4
	Condensed Consolidated Statements of Cash Flows for the six months ended October 31, 2009 and October 31, 2008	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37
Item 4T	Controls and Procedures	37
Part II.	Other Information
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Submission of Matters to a Vote of Security Holders	39
Item 5.	Other Information	40
Item 6.	Exhibits	40
	Signature	41

2

PART I. FINANCIAL INFORMATION

ITEM I. Financial Statements

Ditech Networks, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three months endedOctober 31,						Six months endedOctober 31,
	2009			2008			2009			2008
Revenue
Product revenue	$	4,469		$	2,515		$	9,346		$	5,334
Service revenue	670			1,607			1,888			3,320
Total revenue	5,139			4,122			11,234			8,654
Cost of goods sold
Product revenue	2,769			1,936			5,228			4,036
Service revenue	152			193			315			463
Total cost of goods sold(1)	2,921			2,129			5,543			4,499
Gross profit	2,218			1,993			5,691			4,155
Operating expenses:
Sales and marketing (1)	2,355			3,061			4,579			6,626
Research and development (1)	2,839			3,422			5,647			6,849
General and administrative (1)	1,533			2,100			3,003			4,155
Amortization of purchased intangible assets	7			24			25			49
Total operating expenses	6,734			8,607			13,254			17,679
Loss from operations	(4,516		)	(6,614		)	(7,563		)	(13,524		)
Other income (expense), net	44			(253		)	(649		)	(329		)
Loss before provision for income taxes	(4,472		)	(6,867		)	(8,212		)	(13,853		)
Provision for income taxes	14			97			47			136
Net loss	$	(4,486	)	$	(6,964	)	$	(8,259	)	$	(13,989	)
Per share data:
Basic and diluted:
Net loss	$	(0.17	)	$	(0.27	)	$	(0.32	)	$	(0.54	)
Weighted shares used in per share calculation:
Basic and diluted	26,179			26,060			26,176			26,048

(1) Stock-based compensation expense was allocated by function as follows:

Cost of goods sold	$	46	$	57	$	88	$	152
Sales and marketing	107		245		237		387
Research and development	96		144		165		374
General and administrative	348		280		493		508

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

3

Ditech Networks, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except per share data)

(unaudited)

	October 31,2009			April 30,2009
Assets
Cash and cash equivalents	$	37,879		$	38,586
Accounts receivable, net of allowance for doubtful accounts of $250 at October 31, 2009 and $289 at April 30, 2009	1,883			4,487
Inventories	8,655			11,624
Other current assets	712			568
Total current assets	49,129			55,265
Long-term investments	100			4,448
Property and equipment, net	3,399			3,895
Distribution agreement intangibles, net	6,560			—
Purchased intangibles, net	17			42
Other assets	97			186
Total assets	$	59,302		$	63,836
Liabilities and Stockholders’ Equity
Accounts payable	$	1,209		$	1,817
Accrued expenses	2,888			3,484
Deferred revenue	1,166			731
Income taxes payable	76			83
Total current liabilities	5,339			6,115
Convertible note payable	3,197			—
Long term accrued expenses	220			285
Total liabilities	8,756			6,400
Commitments and contingencies (Note 9)
Common stock, $0.001 par value: 200,000 shares authorized and 26,318 and 26,257 shares issued and outstanding at October 31, 2009 and April 30, 2009, respectively	26			26
Additional paid-in capital	266,224			265,185
Accumulated deficit	(215,704		)	(207,446		)
Accumulated other comprehensive loss	—			(329		)
Total stockholders’ equity	50,546			57,436
Total liabilities and stockholders’ equity	$	59,302		$	63,836

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

4

Ditech Networks, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six months ended October 31,
	2009			2008
Cash flows from operating activities:
Net loss	$	(8,259	)	$	(13,989	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,231			1,205
Impairment loss on investments	977			1,367
Accretion of interest on long-term debt	22			—
Loss on disposal of property and equipment	—			14
Stock-based compensation expense	983			1,415
Amortization of purchased intangibles	25			49
Changes in assets and liabilities:
Accounts receivable	2,604			3,394
Inventories	2,972			(28		)
Other current assets	(144		)	(383		)
Income taxes	(7		)	(19		)
Accounts payable	(608		)	170
Accrued expenses and other	(660		)	(1,380		)
Deferred revenue	435			98
Net cash used in operating activities	(429		)	(8,087		)
Cash flows from investing activities:
Purchases of property and equipment	(604		)	(296		)
Sales and maturities of available for sale investments	3,700			15,406
Purchase of exclusive distribution rights	(3,500		)	—
Refund of lease deposit	73			—
Net cash (used in) provided by investing activities	(331		)	15,110
Cash flows from financing activities:
Proceeds from employee equity plan issuances	53			134
Net cash provided by financing activities	53			134
Net increase (decrease) in cash and cash equivalents	(707		)	7,157
Cash and cash equivalents, beginning of period	38,586			36,131
Cash and cash equivalents, end of period	$	37,879		$	43,288

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

5

DITECH NETWORKS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.DESCRIPTION OF BUSINESS

Ditech Networks, Inc. (the “Company”) designs, develops and markets telecommunications equipment and voice application services for use in wireline, wireless, satellite and IP telecommunications networks.  The Company’s products enhance and monitor voice quality and provide security in the delivery of voice services.  The Company has established a direct sales force that sells its products in the U.S. and internationally. In addition, the Company is expanding its use of value added resellers and distributors in an effort to broaden its sales channels, primarily in the Company’s international markets.  Beginning in the second quarter of fiscal 2010, the Company became the exclusive worldwide distributor of Simulscribe LLC’s voice to text transcription services to wireline and wireless carriers, as part of its strategy to provide mid-call service solutions.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The accompanying condensed consolidated financial statements as of October 31, 2009, and for the three and six month periods ended October 31, 2009 and 2008, together with the related notes, are unaudited but include all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary for the fair statement, in all material respects, of the financial position and the operating results and cash flows for the interim date and periods presented. The April 30, 2009 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Results for the interim period ended October 31, 2009 are not necessarily indicative of results for the entire fiscal year or future periods. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto for the year ended April 30, 2009, included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on July 2, 2009, file number 000-26209.

Computation of Loss per Share

Basic loss per share is calculated based on the weighted average number of shares of common stock outstanding during the three and six-month periods ended October 31, 2009 and 2008. Diluted loss per share for the three and six month periods ended October 31, 2009 and 2008 is calculated excluding the effects of all common stock equivalents, as their effect would be anti-dilutive.  For the three and six month periods ended October 31, 2009, common stock equivalents, primarily options, totaling approximately 5,730,000 shares and 5,675,000 shares, respectively, were excluded from the calculation of diluted earnings per share, as their impact would be anti-dilutive.  For the three and six-month periods ended October 31, 2008, common stock equivalents, primarily options, totaling approximately 6,558,000 shares and 6,678,000 shares, respectively, were excluded from the calculation of diluted loss per share, as their impact would be anti-dilutive.

A reconciliation of the numerator and denominator used in the calculation of the basic and diluted net loss per share follows (in thousands, except per share amounts):

	Three months ended						Six months ended
	October 31,						October 31,
	2009			2008			2009			2008
Net loss per share, basic and diluted:
Net loss	$	(4,486	)	$	(6,964	)	$	(8,259	)	$	(13,989	)
Basic:
Weighted average shares outstanding	26,209			26,129			26,208			26,133
Less restricted stock included in weighted shares outstanding subject to vesting	(30		)	(69		)	(32		)	(85		)
Shares used in calculation of basic loss per share amounts	26,179			26,060			26,176			26,048
Net loss per share	$	(0.17	)	$	(0.27	)	$	(0.32	)	$	(0.54	)
Diluted:
Shares used in calculation of basic per share amounts	26,179			26,060			26,176			26,048
Dilutive effect of stock plans	—			—			—			—
Shares used in calculation of diluted per share amounts	26,179			26,060			26,176			26,048
Net loss per share	$	(0.17	)	$	(0.27	)	$	(0.32	)	$	(0.54	)

6

Comprehensive Loss

For the three and six months ended October 31, 2009, comprehensive loss was $4.5 million and $7.9 million, respectively, and included the impact of unrealized gains and losses on available for sale investments. For the three and six months ended October 31, 2008, comprehensive loss was $7.0 million and $13.6 million, respectively, and included the impact of unrealized gains and losses on available for sale investments.

Accounting for Stock-Based Compensation

Stock-based compensation expense recognized during the period is based on the fair value of the actual awards vested or expected to vest. Stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations for the three and six months ended October 31, 2009 and 2008 included compensation expense for stock-based payment awards granted prior to, but not yet vested as of, April 30, 2006, the date of adoption of Stock-based compensation accounting, based on the grant date fair value estimated in accordance with the predecessor Stock-based compensation guidance, and compensation expense for the stock-based payment awards granted subsequent to April 30, 2006 based on the grant date fair value estimated in accordance with the provisions of current Stock-based compensation guidance. Effective May 1, 2006, the Company changed its accounting policy of attributing the fair value of stock-based compensation to expense from the accelerated multiple-option approach provided by the predecessor Stock-based compensation guidance, to the straight-line single-option approach.  Compensation expense for all stock-based payment awards expected to vest that were granted on or prior to April 30, 2006 will continue to be recognized using the accelerated attribution method. Compensation expense for all stock-based payment awards expected to vest that were granted or modified subsequent to April 30, 2006 is recognized on a straight-line basis. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

There was no tax benefit from the exercise of stock options related to deductions in excess of compensation cost recognized in the first half of each of fiscal 2010 and 2009. The Company reflects the tax savings resulting from tax deductions in excess of expense reflected in its financial statements as a financing cash flow.

Investments

Investment securities that have maturities of more than three months at the date of purchase but current maturities of less than one year, and auction rate securities which management typically has settled on 7, 28 or 35 day auction cycles, are considered short-term investments. Long-term investment securities include any investments with remaining maturities of one year or more and auction rate securities that have failed to settle since fiscal 2008, for which conditions leading to their failure at auction create uncertainty as to whether they will settle in the near-term. Short- and long-term investments consist of auction rates securities, which have underlying instruments that consist primarily of corporate notes and asset backed securities, and are rated AA or higher at the time of purchase. The Company’s investment securities are maintained at two major financial institutions, are classified as available-for-sale, and are recorded on the Condensed Consolidated Balance Sheets at fair value, with unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax. If the Company sells its investments prior to their maturity, it may record a realized gain or loss in the period the sale took place. In the first half of fiscal 2010 and 2009, the Company realized no gains or losses on its investments.

The Company evaluates its investments periodically for possible other-than-temporary impairment by reviewing factors such as the length of time and the extent to which the fair value has been below cost-basis, the financial condition of the issuer and the Company’s ability to hold the investment for a period of time, which may be sufficient for anticipated recovery of the market value. To the extent that the historical cost of the available for sale security exceeds the estimated fair market value, and the decline in value is deemed to be other-than-temporary, an impairment charge is recorded in the Condensed Consolidated Statement of Operations. During the three and six months ended October 31, 2009, the Company recognized impairment losses of $0.1 million and $1.0 million, respectively, and during the three and six months ended October 31, 2008, the Company recognized impairment losses of $0.8 million and $1.4 million, respectively. Since the issue with auction rate securities first arose in the middle of fiscal 2008, the Company has recorded an aggregate impairment loss of $9.9 million associated with a single investment in auction rate securities with a $10 million par value.

Impairment of Long-lived Assets

The Company evaluates the recoverability of its long-lived assets on an annual basis in the fourth quarter, or more frequently if indicators of potential impairment arise.  The Company evaluates the recoverability of its amortizable purchased intangible assets based on an estimate of undiscounted future cash flows resulting from the use of the related asset group and its eventual disposition. The asset group represents the lowest level for which cash flows are largely independent of cash flows of other assets and liabilities. Measurement of an impairment loss for long-lived assets that the Company expects to hold and use is based on the difference between the fair value and carrying value of the asset.  Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

7

Recent Accounting Pronouncements

Adopted in the Current Fiscal Year

In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (the “Codification” or “ASC”), the authoritative guidance for GAAP. The Codification is the single source of U.S. GAAP used by nongovernmental entities in the preparation of financial statements, except for rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws, which are sources of authoritative accounting guidance for SEC registrants. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing U.S. GAAP pronouncements into roughly 90 accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The Codification supersedes all existing non-SEC accounting and reporting standards and was effective for the Company beginning August 1, 2009 and the Company has incorporated the current Codification in this Form 10-Q. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates. The FASB will not consider Accounting Standards Updates as authoritative in their own right; these updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification.

Effective the first quarter of fiscal 2010, the Company adopted revised accounting guidance for the fair value measurement and disclosure of its nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of this accounting guidance did not have a material impact on the Company’s financial position or results of operations. See Note 3.

In December 2007 the FASB issued authoritative guidance on accounting for business combinations, which established principles and requirements for the acquirer of a business to recognize and measure in its financial statements the identifiable assets (including in-process research and development and defensive assets) acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company believes this guidance will have an impact on its consolidated financial statements, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions it consummates after the May 1, 2009 effective date.

Recent Accounting Guidance Not Yet Effective

In October 2009, the FASB issued authoritative guidance on revenue recognition that will become effective for the Company beginning May 1, 2011, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. The Company is currently assessing the potential effect, if any, on its financial statements.

In September 2009, an update was made to “Fair Value Measurements and Disclosures — Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent).” This update permits entities to measure the fair value of certain investments, including those with fair values that are not readily determinable, on the basis of the net asset value per share of the investment (or its equivalent) if such net asset value is calculated in a manner consistent with the measurement principles in “Financial Services-Investment Companies” as of the reporting entity’s measurement date (measurement of all or substantially all of the underlying investments of the investee in accordance with the “Fair Value Measurements and Disclosures” guidance). The update also requires enhanced disclosures about the nature and risks of investments within its scope that are measured at fair value on a recurring or nonrecurring basis. This update will be effective for the company beginning November 1, 2009. Management is currently evaluating the effect that adoption of this update will have, if any, on the Company’s consolidated financial position and results of operations when it becomes effective.

In August 2009, the FASB issued additional authoritative guidance for the fair value measurement of liabilities. The guidance is effective for the first reporting period (including interim periods) beginning after issuance. The Company will apply the guidance beginning November 1, 2009. The adoption of the guidance is not expected to have any significant impact on the Company’s condensed consolidated financial statements or related footnotes.

8

In June 2009, the FASB issued authoritative guidance on the consolidation of variable interest entities, which is effective for the Company beginning May 1, 2010. The new guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. The Company believes adoption of this new guidance will not have a material impact on its financial statements.

3.BALANCE SHEET ACCOUNTS

Inventories

Inventories comprised (in thousands):

	October 31,2009		April 30,2009
Raw materials	$	119	$	229
Work in progress	3		—
Finished goods	8,533		11,395
Total	$	8,655	$	11,624

Stock-based compensation included in inventories at October 31, 2009 and April 30, 2009 was not significant.

Fair Value Measurements of Financial Assets and Liabilities

The accounting guidance on fair value measurement clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance on fair value measurement establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the Company measures certain financial assets and liabilities at fair value, including its short-term and long-term investments.

When available, the Company uses quoted market prices to determine fair value of certain of its cash and cash equivalents including money market funds; such items are classified in Level 1 of the fair value hierarchy. As of October 31, 2009 and April 30, 2009 the Company held auction rate securities with a par value of $10.0 million and $13.7 million, respectively, which are included in long-term investments. At October 31, 2009 and April 30, 2009, there were no active markets for these auction rate securities or comparable securities due to current market conditions. Therefore, until such a market becomes active, the Company is determining their fair value based on expected discounted cash flows. Such items are classified in Level 3 of the fair value hierarchy.

The Company uses the concepts of fair value based on estimated discounted future cash flows to value its auction-rate securities that included the following significant inputs and considerations:

·projected interest income and principal payments through the expected holding period;

·the impact of penalty interest provisions on the likelihood and timing of redemption of the underlying security by its issuer;

·a market risk adjusted discount rate, which was based on actual securities traded in the open market that had similar collateral composition to the auction-rate securities as of October 31, 2009, adjusted for an expected yield premium to compensate for the current lack of liquidity resulting from failing auctions for such securities; and

·in the case of one of our auction rate securities which was converted into AMBAC preferred shares, default or collateral value risk adjustments were considered for the discount rate, because AMBAC continues to be down graded by rating agencies and is experiencing increasing liquidity issues.

9

The following table presents for each of the fair value hierarchy levels, the assets and liabilities that are measured at fair value on a recurring and non-recurring basis as of October 31, 2009 (in thousands):

	Fair Value		Level 1		Level 2		Level 3
Assets
Money market funds-recurring	$	35,807	$	35,807	$	—	$	—
Auction rate securities-recurring	100		—		—		100
Total	$	35,907	$	35,807	$	—	$	100
Liabilities
Long-term convertible note payable-non-recurring	$	3,197	$	—	$	—	$	3,197
Total	$	3,197	$	—	$	—	$	3,197

The following table presents for each of the fair value hierarchy levels, the assets and liabilities that are measured at fair value on a recurring basis as of April 30, 2009 (in thousands):

	Fair Value		Level 1		Level 2		Level 3
Assets
Money market funds	$	34,226	$	34,226	$	—	$	—
Auction rate securities	4,448		—		—		4,448
Total	$	38,674	$	34,226	$	—	$	4,448

The following table presents the changes in the Level 3 fair value category for the three months ended October 31, 2009 (in thousands):

			Net Realized/Unrealized
			Gains (Losses) included in
					Other	Purchases, Sales,		Transfers in
	July 31,				Comprehensive	Issuances and		and/or (out)	October 31,
	2009		Earnings		Loss	(Settlements)		of Level 3	2009
Assets
Auction rate securities	$	3,911	(111	)	—	(3,700	)	—	$	100
Liabilities
Long-term convertible note payable	$	—	—		—	3,197		—	$	3,197

The following table presents the changes in the Level 3 fair value category for the six months ended October 31, 2009 (in thousands):

			Net Realized/Unrealized
			Gains (Losses) included in
					Other	Purchases, Sales,		Transfers in
	April 30,				Comprehensive	Issuances and		and/or (out)	October 31,
	2009		Earnings		Loss	(Settlements)		of Level 3	2009
Assets
Auction rate securities	$	4,448	(977	)	329	(3,700	)	—	$	100
Liabilities
Long-term convertible note payable	$	—	—		—	3,197		—	$	3,197

The cost basis amounts reported as cash and cash equivalents (including money market funds), accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short-term maturities.

10

Accrued Expenses

Accrued expenses comprised (in thousands):

	October 31,2009		April 30,2009
Accrued employee related	$	1,118	$	1,590
Accrued warranty	384		389
Accrued professional fees	33		53
Accrued restructuring costs	265		430
Other accrued expenses	1,088		1,022
Total	$	2,888	$	3,484

Warranties. The Company provides for future warranty costs upon shipment of its products. The specific terms and conditions of those warranties may vary depending upon the product sold, the customer and the country in which it does business. However, the Company’s warranties generally start from the shipment date and continue for a period of two to five years for the hardware element of the Company’s products and 90 days to one year for the software element.

Because the Company’s products are manufactured to a standardized specification and products are internally tested to these specifications prior to shipment, the Company historically has experienced minimal warranty costs. Factors that affect the Company’s warranty liability include the number of installed units, historical experience and management’s judgment regarding anticipated rates of warranty claims and cost per claim. The Company assesses the adequacy of its recorded warranty liabilities every quarter and makes adjustments to the liability, if necessary.

Changes in the warranty liability, which is included as a component of “Accrued expenses” on the Condensed Consolidated Balance Sheet, during the three and six-month periods ended October 31, 2009 and 2008 are as follows (in thousands):

	Three months ended						Six months ended
	October 31,						October 31,
	2009			2008			2009			2008
Balance as of the beginning of the fiscal period	$	363		$	628		$	389		$	550
Provision for warranties issued during fiscal period	65			109			94			220
Warranty costs incurred during fiscal period	(44		)	(53		)	(99		)	(86		)
Other adjustments to the liability (including changes in estimates for pre-existing warranties) during fiscal period	—			(169		)	—			(169		)
Balance as of October 31	$	384		$	515		$	384		$	515

4.EXCLUSIVE DISTRIBUTION AGREEMENT

On September 10, 2009, the Company and Simulscribe LLC, entered into a Reseller Agreement pursuant to which Simulscribe will provide, and the Company became the exclusive reseller of, Simulscribe’s voice to text (VTT) services to wholesale customers.  Pursuant to the agreement, the Company also assumed all of Simulscribe’s wholesale customers.  The Company (a) paid $3.5 million and issued a two-year promissory note for an additional $3.5 million for the assumption of the wholesale customer contracts and the exclusivity rights, (b) will pay a fee for the services provided by Simulscribe, and (c) will pay up to an additional $10 million if the revenues generated from the Simulscribe services meet certain performance milestones within the first three years of the agreement (the “Additional Payments”), subject to acceleration in certain events.

The note and the Additional Payments are convertible into the Company’s common stock at Simulscribe’s option.  The note is convertible into the Company’s common stock at maturity in two years at a conversion price of $3.50 per share, subject to adjustment for stock splits, stock dividends and the like. The note payable, which is due September 10, 2011, is non-interest bearing and includes an acceleration clause in the event of a change in control of the Company.  The note has been recorded at its fair value of $3.2 million based on an assumed interest rate of 5%, which represents the current market rate of interest at which the Company could borrow.  For the three and nine months ended October 31, 2009, the Company recognized $22,000 of interest expense associated with amortizing the $0.3 million discount on this note.  The remaining discount will be recognized over the two year term of the note.  The Additional Payments may be converted into the Company’s common stock at a conversion price of $5.00 per share, provided that if a specified revenue target is met then up to $5.0 million of the Additional Payments can be converted at $4.00 per share.  The value of the additional payments has not been recorded as of the date of the transaction pursuant to the accounting guidance related to the issuance of equity-based instruments to non-employees for the purchase of goods or services.  In the event that payouts under the Additional Payments provisions of the agreement become probable of occurrence and/or the conditions of the payout are met, the Company will record the fair value of the Additional Payments at that time.

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As a result of this agreement, the Company recorded the total consideration at a fair value of $6.7 million and recorded assets associated with the exclusive distribution rights and transfer of customers.  The value assigned to the intangible assets was determined by valuing the discounted potential cash flows associated with each asset over the four year term of the agreement.  The asset associated with the transfer of customers will be amortized, on a tax deductible basis, to sales and marketing expense ratably over the four year term of the agreement and the asset associated with the distribution rights will be amortized, on a tax deductible basis, to cost of goods sold on a unit of revenue basis, similar to a royalty payment, at the rate of 25% of revenue recognized based on the base level of revenue anticipated in the Agreement attributable to the $7 million of consideration issued to date.  The Company recorded amortization expense associated with the distribution rights of approximately $34,000 for the three and six months ended October 31, 2009 and amortization expense associated with the transfer of customers of approximately $80,000 for the three and six months ended October 31, 2009.

Subsequent to executing the Agreement, the Company hired one of the principle officers of Simulscribe to assume the position of Chief Strategy Officer at the Company.  His primary focus is on expansion of the wholesale market for voice transcription service.  This individual continues to hold a large ownership interest in Simulscribe.  As such, although he may have input into key decisions related to interaction between the Company and Simulscribe, the final decisions rest with the executive management team, of which he is not a member, and/or the Board of Directors.

The carrying value of transfer of customer related intangible assets was as follows (in thousands):

	October 31, 2009
	Gross		Accumulated
	Value		Amortization			Impairment		Net Value
Distribution Agreement Intangible Assets:
Transfer of customers	$	2,234	$	(80	)	$	—	$	2,154
Distribution rights	4,440		(34		)	—		4,406
Total	$	6,674	$	(114	)	$	—	$	6,560

Estimated future amortization expense of exclusive distribution rights asset as of October 31, 2009 is as follows (in thousands):

	Years ended April 30,
2010 (six months)	$	289
2011	578
2012	578
2013	528
2014	181
	$	2,154

5.REDUCTION IN FORCE

At the beginning of the second quarter of fiscal 2009, the Company undertook a reduction in force in an attempt to reduce its operating expenses. The reduction of force totaled approximately 15% of the Company’s workforce.  As a result of the reductions in headcount during fiscal 2008 and 2009, the Company determined that it no longer needed approximately 20% of its Mountain View headquarters and has undertaken to sublease that space for some or all of the remainder of the lease term.  As a result of these actions, the Company recorded a charge in the second quarter of fiscal 2009 totaling approximately $0.9 million.  Of this amount, $0.6 million was related to severance and benefits for the impacted employees and the balance of $0.3 million was related to the estimated loss from subleasing the space vacated in September 2008.  Due to further deterioration of the general economy and the local real estate market, the Company recorded an incremental loss associated with the decision to sublease a portion of its Mountain View headquarters of $0.2 million in the fourth quarter of fiscal 2009.  All individuals impacted by the reduction in headcount were notified of the termination of their employment as of October 31, 2008. During the second quarter of fiscal 2010, $30,000 of severance benefits related to outplacement services expired unused and were reversed to the same financial lines to which they were originally recorded in fiscal 2009.  As of October 31, 2009, the remaining balance in the accrual for the reductions in force during fiscal 2009 of $0.3 million relates solely to the estimated loss associated with subleasing vacated space in the Company’s Mountain View Headquarters.

Reduction in force costs for the three and six-month periods ended October 31, 2009 and 2008 were as follows (in thousands):

	Three months endedOctober 31,					Six months endedOctober 31,
$s in thousands	2009			2008		2009			2008
Cost of Sales	$	(5	)	$	31	$	(5	)	$	31
Sales and marketing	(13		)	234		(13		)	234
Research and development	(12		)	243		(12		)	243
General and administrative	—			374		—			374
Total	$	(30	)	$	882	$	(30	)	$	882

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6.STOCKHOLDERS’ EQUITY

Employee Equity Plans

The Company utilizes a combination of Employee Stock Purchase, Stock Option and Restricted Stock plans as a means to provide equity ownership in the Company for its employees. In addition, the Company has a Non-employee Directors Stock Option Plan.  In the six months ended October 31, 2009, 49,219 shares of common stock were issued under the Employee Stock Purchase Plan (“ESPP”) and 160,288 shares remain available for issuance under that plan as of October 31, 2009.

Activity under the stock option and restricted stock plans was as follows (in thousands, except life and exercise price amounts):

			Outstanding Options
	Shares AvailableFor Grant(1)		Numberof Shares		Weighted AverageExercise Price
Balances, April 30, 2009	2,695		5,038		$	5.80
Restricted stock and restricted stock units issued	(546	)
Restricted stock and restricted stock units forfeited	—
Options granted	(450	)	450		$	1.53
Options exercised	—		(12	)	$	1.37
Options forfeited	2		(2	)	$	1.78
Options expired	272		(272	)	$	11.13
Plan shares expired	(179	)	—		$	—
Balances, October 31, 2009	1,794		5,202		$	5.16

(1) Shares available for grant include shares from the 2005 New Recruit Stock Plan and the 2006 Equity Incentive Plan that may be issued as either stock options, restricted stock or restricted stock units. Shares issued under the 2006 Equity Incentive Plan as stock bonus awards, stock purchase awards, stock unit awards, or other stock awards in which the issue price is less than the fair market value on the date of grant of the award count as the issuance of 1.3 shares for each share of common stock issued pursuant to these awards for purposes of the share reserve.

The aggregate intrinsic value of stock options exercised in the first six months of fiscal 2010 and 2009 was $5,000 and $15,000, respectively.

The summary of options vested, exercisable and expected to vest at October 31, 2009 comprised (in thousands, except term and exercise price):

	Number ofShares	WeightedAverageExercise Price		AggregateIntrinsicValue		WeightedAverageRemainingContractualTerm
Fully vested and expected to vest options	4,976	$	5.29	$	270	6.24
Options exercisable	3,501	$	6.42	$	121	5.35

The summary of unvested restricted stock awards for the first six months of fiscal 2010 comprised (in thousands, except life):

	Number ofShares		Weighted AverageGrant Date FairValue
Nonvested restricted stock, April 30, 2009	118		$	4.38
Restricted stock issued	—		$	—
Restricted stock vested	(15	)	$	6.36
Restricted stock forfeited	—		$	—
Nonvested restricted stock, October 31, 2009	103		$	4.09

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The summary of unvested restricted stock units for the first six months of fiscal 2010 comprised (in thousands):

	Number ofShares
Nonvested restricted stock units, April 30, 2009	7
Restricted stock units issued	420
Restricted stock units vested	(2	)
Restricted stock units forfeited	—
Nonvested restricted stock units, October 31, 2009	425

The aggregate intrinsic value of vested and expected to vest restricted stock units, which had a weighted average remaining contractual term of 1.8 years, was $433,000 at October 31, 2009. For the six months ended October 31, 2009 and 2008, the total fair value of restricted shares that vested was $0.1 million and $0.2 million, respectively.

As of October 31, 2009, there was approximately $2.4 million of total unrecognized compensation cost related to stock options and restricted stock/RSUs that is expected to be recognized over a weighted-average period of 2.0 years for options and 1.6 years for restricted stock and restricted stock units.

The key assumptions used in the fair value model and the resulting estimates of weighted-average fair value per share used to record stock-based compensation in the three and six-month periods ended October 31, 2009 and 2008 for options granted and for employee stock purchases under the ESPP, during these periods are as follows:

	Three months endedOctober 31,						Six months endedOctober 31,
	2009			2008			2009			2008
Stock options:
Dividend yield(1)	—			—			—			—
Volatility factor(2)	0.70			0.65			0.70			0.63
Risk-free interest rate(3)	2.4		%	2.7		%	2.5		%	3.1		%
Expected life (years)(4)	4.6			4.6			4.6			4.6
Weighted average fair value of options granted during the period	$	1.02		$	0.74		$	0.87		$	0.98
Employee stock purchase plan:(5)
Dividend yield(1)	—			—			—			—
Volatility factor(2)	—			—			1.03			0.71
Risk-free interest rate(3)	—		%	—		%	0.51		%	1.4		%
Expected life (years)(4)	—			—			0.99			0.5
Weighted average fair value of employee stock purchases during the period	$	—		$	—		$	0.59		$	0.81
Restricted stock and restricted stock units:
Weighted average fair value of restricted stock and RSUs granted during the period	$	—		$	—		$	1.05		$	2.30

(1) The Company has no history or expectation of paying dividends on its common stock.

(2) The Company estimates the volatility of its common stock at the date of grant based on the historic volatility of its common stock for a term consistent with the expected life of the awards affected at the time of grant.

(3) The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in affect at the time of grant.

(4) The expected life of stock options granted under the Stock Option Plans is based on historical exercise patterns, which the Company believes are representative of future behavior. The expected life of grants under the ESPP represents the amount of time remaining in the 12-month offering window.

(5) Assumptions for the Purchase Plan relate to the most recent enrollment period. Enrollment is currently permitted in May and November of each year.  There was no enrollment or shares issued for the quarters ended October 31, 2009 and 2008.

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7.BORROWING AGREEMENT

In August 2009, the Company renewed its line of credit with its bank.  The renewed line of credit has substantially the same terms as the prior line of credit and expires on July 31, 2010. There were no borrowings outstanding under the line of credit as of October 31, 2009 and the Company was in compliance with its financial covenants.

8.INCOME TAXES

The accounting guidance related to uncertain tax positions prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The liability for uncertain tax positions, if recognized, will decrease the Company’s tax expense. The Company does not anticipate that the amount of liability for uncertain tax positions existing at October 31, 2009 will change significantly within the next 12 months.  Interest and penalties related to the liability for uncertain tax positions are included in the provision for income taxes.

The Company files income tax returns in the U.S. and various state and foreign jurisdictions. The tax years since fiscal 1998 are subject to examination by the Internal Revenue Service and certain state tax authorities due to the Company’s net operating loss and/or tax credit carry forwards generated in those years. The Company is currently under audit by one state jurisdiction in which it operates for its fiscal 2005 filing but is not under examination by any other tax jurisdictions.

The Company recorded a tax provision of $14,000 and $47,000 for the three and six months ended October 31, 2009, respectively, resulting in an effective tax rate of less than 1%.  The Company recorded a tax provision of $97,000 and $136,000, respectively, for the three and six months ended October 31, 2008 resulting in an effective tax rate of approximately 1%.  The effective tax rate for the three and six months ended October 31, 2009 and 2008 reflected the effects of a full valuation allowance against the Company’s net deferred tax assets principally from the federal and state net operating loss and tax credit carry forwards created in fiscal 2010 and 2009 because of uncertainty as to the recoverability of those items due to the Company’s continuing operating losses. The tax provision for the three and six months ended October 31, 2009 and 2008 is attributable to certain state and foreign jurisdictions in which the Company operates.

9.COMMITMENTS AND CONTINGENCIES

Legal Proceedings

On August 23, 2006, August 25, 2006, and November 3, 2006, three actions were filed in United States District Court for the Northern District of California (Case Nos. C06-05157, C06-05242, and C06-6877) purportedly as derivative actions on behalf of the Company against certain of the Company’s current and former officers and directors alleging that between 1999 and 2001 certain stock option grants were backdated; that these options were not properly accounted for; and that as a result false and misleading financial statements were filed. These three actions have been consolidated under case number C06-05157. On December 1, 2006, a fourth derivative complaint making similar allegations against many of the same defendants was filed in California Superior Court for the County of Santa Clara (Case No.106-CV-075695). On April 19, 2007, the California Superior Court granted the Company’s motion to stay the state court action pending the outcome of the federal consolidated actions.

The defendants named in the derivative actions are Timothy Montgomery, Gregory Avis, Edwin Harper, William Hasler, Andrei Manoliu, David Sugishita, William Tamblyn, Caglan Aras, Toni Bellin, Robert DeVincenzi, James Grady, Lee House, Serge Stepanoff, Gary Testa, Lowell Trangsrud, Kenneth Jones, Pong Lim, Glenda Dubsky, Ian Wright, and Peter Chung. These derivative complaints raise claims under Section 10(b) and 10b-5 of the Securities Exchange Act, Section 14(a) of the Securities Act, and California Corporations Code Section 25403, as well as common law claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, gross mismanagement, constructive fraud, and abuse of control. The plaintiffs seek remedies including money damages, disgorgement of profits, accounting, rescission, and punitive damages. With respect to the consolidated federal actions, the plaintiffs filed an amended consolidated complaint on March 2, 2007, adding new allegations regarding another stock option grant. On April 2, 2007, the Company moved to dismiss the amended complaint based on plaintiffs’ failure to make a demand on the board before bringing suit. On the same day, the individual defendants moved to dismiss the amended complaint for failure to state a claim. On July 16, 2007, the Court granted the individual defendants’ motion to dismiss without prejudice.  Plaintiffs filed a second amended complaint on September 21, 2007.  On November 30, 2007, defendants moved to dismiss plaintiffs’ second amended complaint for failure to make a demand on the board and for failure to state a claim.  On March 26, 2008, the Court granted the individual defendants’ motion to dismiss without prejudice, requiring that plaintiffs file any amended complaint by April 25, 2008.  Plaintiffs did not file an amended complaint.  As a result, on May 12, 2008, defendants moved to dismiss plaintiffs’ action with prejudice.  The parties agreed to postpone the hearing on defendants’ motion so that they could engage in mediation.  These actions are in their preliminary stages; no discovery has taken place and no trial date has been set.  As a result of these discussions, the parties entered into a settlement agreement which was approved by the Court, on a preliminary basis, on October 23, 2009.  The terms of the settlement include (1) the adoption and/or implementation of a variety of corporate governance measures, including enhanced stock option granting and compliance procedures that relate to and address many of the underlying issues in the Actions, the

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separation of Chairman of the Board and CEO positions, and the appointment of a lead independent director; and (2) the Company’s payment of Plaintiffs’ counsel’s attorneys’ fees and expenses in the amount of $1.05 million.  A hearing for final approval of the settlement is scheduled for January 8, 2010 at 9:00 am.  No assurance can be given that the settlement will receive final approval.

Based on the proposed settlement and the amount of anticipated insurance coverage from the Company’s directors and officers insurance policy, the Company does not expect to have a material impact from this settlement.

Lease Commitments

At October 31, 2009, future minimum payments under the Company’s current operating leases are as follows (in thousands):

	Years ended April 30,
2010 (Six months)	$	533
2011	1,095
2012	276
	$	1,904

Guarantees and Indemnifications. As is customary in the Company’s industry and as required by law in the U.S. and certain other jurisdictions, certain of the Company’s contracts provide remedies to its customers, such as defense, settlement, or payment of judgment for intellectual property claims related to the use of the Company’s products. From time to time, the Company indemnifies customers against combinations of losses, expenses, or liabilities arising from various trigger events related to the sale and the use of the Company’s products and services. In addition, from time to time the Company also provides protection to customers against claims related to undiscovered liabilities, additional product liability or environmental obligations. In the Company’s experience, claims made under such indemnifications are rare.

As permitted or required under Delaware law and to the maximum extent allowable under that law, the Company has certain obligations to indemnify its current and former officers and directors for certain events or occurrences while the officer or director is, or was serving at the Company’s request in such capacity. These indemnification obligations are valid as long as the director or officer acted in good faith and in a manner that a person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The maximum potential amount of future payments the Company could be required to make under these indemnification obligations is unlimited; however, the Company has a director and officer insurance policy that limits the Company’s exposure and enables the Company to recover a portion of any future amounts paid. As a result of the Company’s insurance policy coverage, the Company believes the estimated fair value of these indemnification obligations is minimal.

10.REPORTABLE SEGMENTS AND GEOGRAPHIC INFORMATION

The Company currently operates in a single segment - voice quality products.

The Company’s revenue from external customers by geographic region, based on shipment destination, was as follows (in thousands):

	Three months ended October 31,				Six months ended October 31,
	2009		2008		2009		2008
USA	$	3,422	$	1,912	$	8,073	$	5,047
Middle East/Africa	352		727		1,333		1,319
Europe	485		26		622		99
Latin America	385		170		385		417
Canada	263		381		273		475
Far East	232		906		548		1,297
Total	$	5,139	$	4,122	$	11,234	$	8,654

Sales for the three months ended October 31, 2009 included two customers that represented greater than 10% of total revenue (28% and 13%).   Sales for the six months ended October 31, 2009 included four customers that represented greater than 10% of total revenue (28%, 20%, 11% and 10%).  Sales for the three months ended October 31, 2008 included three customers that represented greater than 10% of total revenue (27%, 21 and 11%).  Sales for the six months ended October 31, 2008 included three customers that represented greater than 10% of total revenue (29% 10% and 10%).  As of October 31, 2009, the Company had four customers that represented greater than 10% of accounts receivable (22%, 19%, 16% and 11%).  At April 30, 2009, five customers represented greater than 10% of accounts receivable (20%, 18%, 17%, 13% and 13% ).

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The Company maintained substantially all of its property and equipment in the United States at October 31, 2009 and April 30, 2009.

11.SUBSEQUENT EVENT

The Company has performed an evaluation of subsequent events through December 11, 2009, which is the date on which these financial statements in this Form 10-Q Report were filed with the SEC.

In November 2009, the Company affected a reduction in force performed in an attempt to continue to reduce operating expenses.  As a result of this reduction in force, the Company reduced its workforce by approximately 10% and will recognize a charge in the third quarter of fiscal 2010 of approximately $0.3 million.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and Notes thereto for the year ended April 30, 2009 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on July 2, 2009. The discussion in this Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, such as statements of our future financial operating results, plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed here. See “Future Growth and Operating Results Subject to Risk” at the end of this Item 2 for factors that could cause future results to differ materially.

Overview

We design, develop and market telecommunications equipment for use in enhancing voice quality and canceling echo in voice calls over wireline, wireless and internet protocol (IP) telecommunications networks. Our products monitor and enhance voice quality and provide transcoding in the delivery of voice services. Since entering the voice processing market, we have continued to refine our echo cancellation products to meet the needs of the ever-changing telecommunications marketplace. Our TDM-based product introductions have leveraged the processing capacity of our newer hardware platforms to offer not only echo cancellation but also enhanced Voice Quality Assurance (“VQA”) features including noise reduction, acoustic echo cancellation, voice level control and noise compensation through enhanced voice intelligibility.  We have also introduced products to support carriers that are deploying voice over internet protocol, or “VoIP,” technologies which offer all the voice capabilities of our TDM-based products along with codec transcoding to meet the new challenges faced by carriers deploying VoIP technologies.

Recently we announced development efforts on our new toktok and mStage products, which further leverage off our expertise in voice technology enabling on-demand, voice-driven, “mid-call accessible” applications and services to be delivered to customers on wireless and wireline voice networks.  This offering is being designed to enable phone subscribers to “use their voice as well as their thumbs” to interact with web applications/services like social networking and instant messaging (“IM”) on demand, even “on-the fly” during a telephone call.  In an effort supplement our toktok offering, we entered into an exclusive worldwide distribution agreement with Simulscribe LLC, under which we received the exclusive right to distribute their voice to text transcription services to wholesale customers such as wireline and wireless carriers.

Since becoming a public company in June 1999, our financial success has been primarily predicated on the macroeconomic environment of U.S. wireline and, more recently, wireless carriers as well as our success in selling to the larger carriers. Over the years since becoming public, we have experienced ebbs and flows in the level of demand from these carriers due to their level of network expansion, adoption of new technologies in their networks and the impacts of merger and other consolidation in the industry.  Of late, the downturn in business volume we have experienced seems to have been driven by three main factors: technology transitions; budgetary constraints; and the global economic crisis.

The technology transition has impacted us on two fronts.  First and foremost, carriers have been extremely cautious to invest in legacy second generation (“2G”) technology, historically our primary source of revenue, for fear of stranding some or all of their investments by moving to the newer VoIP-based third generation technology (“3G”).  The hesitancy to invest in 2G equipment has resulted in protracted purchase cycles and smaller deployments to mitigate their perceived risks, while still addressing needed improvements in voice quality in their 2G networks.  The second impact has been felt on the 3G investment, which has been far slower to develop than was first predicted by industry experts.  Instead of wholesale deployment of VoIP technologies, we have experienced a much more cautious entrance into this technology by many of the carriers with which we have historically done business, with the key by-product being that they are buying much smaller systems than would have been expected from their historical buying pattern and in some cases even deciding to limit their investment in 3G technology in lieu of even newer fourth generation technologies that are currently in development.

On the budgetary side, even before the world-wide financial crisis became clear, we began to see tighter budgetary spending on capital equipment in many regions of the world, but most importantly with our large domestic customers.  As such, spending on capital equipment appears to have been primarily targeted at equipment that could show a direct correlation with revenue generation as opposed to our historical product offerings, which although not a direct source of revenue for carriers is critical to the overall call experience and therefore to customer satisfaction, which in our opinion ultimately translates into call revenue. It is with this capital spending model in mind that we undertook development of our toktok and mStage products which, although leveraging off of our core knowledge of voice technology, we believe will be our first product offering to truly be tied to an identifiable revenue stream for our carriers.

Lastly, we believe that the current market conditions around the world have and could continue to create further delays in purchasing decisions both as carriers tighten their capital investment activity due to internal budget constraints and as tighter credit hampers their ability to borrow to facilitate network expansion and/or upgrades.

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Despite the previously mentioned delays due to budget and uncertainty around network architecture, we continue to believe that in the United States our continued focus on voice quality in the competitive wireless services landscape and the continued expansion of wireless networks, primarily using 3G technologies and to a lesser degree 2G technologies, will be key factors in adding new customers and driving opportunities for revenue growth. We continue to believe that 2G technology will be the dominant technology in the international regions of the world where we have focused our sales efforts.  However, we are poised to support the deployment of our Packet Voice Processor (“PVP”) product in 3G networks internationally, should demand for the 3G technology grow internationally. The development of our VQA feature set, which was originally targeted at the international Global System for Mobile Communications (“GSM”) market, has seen growing importance in the domestic market as well. We continue to focus sales and marketing efforts on international and domestic mobile carriers who might best apply our VQA solution. We have continued to invest in customer trials domestically and internationally in an attempt to better avail ourselves of these opportunities as they arise. Despite these efforts, we have experienced mixed results as we remain dependant on the buying patterns of a small, yet more diverse, group of carriers.

We expect long-term opportunities for growth will occur in VoIP based network deployments as there appears to be a growing, albeit slow, trend of service providers transitioning from traditional circuit-switched network infrastructure to VoIP. As such, between fiscal 2005 and early fiscal 2009 we have directed the majority of our research and development spending towards the development of our PVP, a platform targeting VoIP-based network deployments.  The Packet Voice Processor introduces cost-effective voice format transcoding capabilities combined with our VQA technology to improve call quality and clarity by eliminating acoustic echo and voice level imbalances and reducing packet loss, delay and jitter. Although fiscal 2008 marked the first period in which revenue from the PVP exceeded 10% of total revenue and the first quarter of fiscal 2010 marked the first quarter in which revenue from the PVP exceeded 25% of total revenue, ordering patterns are still volatile leading to spikes in the timing and amount of revenue from this product.

Beginning in fiscal 2009, we began shifting our development efforts to other product offerings that leverage off our expertise in voice technology.  The first effort was tied to the creation of licensed versions of our core technology for use in other elements within communications networks, such as Bluetooth headsets.  More recently we have shifted the majority of our development efforts to our recently announced mStage and toktok products, which are currently in development.  While the Bluetooth opportunities are focused on moving our expertise in voice quality to the communication interface devices at the fringe of the voice networks, mStage and toktok will enable mobile subscribers to use their voice as well as their thumbs to interact with web applications like social networking and IM on-demand, even during a phone call.  In the second quarter of fiscal 2010, we entered into an exclusive worldwide distribution agreement with Simulscribe LLC.  In conjunction with this agreement we obtained the exclusive right to market Simulscribe’s voice to text transcription services to voice communication carriers around the world.  We believe that this voice to text transcription service provides a meaningful complement to the other voice technologies being developed under our mStage and toktok product initiatives. We are undertaking these new opportunities in an effort to not only diversify our product offerings but also our customer base.  We believe that these products could help generate a more predictable revenue base, which we believe is less susceptible to our customer’s decisions on the timing and nature of the network expansions than our legacy product offerings have experienced on a stand alone basis.

Acquisition History.    Although we regularly evaluate whether there are acquisition candidates that have technologies that would compliment our products and core strengths, in the last five fiscal years, we have completed only one acquisition. In June 2005, we acquired Jasomi, which developed and sold session border controllers that enable VoIP calls to traverse the network address translation, or “NAT,” and protect networks from external attacks by admitting only authorized sessions, ensuring that reliable VoIP service can be provided to them. Consideration for the acquisition totaled approximately $21.8 million.  We additionally issued shares of Ditech restricted stock to new employees hired as part of the acquisition.

Reseller Agreement.    In September  2009, we entered into a Reseller Agreement with Simulscribe pursuant to which we became the exclusive reseller of Simulscribe’s voice to text (VTT) services to wholesale customers.  Pursuant to the agreement, we also assumed all of Simulscribe’s wholesale customers.  We (a) paid $3.5 million and issued a two-year promissory note for an additional $3.5 million for the assumption of the wholesale customer contracts and the exclusivity rights, (b) will pay a fee for the services provided by Simulscribe, and (c) will pay up to an additional $10 million if the revenues generated from the Simulscribe services meet certain performance milestones within the first three years of the agreement (the “Additional Payments”), subject to acceleration in certain events.  The note and the Additional Payments are convertible into our common stock at Simulscribe’s option.  The note is convertible into our common stock at maturity in two years at a conversion price of $3.50 per share, subject to adjustment for stock splits, stock dividends and the like. The Additional Payments may be converted into our common stock at a conversion price of $5.00 per share, provided that if a specified revenue target is met then up to $5.0 million of the Additional Payments can be converted at $4.00 per share.

Our Customer Base.    Historically, the majority of our sales have been to customers in the United States. Although these customers have traditionally accounted for well over 50% of our revenue in a given period, we are seeing a growing trend in international revenue due to the growing interest in our VQA technology in several key international markets.  Despite the trend in growth in international revenue as a percentage of total revenue over the last several quarters, domestic customers accounted for approximately 72% of revenue in the first six months of fiscal 2010 and 46% and 63% of our revenue in fiscal 2009 and 2008, respectively, due to an increase in demand for our PVP product by our domestic customers. Sales to some of our U.S. customers may result in our products

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purchased by these customers eventually being deployed internationally, especially in the case of any original equipment manufacturer that distributes overseas. To date, the vast majority of our international sales have been export sales and denominated in U.S. dollars. The overall trend of growth in international revenue, as a percentage of total review, has been largely driven by demand from customers in South East Asia, the Middle East and Latin America.  We expect our international demand to continue to be heavily influenced by these markets as they are experiencing the highest level of growth and commonly have the most need for cost effective solutions to address voice quality in their growing networks.

Our revenue historically has come from a small number of customers. Our largest customer in the first six months of fiscal 2010 accounted for approximately 28% of our revenue as compared to our largest customer for the last several years, which represented 22% and 35% of our revenue in fiscal 2009 and 2008, respectively, and 20% of revenue in the first six months of fiscal 2010, respectively. Our five largest customers accounted for approximately 75% of our revenue in the first six months of fiscal 2010 and 60% and 68% of our revenue in fiscal 2009 and 2008, respectively. Consequently, the loss of any one of our largest customers, without an offsetting increase in revenue from existing or new customers, would have a negative and substantial effect on our business. This customer concentration risk was evidenced in fiscal 2006 and again over the last two fiscal years as sudden delays and/or declines in purchases by our large customers resulted in significant declines in our overall revenues and ultimately resulted in net losses for those periods.

Critical Accounting Policies and Estimates.  The preparation of our financial statements requires us to make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures. We evaluate these estimates on an ongoing basis, including those related to our revenues, allowance for bad debts, provisions for inventories, warranties and recovery of deferred income taxes receivable. Estimates are based on our historical experience and other assumptions that we consider reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual future results may differ from these estimates in the event that facts and circumstances vary from our expectations. If and when adjustments are required to reflect material differences arising between our ongoing estimates and the ultimate actual results, our future results of operations will be affected. We believe that the following critical accounting policies affect the most significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition—In applying our revenue recognition and allowance for doubtful accounts policies the level of judgment is generally relatively limited, as the vast majority of our revenue has been generated by a handful of relatively long-standing customer relationships. These customers are some of the largest wire-line and wireless carriers in the world and our relationships with them are documented in contracts, which clearly highlight potential revenue recognition issues, such as passage of title and risk of loss. As of October 31, 2009, we had deferred $1.4 million of revenue.  However, only to the extent that we have received cash for a given deferred revenue transaction is the deferred revenue recorded on the Consolidated Balance Sheet.  Of the $1.4 million of total deferred revenue transactions at October 31, 2009, $1.2 million had been collected from customers and therefore reported as deferred revenue on the Consolidated Balance Sheet.  The balance of $0.2 million related to uncollected deferred revenue transactions was reported net against the related accounts receivable balance.

Of the $1.4 million of revenue deferred as of October 31, 2009, approximately $0.2 million was associated with installations and other product related deferrals and $1.2 million was associated with maintenance contracts.  In dealing with the remaining smaller customers, we closely evaluate the credit risk of these customers. In those cases where credit risk is deemed to be high, we either mitigate the risk by having the customer post a letter of credit, which we can draw against on a specified date, to effectively provide reasonable assurance of collection, or we defer the revenue until customer payment is received.

Investments— We consider investment securities that have maturities of more than three months at the date of purchase but remaining maturities of less than one year, and auction rate securities, which we have historically settled on 7, 28 or 35 day auction cycles, as short-term investments. However, when auction rate securities fail to settle at auction, which has been occurring since the middle of  fiscal 2008, and conditions leading to their failure to auction create uncertainty as to whether they will settle in the near-term, we classify them as long-term consistent with the contractual term of the underlying security. Long-term investment securities include any investments with remaining maturities of one year or more and auction rate securities for which we are unable to estimate when they will settle. Short-term and long-term investments consist primarily of corporate notes and asset backed securities. We have classified our investments as available-for-sale securities in the accompanying consolidated financial statements. We carry available-for-sale securities at fair value, and report unrealized gains and losses as a separate component of stockholders’ equity. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities, if any, are included in other income, net based on specific identification. We include interest on securities classified as available-for-sale in total other income. See also the discussion in “Liquidity and Capital Resources” and Item 3 for additional information on auction rate securities.

Inventory Valuation Allowances— In conjunction with our ongoing analysis of inventory valuation, we constantly monitor projected demand on a product by product basis. Based on these projections we evaluate the levels of write-downs required for inventory on hand and inventory on order from our contract manufacturers. Although we believe we have been reasonably successful in identifying write-downs in a timely manner, sudden changes in buying patterns from our customers, either due to a shift in product interest and/or a complete pull back from their expected order levels has resulted in the recognition of larger than anticipated write-downs. For example, we recorded inventory write-downs for excess levels of inventory of $2.4 million and $5.1 million in fiscal 2009 and 2008, respectively. There were no sales of previously written-down inventory during the first six months of fiscal 2010 or 2009.

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Cost of Warranty— At the time that we recognize revenue, we accrue for the estimated costs of the warranty we offer on our products. We currently offer warranties on the hardware elements of our products ranging from one to five years and warranties on the software elements of our products ranging from 90 days to one year.  The warranty generally provides that we will repair or replace any defective product and provide software bug fixes within the term of the warranty. Our accrual for the estimated warranty is based on our historical experience and expectations of future conditions. To the extent we experience increased warranty claim activity or increased costs associated with servicing those claims, we may revise our estimated warranty accrual to reflect these additional exposures.  This would result in a decrease in gross profits. As of October 31, 2009, we had $0.4 million accrued related to estimated future warranty costs.  See Note 3 of the Notes to the Condensed Consolidated Financial Statements.

Impairment of Long-lived Assets— We continually monitor events and changes in circumstances that could indicate that carrying amounts of long-lived assets, including intangible assets, may not be recoverable. When such events or changes in circumstances arise, we assess the recoverability of our long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the undiscounted future cash flows is less than the carry amount of the assets in question, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. We evaluate the recoverability of our amortizable purchased intangible assets based on an estimate of the undiscounted cash flows resulting from the use of the related asset group and its eventual disposition. The asset group represents the lowest level for which cash flows are largely independent of cash flows of other assets and liabilities. We report long-lived assets to be disposed of at the lower of carrying amount or fair value less costs to sell.  During fiscal 2009, we did record an impairment charge of approximately $0.3 million associated with certain identifiable assets that were abandoned as a result of the cumulative affects of the reductions in force that had been implemented over the last two fiscal years.

Accounting for Stock-based Compensation —Stock-based compensation cost is estimated at the grant date based on the award’s fair value as calculated by the Black-Scholes-Merton (“Black-Scholes”) option-pricing model and is recognized as expense, net of estimated forfeitures, ratably over the requisite service period.  Given our employee stock options have certain characteristics that are significantly different from traded options and, because changes in the subjective assumptions can materially affect the estimated value, in our opinion the existing valuation models may not provide an accurate measure of the fair value of our employee stock options.  Although we determine the fair value of employee stock options using the Black-Scholes option-pricing model, that value may not be indicative of the fair value observed between a willing buyer and a willing seller in a market transaction.

The Black-Scholes model requires various highly judgmental assumptions including expected option life and volatility. If any of the assumptions used in the Black-Scholes model or the estimated forfeiture rate changes significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period.

Accounting for Income Taxes — Amounts recorded for income taxes, both current and deferred, are based on estimates of the tax consequences of our operations in the various tax jurisdictions in which we operate. Our deferred taxes are the result of temporary differences resulting from differing treatment of items such as valuation allowances for bad debts and inventory, for tax and accounting purposes. As part of our ongoing assessment of the recoverability of our deferred tax assets, on a quarterly basis we review the expiration dates of our net operating loss and research credit carry forwards. In addition, we complete a study on the impact of Section 382 of the Internal Revenue Code on at least a semi-annual basis to determine whether a change in ownership may limit the value of our net operating loss carry forwards. We determined that a full valuation allowance against all of our deferred tax assets beginning as of April 30, 2008 was required. We have considered all evidence, positive and negative, and believe that based on our recent operating losses and uncertainty about the magnitude and timing of future operating profits, it is no longer more likely than not that our deferred tax assets will be realized.

We apply the guidance on accounting for uncertainties in accounting for income taxes which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This accounting literature also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. We have classified interest and penalties as a component of tax expense. We do not expect a significant change to the liability for uncertain tax positions over the next 12 months.

We have begun an audit by one of the state jurisdictions in which we do business for our fiscal 2005 filing. Other than this one state, we are currently not under audit for any other years or in any other jurisdictions. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

Recent Accounting Guidance Adopted in The Current Fiscal Year

In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (the “Codification” or “ASC”), the authoritative guidance for GAAP. The Codification is the single source of U.S. GAAP used by nongovernmental entities in the preparation of financial statements, except for rules and interpretive releases of the Securities and

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Exchange Commission (“SEC”) under authority of federal securities laws, which are sources of authoritative accounting guidance for SEC registrants. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing U.S. GAAP pronouncements into roughly 90 accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The Codification supersedes all existing non-SEC accounting and reporting standards and was effective for us beginning August 1, 2009 and we have incorporated the current Codification in this Form 10-Q. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates. The FASB will not consider Accounting Standards Updates as authoritative in their own right; these updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification.

Effective the first quarter of fiscal 2010, we adopted revised accounting guidance for the fair value measurement and disclosure of its nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of this accounting guidance did not have a material impact on our financial position or results of operations. See Note 3.

In December 2007 the FASB issued authoritative guidance on accounting for business combinations, which established principles and requirements for the acquirer of a business to recognize and measure in its financial statements the identifiable assets (including in-process research and development and defensive assets) acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008. We believe this guidance will have an impact on our consolidated financial statements, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions we consummate after the May 1, 2009 effective date.

Recent Accounting Guidance Not Yet Effective

In October 2009, the FASB issued authoritative guidance on revenue recognition that will become effective for the Company beginning May 1, 2011, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. We are currently assessing the potential effect, if any, on our financial statements.

In September 2009, an update was made to “Fair Value Measurements and Disclosures — Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent).” This update permits entities to measure the fair value of certain investments, including those with fair values that are not readily determinable, on the basis of the net asset value per share of the investment (or its equivalent) if such net asset value is calculated in a manner consistent with the measurement principles in “Financial Services-Investment Companies” as of the reporting entity’s measurement date (measurement of all or substantially all of the underlying investments of the investee in accordance with the “Fair Value Measurements and Disclosures” guidance). The update also requires enhanced disclosures about the nature and risks of investments within its scope that are measured at fair value on a recurring or nonrecurring basis. This update will be effective for us beginning November 1, 2009. We are currently evaluating the effect that adoption of this update will have, if any, on our consolidated financial position and results of operations when it becomes effective.

In August 2009, the FASB issued additional authoritative guidance for the fair value measurement of liabilities. The guidance is effective for the first reporting period (including interim periods) beginning after issuance. We will apply the guidance beginning November 1,  2009. The adoption of the guidance is not expected to have a significant impact on our consolidated financial statements or related footnotes.

In June 2009, the FASB issued authoritative guidance on the consolidation of variable interest entities, which is effective for our financial statements beginning May 1, 2010. The new guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. We believe adoption of this new guidance will not have a material impact on our financial statements.

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RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the components of the results of operations, as reflected in our statement of operations, as a percentage of sales.

	Three months ended October 31,				Six months ended October 31,
	2009		2008		2009		2008
Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	56.8		51.7		49.3		52.0
Gross Profit	43.2		48.3		50.7		48.0
Operating expenses:
Sales and marketing	45.8		74.3		40.8		76.6
Research and development	55.2		83.0		50.3		79.1
General and administrative	29.8		50.9		26.7		48.0
Amortization of purchased intangibles	0.1		0.6		0.2		0.6
Total operating expenses	130.9		208.8		118.0		204.3
Loss from operations	(87.7	)	(160.5	)	(67.3	)	(156.3	)
Other income (expense), net	0.9		(6.1	)	(5.8	)	(3.8	)
Loss before provision for income taxes	(86.8	)	(166.6	)	(73.1	)	(160.1	)
Provision for income taxes	0.3		2.4		0.4		1.5
Net loss	(87.1	)%	(169.0	)%	(73.5	)%	(161.6	)%

THREE AND SIX MONTHS ENDED OCTOBER 31, 2009 AND 2008.

Revenue.

	Three months ended October 31,				Six months ended October 31,				Change From Prior Year
$s in thousands	2009		2008		2009		2008		3 Month Period		6 Month Period
Revenue	$	5,139	$	4,122	$	11,234	$	8,654	$	1,017	$	2,580

The increase in revenue during the three and six months ended October 31, 2009 compared to the same periods in fiscal 2009 was largely due to an increase in revenue from our top five customers.   In the aggregate, our top five customers in the second quarter of fiscal 2010 accounted for $3.3 million of revenue as compared to the top five customers in the second quarter of fiscal 2009, which accounted for $3.1 million.  For the six months ended October 31, 2009, our top five customers accounted for $8.4 million of revenue as compare to $5.4 million for the corresponding period in fiscal 2009.  The increase in revenue from our largest customer in fiscal 2010, which accounted for 28% of revenue in both the three and six months ended October 31, 2009, respectively, versus less than 1% of revenue in the corresponding periods in fiscal 2009, was largely due to targeted upgrades of portions of their 2G networks as well as upgrades to portions of their VoIP conferencing network.  Although we experienced an increase in revenue from Verizon in real terms during the first half of fiscal 2010, it decreased as a percentage of overall revenue to approximately 20% of our revenue in the six months ended October 31, 2009 as compared to 29% for the corresponding period in fiscal 2009.  This increase in year-to-date revenue appears to be largely due to Verizon performing some targeted expansion/upgrade of certain of its 2G network during our first fiscal quarter, partially offset by a decrease in the level of maintenance revenue due to a reduction in the level of maintenance service being purchased.  Revenue from Verizon for the quarter ended October 31, 2009 was down both in real terms and as a percentage of revenue from the second quarter of fiscal 2009 due to limited upgrade activity in their 2G network during the quarter ended October 31, 2009 and due to the transition to a lower cost maintenance service plan, as previously discussed.  We had two other customers that accounted for over 10% of revenue in the six months ended October 31, 2009, a domestic VoIP conferencing provider, which accounted for  approximately 10% of revenue in the six months ended October 31, 2009 as compared to approximately 8% of revenue in the corresponding period in fiscal 2009, and an international wireless carrier that accounted for approximately 11% of revenue in the six months ended October 31, 2009 as compared to approximately 5% in the corresponding period of fiscal 2009. Although our Broadband Voice Processor Flex (“BVP-Flex”) continues to be the primary voice quality product purchased by our domestic customers and has begun to experience a growing interest from international customers, our PVP product and service contracts have grown as a percentage of revenue during fiscal 2010 due in large part to growing deployment of the PVP in conferencing providers’ VoIP networks.

Geographically, our domestic revenue for the three months ended October 31, 2009 totaled 67% of total worldwide revenue as compared to 46% realized for the three months ended October 31, 2008.  Our domestic revenue for the six months ended October 31, 2009 was 72% of worldwide revenue as compared to 58% for the comparable period in fiscal 2009.  The increase in the domestic portion of our revenue was primarily driven by the increase in purchasing activity by our largest customer during fiscal 2010.  Following the success of our BVP-Flex, revenue over the last three fiscal years and the first half of fiscal 2010 has been generated largely from domestic sales.  Our international growth has primarily been dependent on our success in selling VQA. Although we continue to believe that there are meaningful international revenue opportunities, we continue to experience slower than anticipated purchasing cycles from our existing and prospective international customers, which has resulted in volatility in the level of international revenue from quarter to quarter.  We plan to continue to invest in customer trials to attempt to capture the international revenue opportunities that exist for us.  We expect revenue in the third quarter of fiscal 2010 to be similar to the levels experienced over the last several quarters.

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Cost of Goods Sold and Gross Profit.

	Three months ended October 31,						Six months ended October 31,						Change From Prior Year
$s in thousands	2009			2008			2009			2008			3 Month Period			6 Month Period
Cost of goods sold	$	2,921		$	2,129		$	5,543		$	4,499		$	792		$	1,044
Gross profit	2,218			1,993			5,691			4,155			225			1,536
Gross margin%	43.2		%	48.3		%	50.7		%	48.0		%	(5.1		)%pts	2.7		%pts

Cost of goods sold consists of direct material costs, personnel costs for test, configuration and quality assurance, costs of licensed technology incorporated into our products, post-sales installation costs, provisions for inventory and warranty expenses and other indirect costs. The increase in cost of goods sold was primarily driven by the increase in business volume during the three and six months ended October 31, 2009 as compared to the three and six months ended October 31, 2008.  Our analysis of gross profit below discusses the other factors driving changes in cost of goods sold.

Our gross margin percentage decreased in the second quarter of fiscal 2010 as a result of increased reserve activity both related to potential excess product levels and increased warranty costs, which totaled $0.4 million of incremental costs. Margins were also negatively impacted by the customer and product mix, which was more heavily weighted to lower margin products. These effects were partially ameliorated by our continuing to experience declines in customer support costs and under absorbed overheads, due to reductions in production and purchasing levels in fiscal 2010.  These items have declined in real terms and as a percentage of revenue due to cost savings as a result of the reductions in force and other cost control measures implemented over the last two fiscal years.

Our gross margin percentage increased during the six months ended October 31, 2009, as compared to the comparable period in fiscal 2009, primarily due to the reductions in manufacturing and service allocations to cost of sales due in large part to the benefits realized from the reductions in force in fiscal 2009.These benefits were partially offset by increased provisions for excess inventory and warranty in the first half of fiscal 2010.

All other things being equal, we expect that to the extent our revenue levels increase, gross margin percentages should be slightly up from the current levels due to our projection of a more favorable product mix, under absorbed overhead representing a smaller percentage of revenue, due in part to the reduction in force completed in November 2009 and lower anticipated levels of warranty and excess inventory provisions.

Sales and Marketing.

	Three months ended October 31,						Six months ended October 31,						Change From Prior Year
$s in thousands	2009			2008			2009			2008			3 MonthPeriod			6 MonthPeriod
Sales & Marketing Expense	$	2,355		$	3,061		$	4,579		$	6,626		$	(706	)	$	(2,047	)
% of Revenue	45.8		%	74.3		%	40.8		%	76.6		%	(28.5		)%pts	(35.8		)%pts

Sales and marketing expenses primarily consist of personnel costs, including commissions and costs associated with customer service, travel, trade shows and outside consulting services.  The decrease in sales and marketing expense in the three and six month periods ending October 31, 2009, as compared to the corresponding periods in fiscal 2009 was largely due to the impacts of the reduction in force that occurred fiscal 2009 and subsequent attrition in the sale and marketing organizations.  The resulting reduction in headcount had a direct impact on both base pay and variable compensation, which experienced a combined reduction of $0.4 million and $1.1 million during the three and six months periods, respectively.  The reduction in headcount also impacted travel and related expenses which experienced a $0.2 million decrease during both the three and six month periods, and also resulted in a reduction in stock compensation for the six months ended October 31, 2009 of approximately $0.2 million.  In addition, sales and marketing spending experienced a $0.3 million decline in reduction-in-force related costs in both the three and six month periods ended October 31, 2009 due to the fiscal 2009 reduction in force.  See the discussion in the Reduction in Force section, below.  Lastly, we experienced a decline in agent fees due to the increase in revenue generated from domestic customers which do not use agents.  This resulted in a $0.2 million reduction in sales in marketing expense for the six months ended October 31, 2009.  Partially offsetting these decreases in spending was an increase in spending on marketing efforts in preparation for the launch of our new toktok products in the second half of fiscal 2010 of approximately $0.2 million for the three and six months ended October 31, 2009, respectively.  We expect sales and marketing expenses to decrease in the third quarter of fiscal 2010 as a result of reduction in force that was completed in November 2009.

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Research and Development.

	Three months ended October 31,						Six months ended October 31,						Change From Prior Year
$s in thousands	2009			2008			2009			2008			3 MonthPeriod			6 MonthPeriod
Research & Development Expense	$	2,839		$	3,422		$	5,647		$	6,849		$	(583	)	$	(1,202	)
% of Revenue	55.2		%	83.0		%	50.3		%	79.1		%	(27.8		)%pts	(28.8		)%pts

Research and development expenses primarily consist of personnel costs, contract consultants, materials and supplies used in the development of voice processing products. The decrease in expense during the three and six month periods ended October 31, 2009 as compared to the corresponding periods in fiscal 2009 was largely driven by the reduction in force that occurred during fiscal 2009 and subsequent attrition.  As a result of the reduction, we experienced a decline in payroll and related expenses totaling $0.3 million and $0.8 million during the three and six months ended October 31, 2009, respectively.  The reductions in headcount also lead to reductions in travel and other expenses that are largely driven by headcount totaling $0.2 million and $0.3 million for the three and six months ended October 31, 2009, respectively.  We also experienced a $0.1 million and $0.2 million decline in stock-based compensation attributable to employees in the research and development organization during the three and six months ended October 31, 2009, respectively, and $0.2 million decline in reduction-in-force related costs in both the three and six month periods ended October 31, 2009, respectively, due to the fiscal 2009 reduction in force.  See the discussions in the Stock-based Compensation and Reduction in Force sections below. These decreases were partially offset by increases in outside consulting costs to help supplement the post reduction workforce of $0.2 million and $0.4 million for the three and six months ended October 31, 2009, respectively.  We expect research and development expenses to decrease in the third quarter of fiscal 2010 as a result of reduction in force that was completed in November 2009.

General and Administrative.

	Three months ended October 31,						Six months ended October 31,						Change From Prior Year
$s in thousands	2009			2008			2009			2008			3 Month Period			6 Month Period
General & Administrative Expense	$	1,533		$	2,100		$	3,003		$	4,155		$	(567	)	$	(1,152	)
% of Revenue	29.8		%	50.9		%	26.7		%	48.0		%	(21.1		)%pts	(21.3		)%pts

General and administrative expenses primarily consist of personnel costs for corporate officers, finance and human resources personnel, as well as insurance, legal, accounting and consulting costs.  The decrease in general and administrative expense in the three and six months ended October 31, 2009 was largely due to $0.3 million of reduction in force expenses in fiscal 2009, for which there was no corresponding expenditures in fiscal 2010.  We also experienced decreases in professional fees of $0.1 million and $0.2 million, respectively.  The decline in professional fees was due in part to not having to have our SOX compliance program independently attested to for fiscal 2009 or 2010 due to our change in status to a small reporting company in fiscal 2009.  Professional fees also declined due to the favorable resolution of our two outstanding legal matters in the fourth quarter and decreased activity on the remaining outstanding legal matter.  We also experienced a $0.1 million and $0.2 million decline in compensation expenses for the three and six months ended October 31, 2009, respectively, due in large part to the impacts of the reduction in force in the general and administrative organizations conducted in fiscal 2009.  As part of our overall effort to control variable spending, spending on outside services in the six months ended October 31, 2009 declined by approximately $0.1 million.    We expect general and administrative expenses to be relatively flat in the third quarter of fiscal 2010.

Stock-based Compensation.

Stock-based compensation expense recognized in fiscal 2010 and 2009 was as follows:

	Three months ended October 31,				Six months ended October 31,
$s in thousands	2009		2008		2009		2008
Cost of Sales	$	46	$	57	$	88	$	152
Sales and marketing	107		245		237		387
Research and development	96		144		165		374
General and administrative	348		280		493		508
Total	$	597	$	726	$	983	$	1,421

The decrease in stock based compensation for the three and six months ended October 31, 2009 is due to two key factors.  First and foremost is the reduction in options outstanding and therefore stock compensation linked to the reductions in force that occurred since the end of the second quarter of fiscal 2009.  The second key element of the decline is linked to the timing of option grants. As compensation related to older options, which were granted at higher fair values per share due to the stock price at the time of grant, become fully amortized, they are being replaced by newer option grants which are being issued at lower fair values due largely to the decline in our stock price.   We expect to continue to experience a declining level of expense related to stock compensation.

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Reduction in Force and Related Charges.

		Three months ended October 31,					Six months ended October 31,
$s in thousands		2009			2008		2009			2008
Cost of Sales	��	$	(5	)	$	31	$	(5	)	$	31
Sales and marketing		(13		)	234		(13		)	234
Research and development		(12		)	243		(12		)	243
General and administrative		—			374		—			374
Total		$	(30	)	$	882	$	(30	)	$	882

In the second quarter of fiscal 2009, we incurred a charge of $0.9 million related to the reduction in force and related charges undertaken in an effort to reduce spending levels to coincide with the more recent declines we had experienced in our revenue.  The reduction in force resulted in approximately a 15%  reduction in our worldwide headcount and the vacating of approximately 20% of the space in our Mountain View headquarters.  The space vacated is currently being marketed for sublease.  In the second quarter of fiscal 2010, approximately $30,000 of accrued outplacement services lapsed unused and were reversed to the same financial line that they were originally reported in fiscal 2009.

Other Income (Expense), Net.

	Three months ended October 31,						Six months ended October 31,						Increase (Decrease) From Prior Year,
$s in thousands	2009			2008			2009			2008			3 Month Period			6 Month Period
Other income (expense), net	$	44		$	(253	)	$	(649	)	$	(329	)	$	297		$	(320	)
% of Revenue	0.9		%	(6.1		)%	(5.8		)%	(3.8		)%	7.0		%pts	(2.0		)%pts

Other income (expense), net consists of interest income on our invested cash and cash equivalent balances, foreign currency activities, and a nominal amount of interest expense. The increase in other income (expense), net for the three months ended October 31, 2009 was primarily attributable to reduced impairment losses on one of our auction rate securities partially offset by lower average cash balances as well as lower average returns on our invested cash due to the shift in our investment portfolio from auction rate securities to more liquid money market funds.  The decrease in other income (expense), net for the six months ended October 31, 2009 was primarily attributable to impairment losses recognized on one of our auction rate securities in the first quarter of fiscal 2010,  as well as the declining cash balances and lower average returns on the invested cash.

Income Taxes.

	Three monthsended October 31,						Six monthsended October 31,						Decrease FromPrior Year,
$s in thousands	2009			2008			2009			2008			3 Month Period			6 Month Period
Provision for (benefit from) income taxes	$	14		$	97		$	47		$	136		$	(83	)	$	(89	)
% of Revenue	0.3		%	2.4		%	0.4		%	1.5		%	(2.1		)%pts	(1.1		)%pts

Income taxes consist of federal, state and foreign income taxes. The effective tax rate for the three and six month periods ending October 31, 2009 and 2008 were less than 1%.  The effective tax rate for the three and six month periods ending October 31, 2009 and 2008 reflected our establishment of a full valuation allowance against our deferred tax assets, including our net operating loss carryforwards.  As a result of this valuation allowance, our tax expense for the all periods presented is limited to certain minor state and foreign tax jurisdictions where we report limited profits.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2009 and April 30, 2009, we had cash and cash equivalents and investments totaling $38.0 million and $43.0 million, respectively. Of these, as of October 31, 2009, we had cash and cash equivalents of $37.9 million as compared to $38.6 million at April 30, 2009, and we had $0.1 million and $4.4 million of long-term investments as of October 31, 2009 and April 30, 2009, respectively.  In August 2009, we renewed our $2 million line of credit facility with our bank.  The line of credit expires on July 31, 2010 and carries substantially the same terms as the old line of credit.   There were no amounts outstanding under the line as of October 31, 2009.

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Since March 1997, we have satisfied the majority of our liquidity requirements through cash flow generated from operations, funds received from stock issued under our various stock plans and the proceeds from our initial and follow-on public offerings in fiscal 2000.

	Six months ended October 31,
	2009			2008
Cash flow from operating activities	$	(429	)	$	(8,087	)

The net use of cash in operations for the first half of fiscal 2010 was primarily attributable to the $8.3 million net loss experienced for the six months of fiscal 2010, which was largely driven by softness in demand for our voice products as compared to our historical levels.  Although we have attempted to reduce our operating expenses by means of reductions in our workforce and tighter control over discretionary spending during the last two years, the resulting savings in cash outflows have not been sufficient to offset the reduction in cash inflows from collection of declining product revenue. Through our efforts to reduce our spending on operating expenses, we believe that we have been able to create an environment in which our legacy business in the TDM and VoIP communications equipment are operating at approximately cash flow break even and that the level of cash used in operations is primarily linked to the investments we are making in our new toktok and mStage product offerings.

Our accounts receivable days sales outstanding at October 31, 2009 was approximately 33 days compared to 79 days at April 30, 2009.  The volatility in our days sales outstanding continues to be impacted by a non-linear pattern in our revenues and longer payment cycles attributable to our international customers.

We expect cash flows from operations to continue to be a use due to our continued operating losses.

	Six months ended October 31,
	2009			2008
Cash flow from investing activities	$	(331	)	$	15,110

We used $0.3 million in cash in our investing activities in the first half of fiscal 2010.  This cash usage was attributable to the purchase of fixed assets in preparation for our product launch of toktok and mStage later in fiscal 2010 as well as the cost associated with entering into the exclusive distribution agreement with Simulscribe which was offset by the sale of one of our last two remaining auction rate securities.

	Six months ended October 31,
	2009		2008
Cash flow from financing activities	$	53	$	134

The cash flow from financing activities in the first half of fiscal 2010 was due to funds received from the employee stock purchase plan and stock option exercises.   We expect to continue to have modest positive cash flows from financing activities due to employee stock plan activity.

We have no material commitments other than obligations under operating leases, particularly our facility leases and normal purchases of inventory, capital equipment and operating expenses, such as materials for research and development and consulting and our note payable as a result of our exclusive distribution agreement with Simulscribe.  We currently lease approximately 61,000 square feet of space in the two buildings that form our Mountain View, California headquarters.  In September 2005, we renegotiated our Mountain View, California lease, which extended the lease term through July 31, 2011 and reduced the rent cost.  In September 2009, we issued a note payable to Simulscribe in the amount of $3.5 million, as described above.  Our contractual obligations as of October 31, 2009 did not change materially from April 30, 2009, and were as follows (in thousands):

	Payments due by period
Contractual Obligations	Total		Less than1 year		2 to 3years		4 to 5years		Over 5years
Operating leases	$	1,904	$	533	$	1,371	$	—	$	—
Purchase commitments	1,038		1,038		—		—		—
Note payable associated with exclusive distribution agreement	3,500		—		3,500		—		—
Total	$	6,442	$	1,571	$	4,871	$	—	$	—

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Our total contractual commitments as of April 30, 2009, were by year in which they become due were as follows (in thousands):

	Payments due by period
Contractual Obligations	Total		Less than1 year		2 to 3years		4 to 5years		Over 5years
Operating leases	$	2,429	$	1,058	$	1,371	$	—	$	—
Purchase commitments	1,585		1,585		—		—		—
Total	$	4,014	$	2,643	$	1,371	$	—	$	—

We believe that we will be able to satisfy our cash requirements for at least the next twenty four months from our existing cash, short-term and long-term investments.  The ability to fund our operations beyond the next twenty four months will be dependent on the overall demand of telecommunications providers for new capital equipment. Should we continue to experience significantly reduced levels of customer demand for our products compared to historical levels of purchases, we could need to find additional sources of cash during the latter part of fiscal 2011 or be forced to further reduce our spending levels to protect our cash reserves.

Future Growth and Operating Results Subject to Risk

Our business and the value of our stock are subject to a number of risks, which are set out below. If any of these risks actually occur, our business, financial condition or operating results could be materially adversely affected, which would likely have a corresponding impact on the value of our common stock. These risk factors should be carefully reviewed.

WE DEPEND ON A LIMITED NUMBER OF CUSTOMERS, THE LOSS OF ANY ONE OF WHICH COULD CAUSE OUR REVENUE TO DECREASE.

Our revenue historically has come from a small number of customers. Our five largest customers accounted for approximately 75% of our revenue in first half of fiscal 2010 and 60% and 68% of our revenue in fiscal 2009 and 2008, respectively. Our largest customer in the first quarter of fiscal 2010 accounted for approximately 28% of our revenue in the first quarter of fiscal 2010 as compared to our largest customer in fiscal 2009 and 2008, which accounted for 22% and 35% of our revenue in fiscal 2009 and 2008, respectively. A customer may stop buying our products or significantly reduce its orders for our products for a number of reasons, including the acquisition of a customer by another company, a delay in a scheduled product introduction, completion of a network expansion or upgrade, or a change in technology or network architecture. If this happens, our revenue could be greatly reduced, which would materially and adversely affect our business, including but not limited to exposing us to excess inventory levels due to declines in anticipated sales levels. In addition, our customer concentration exposes us to credit risk as, for example, 67% of our accounts receivable balance at October 31, 2009 was from four customers.

Since the beginning of calendar year 2004, North American telecommunication service providers have been involved in a series of merger and acquisition activities and some affected telecommunication service providers are still assessing the network technology and deployment plans. In any merger, product purchases for network deployment may be reviewed, postponed or canceled based on revised plans for technology or network expansion for the merged entity. More recently, we have also experienced changes in buying patterns due to carrier transitions from their legacy TDM/networks to VoIP networks and the impact of the world-wide economic and credit crisis.  These more recent factors have directly impacted the timing and magnitude of carrier’s buying patterns, as they are closely watching their capital spending and are looking to minimize their investment in their legacy network configurations but have been slow to deploy large scale VoIP networks.  Until carrier transition strategies from their legacy TDM/networks to VoIP networks get clarified and the economic and credit markets return to a more normal state, our revenue could be more volatile due to timing issues around large customer purchases.

RECENT WORLDWIDE MARKET TURMOIL MAY ADVERSELY AFFECT OUR CUSTOMERS WHICH DIRECTLY IMPACTS OUR BUSINESS AND RESULTS OF OPERATIONS.

Our operations and performance depend on our customers having adequate resources to purchase our products and services. The unprecedented turmoil in the global markets and the global economic downturn generally continues to adversely impact our customers and potential customers. These market and economic conditions have continued to deteriorate despite government intervention globally, and may remain volatile and uncertain for the foreseeable future. Customers have altered and may continue to alter their purchasing and payment activities in response to deterioration in their businesses, lack of credit, economic uncertainty and concern about the stability of markets in general, and these customers may reduce, delay or terminate purchases of, and payment for, our products and services. If we are unable to adequately respond to changes in demand resulting from deteriorating market and economic conditions, our financial condition and operating results may be materially and adversely affected.

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IN PERIODS OF WORSENING ECONOMIC CONDITIONS, OUR EXPOSURE TO CREDIT RISK AND PAYMENT DELINQUENCIES ON OUR ACCOUNTS RECEIVABLE SIGNIFICANTLY INCREASES.

A substantial majority of our outstanding accounts receivables are not secured. In addition, our standard terms and conditions permit payment within a specified number of days following the receipt of our product. While we have procedures to monitor and limit exposure to credit risk on our receivables, there can be no assurance such procedures will effectively limit our credit risk and avoid losses. As economic conditions deteriorate, certain of our customers have faced and may face liquidity concerns and have delayed and may delay or may be unable to satisfy their payment obligations, which would have a material adverse effect on our financial condition and operating results.

OUR CASH AND CASH EQUIVALENTS AND OUR SHORT AND LONG-TERM INVESTMENTS COULD BE ADVERSELY AFFECTED IF THE FINANCIAL INSTITUTIONS IN WHICH WE HOLD THESE FUNDS FAIL.

We maintain the cash and cash equivalents and our short and long-term investments with reputable major financial institutions. Deposits with these banks exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. While we monitor daily the cash balances in the operating accounts and adjust the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which we deposit fails or is subject to other adverse conditions in the financial or credit markets. To date we have experienced no loss or lack of access to our invested cash or cash equivalents (other than our auction rate securities which are classified as long-term investments); however, we can provide no assurance that access to our invested balances will not be impacted by adverse conditions in the financial and credit markets.

WE ARE RELIANT PRIMARILY ON OUR VOICE QUALITY BUSINESS TO GENERATE REVENUE GROWTH AND PROFITABILITY, WHICH COULD LIMIT OUR RATE OF FUTURE REVENUE GROWTH.

We expect that, at least through fiscal 2010, our primary business will be the design, development and marketing of voice processing products. However, the relatively small size of the overall echo cancellation portion of the voice market, which is where we have derived the majority of our revenue to date, could limit the rate of growth of our business. In addition, certain telecommunication service providers may utilize different technologies, such as VoIP, which would further limit demand for products we sold in the last few fiscal years, which are deployed in mobile and wireline networks. Although fiscal 2008 was the first year in which revenue from our Packet Voice Processor (PVP) targeted at the VoIP market was greater than 10% of our total revenue, due to the slower than anticipated market transition to VoIP networks and the protracted nature of customer evaluation of our VoIP platform, sales of our PVP product have been volatile from quarter to quarter.  As such, there is no guarantee that revenue from our PVP product in any given quarter will continue to exceed 10% of our total revenue or that we will continue to be successful in selling the PVP in volume into those VoIP networks.

IF WE DO NOT SUCCESSFULLY DEVELOP AND INTRODUCE NEW PRODUCTS, OUR PRODUCTS MAY BECOME OBSOLETE WHICH COULD CAUSE OUR SALES TO DECLINE.

We operate in an industry that experiences rapid technological change, and if we do not successfully develop and introduce new products and our existing products become obsolete, our revenues will decline. Even if we are successful in developing new products, we may not be able to successfully produce or market our new products in commercial quantities, or increase our overall sales levels. These risks are of particular concern when a new generation product is introduced. For example, the growth of our company is substantially dependent on the successful commercial launch of our mStage and toktok products, which have not yet been made commercially available.  If these products do not receive substantial commercial acceptance, the ability to grow our business will be adversely impacted.  In addition, although we have experienced substantial revenue from our VQA products over the last few fiscal years, there is no guarantee that our VQA products will continue to meet the expectations of new potential customers or that customers will continue to invest heavily in traditional TDM/wireline network infrastructure. As such, the timing of our realization of any additional revenues from the VQA platforms could be delayed or not materialize at all.

The PVP, which has only experienced modest levels of production shipments to date, provides voice processing functionality to enable the deployment of end-to-end VoIP services. This is the first packet-based product developed by us. The product may not achieve broad market acceptance due to feature or capabilities mismatches with customer requirements, product pricing, or limitations of our sales and marketing organizations to properly interact with customers to communicate the benefits of the product.

We must devote a substantial amount of resources in order to develop and achieve commercial acceptance of our new products, most recently our mStage and toktok products. Our new and/or existing products may not be able to address evolving demands in the telecommunications market in a timely or effective way. Even if they do, customers in these markets may purchase or otherwise implement competing products.

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AS WE MODIFY OUR CORE ALGORITHMS FOR USE IN OTHER ELEMENTS OF COMMUNICATIONS NETWORKS, THERE IS NO GUARANTEE THAT WE WILL BE SUCCESSFUL IN CAPTURING MARKET SHARE OR THAT IT WILL NOT ADVERSELY IMPACT THE SALE OF OUR EXISTING PRODUCTS.

We have begun to work with equipment providers for other elements of communications networks, most notably Bluetooth headset providers, to license our voice algorithms for use in their devices.  Although we believe that porting our algorithms to these new devices will not be a material undertaking, there is no guarantee that we will be successful in the porting efforts or that we will gain market acceptance.  In addition, as the barriers to entry related to technology embedded in Bluetooth devices are low, there is no guarantee that our competitors, who may have more resources and/or market presence, will not enhance their offerings to compete directly with our technology.  Further, there is no guarantee that if and when our algorithms become adopted in other portions of the communications network that they will not reduce the demand for our existing voice processing platforms, which could adversely impact our revenues and increase the risk for excess or obsolete inventory in our existing platforms.

THERE IS NO GUARANTEE THAT OUR DEVELOPMENT EFFORTS ON OUR NEW MSTAGE PRODUCT WILL BE COMPLETED IN THE DESIRED TIME FRAME OR THAT WE WILL EXPERIENCE THE DESIRED CUSTOMER DEMAND AND DIVERSIFICATION FROM OUR MID-CALL SERVICE PRODUCTS.

Although we have received positive feed back from the market related to our recent mid-call service product announcements, including most recently our announced exclusive distribution agreement for voice to text transcription services, there is no guarantee that we will be successful in our development efforts or that they will be completed in a timely enough manner to generate meaningful levels of revenue. Further there is no guarantee that we will capture the desired market share before our competitors attempt to introduce competing technology.  In addition, there is no guarantee that the market will embrace the use of any or all of the mid-call service product that we are bringing to market, such as our voice interface to interact with web applications like social networking and IM on-demand, during a phone call, or our voice to text transcription services, which also could lead to actual revenue from this new product offering not achieving our expectations. If we fail to generate meaningful revenue from our new products in development and our exclusive distribution agreement for transcription services, we may not be able to recoup our investment in these products and, further, our ability to become profitable may be adversely impacted.

WE ACT AS THE SOLE DISTRIBUTOR OF SIMULSCRIBE TRANSCRIPTION SERVICES TO WHOLESALE CUSTOMERS, AND IF WE DO NOT RECEIVE THE LEVEL OF SUPPORT WE EXPECT FROM SIMULSCRIBE, IT COULD ADVERSELY AFFECT OUR MID-CALL SERVICES BUSINESS.

In September 2009, we entered into an exclusive world-wide distribution agreement with Simulscribe LLC to sell their transcription services to wholesale customers (including but not limited to wireline and wireless carriers, and voice mail service providers). The agreement has an initial term of four years.  Although the agreement has strong financial penalties if Simulscribe does not perform pursuant to the terms of the agreement, we are at risk if Simulscribe were to fail to: 1) adequately maintain its network infrastructure and workforce used to deliver the transcription services; 2) meet service level requirements negotiated with the wholesale customers; 3) adequately protect its intellectual property rights; and/or 4) exercise due care over its obligations to keep data being transcribed confidential.  If any or all of these risks were to materialize, it could not only adversely impact our transcription service revenue but could also adversely impact our other mid-call service product revenues, such as toktok, should wholesale customers lose confidence in our overall service offering.

OUR OPERATING RESULTS HAVE FLUCTUATED SIGNIFICANTLY IN THE PAST, AND WE ANTICIPATE THAT THEY MAY CONTINUE TO DO SO IN THE FUTURE, WHICH COULD ADVERSELY AFFECT OUR STOCK PRICE.

Our quarterly operating results have fluctuated significantly in the past and may fluctuate in the future as a result of several factors, some of which are outside of our control. If revenue significantly declines, as we experienced in fiscal 2008 and fiscal 2009, our operating results will be adversely affected because many of our expenses are relatively fixed. In particular, sales and marketing, research and development and general and administrative expenses do not change significantly with variations in revenue in a quarter. Adverse changes in our operating results could adversely affect our stock price. For example, we have experienced delays in customers finalizing contracts and/or issuing purchase orders, which have resulted in revenues slipping out of the quarter in which we had expected to recognize them. This resulted in revenue shortfalls from investor expectations during several quarters over the last 24 months and ultimately resulted in us experiencing declines in our stock price following the announcement of these revenue shortfalls.

OUR REVENUE MAY VARY FROM PERIOD TO PERIOD.

Factors that could cause our revenue to fluctuate from period to period include:

·      changes in capital spending in the telecommunications industry and larger macroeconomic trends, including but not limited to the impacts of the current world-wide economic crisis;

·       the timing or cancellation of orders from, or shipments to, existing and new customers;

·       the loss of, or a significant decline in orders from, a customer;

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·       delays outside of our control in obtaining necessary components from our suppliers;

·       delays outside of our control in the installation of products for our customers;

·       the timing of new product and service introductions by us, our customers, our partners or our competitors;

·       delays in timing of revenue recognition, due to new contractual terms with customers;

·       competitive pricing pressures;

·       variations in the mix of products offered by us; and

·       variations in our sales or distribution channels.

Sales of our products typically come from our major customers ordering large quantities when they deploy a switching center. Consequently, we may get one or more large orders in one quarter from a customer and then no orders in the next quarter. As a result, our revenue may vary significantly from quarter to quarter.

Our customers may delay or rescind orders for our existing products in anticipation of the release of our or our competitors’ new products, due to merger and acquisition activity or if they are unable to secure sufficient credit to enable their purchases. Further, if our or our competitors’ new products substantially replace the functionality of our existing products, our existing products may become obsolete, which could result in inventory write-downs, and/or we could be forced to sell them at reduced prices or even at a loss.

In addition, the sales cycle for our products is typically lengthy. Before ordering our products, our customers perform significant technical evaluations, which typically last up to 90 days or more for our base echo cancellation systems and up to 180 days or more for our newer VQA and PVP product offerings. Once an order is placed, delivery times can vary depending on the product ordered and the timing of installations or product acceptance may be delayed by our customers. As a result, revenue forecasted for a specific customer for a particular quarter may not occur in that quarter. Further, in a fiscal quarter for which we enter the quarter with a small backlog relative to our revenue target, we are at heightened risk for the factors noted above as we are more dependent on the generation of new orders within the quarter to meet the revenue targets. Because of the potentially large size of our customers’ orders, this would adversely affect our revenue for the quarter.

OUR EXPENSES MAY VARY FROM PERIOD TO PERIOD.

Many of our expenses do not vary with our revenue. Factors that could cause our expenses to fluctuate from period to period include:

·       the extent of marketing and sales efforts necessary to promote and sell our products;

·      the timing and extent of our research and development efforts;

·      the availability and cost of key components for our products; and

·      the timing of personnel hiring.

If we incur these additional expenses in a quarter in which we do not experience increased revenue, our operating results would be adversely affected.

WE OPERATE IN AN INDUSTRY EXPERIENCING RAPID TECHNOLOGICAL CHANGE, WHICH MAY MAKE OUR PRODUCTS OBSOLETE.

Our future success will depend on our ability to develop, introduce and market enhancements to our existing products and to introduce new products in a timely manner to meet our customers’ requirements. The markets we target are characterized by:

·       rapid technological developments;

·       frequent enhancements to existing products and new product introductions;

·       changes in end user requirements; and

·       evolving industry standards.

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WE MAY NOT BE ABLE TO RESPOND QUICKLY AND EFFECTIVELY TO RAPID TECHNOLOGICAL CHANGES IN OUR INDUSTRY.     The emerging nature of these products and their rapid evolution will require us to continually improve the performance, features and reliability of our products, particularly in response to competitive product offerings. We may not be able to respond quickly and effectively to these developments. The introduction or market acceptance of products incorporating superior technologies or the emergence of alternative technologies and new industry standards could render our existing products, as well as our products currently under development, obsolete and unmarketable. In addition, we may have only a limited amount of time to penetrate certain markets, and we may not be successful in achieving widespread acceptance of our products before competitors offer products and services similar or superior to our products. We may fail to anticipate or respond on a cost-effective and timely basis to technological developments, changes in industry standards or end user requirements. We may also experience significant delays in product development or introduction. In addition, we may fail to release new products or to upgrade or enhance existing products on a timely basis.

WE MAY NEED TO MODIFY OUR PRODUCTS AS A RESULT OF CHANGES IN INDUSTRY STANDARDS.    The emergence of new industry standards, whether through adoption by official standards committees or widespread use by service providers, could require us to redesign our products. If these standards become widespread, and our products are not in compliance with these standards, our current and potential customers may not purchase our products. The rapid development of new standards increases the risk that our competitors could develop and introduce new products or enhancements directed at new industry standards before us.

ACQUISITIONS AND INVESTMENTS MAY ADVERSELY AFFECT OUR BUSINESS.

From time to time, we review acquisition and investment prospects that would complement our existing product offerings, augment our market coverage, secure supplies of critical materials or enhance our technological capabilities. Acquisitions or investments could result in a number of financial consequences, including:

·       potentially dilutive issuances of equity securities;

·       large one-time write-offs;

·       reduced cash balances and related interest income;

·       higher fixed expenses which require a higher level of revenues to maintain gross margins;

·       the incurrence of debt and contingent liabilities; and

·       amortization expenses related to acquisition related intangible assets and impairment of goodwill.

Furthermore, acquisitions involve numerous operational risks, including:

·       difficulties in the integration of operations, personnel, technologies, products and the information systems of the acquired companies;

·       diversion of management’s attention from other business concerns;

·       diversion of resources from our existing businesses, products or technologies;

·       risks of entering geographic and business markets in which we have no or limited prior experience; and

·       potential loss of key employees of acquired organizations.

WE ANTICIPATE THAT AVERAGE SELLING PRICES FOR OUR PRODUCTS WILL DECLINE IN THE FUTURE, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO BE PROFITABLE.

We expect that the price we can charge our customers for our products will decline as new technologies become available, as we expand the distribution of products through value-added resellers and distributors internationally and as competitors lower prices either as a result of reduced manufacturing costs or a strategy of cutting margins to achieve or maintain market share. If this occurs, our operating results will be adversely affected. We expect price reductions to be more pronounced due to our planned expansion internationally. While we intend to reduce our manufacturing costs in an attempt to maintain our margins and to introduce enhanced products with higher selling prices, we may not execute these programs on schedule. In addition, our competitors may drive down prices faster or lower than our planned cost reduction programs. Even if we can reduce our manufacturing costs, many of our operating costs will not decline immediately if revenue decreases due to price competition.

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In order to respond to increasing competition and our anticipation that average-selling prices will decrease, we are attempting to reduce manufacturing costs of our new and existing products. If we do not reduce manufacturing costs and average selling prices decrease, our operating results will be adversely affected.

WE USE PRIMARILY ONE CONTRACT MANUFACTURER TO MANUFACTURE OUR PRODUCTS, AND IF WE LOSE THE SERVICES OF THIS MANUFACTURER THEN WE COULD EXPERIENCE INCREASED MANUFACTURING COSTS AND PRODUCTION DELAYS

Manufacturing is currently outsourced to primarily one contract manufacturer. We believe that our current contract manufacturing relationship provides us with competitive manufacturing costs for our products. However, recently the down turn in business, not only from Ditech but other customers, has required one of our contract manufacturers to scale down production and consolidate some of its operations.  As a result, production of our products will now be shifted to a new plant.  This change in production location, combined with the very limited production levels that Ditech is currently projecting for this contract manufacturer, could result in longer lead times for production runs, which could be detrimental to us if we have unexpected spikes in demand which require quick production turn around times.  Further, if we or these contract manufacturers terminate our relationships, or if we otherwise establish new relationships, we may encounter problems in the transition of manufacturing to another contract manufacturer, which could temporarily increase our manufacturing costs and cause production delays.

IF WE LOSE THE SERVICES OF ANY OF OUR KEY MANAGEMENT OR KEY TECHNICAL PERSONNEL, OR ARE UNABLE TO RETAIN OR ATTRACT ADDITIONAL TECHNICAL PERSONNEL, OUR ABILITY TO CONDUCT AND EXPAND OUR BUSINESS COULD BE IMPAIRED.

We depend heavily on key management and technical personnel for the conduct and development of our business and the development of our products. However, there is no guarantee that if we lost the services of one or more of these people for any reason, that it would not adversely affect our ability to conduct and expand our business and to develop new products. We believe that our future success will depend in large part upon our continued ability to attract, retain and motivate highly skilled technical employees. However, we may not be able to do so.

WE FACE INTENSE COMPETITION, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO MAINTAIN OR INCREASE SALES OF OUR PRODUCTS.

The markets for our products are intensely competitive, continually evolving and subject to rapid technological change. We may not be able to compete successfully against current or future competitors. Certain of our customers also have the ability to internally produce the equipment that they currently purchase from us. In these cases, we also compete with their internal product development capabilities. We expect that competition will increase in the future. We may not have the financial resources, technical expertise or marketing, manufacturing, distribution and support capabilities to compete successfully.

We face competition from two direct manufacturers of stand-alone voice processing products, Tellabs and Dialogic Communications (formerly Natural Microsystems). The other competition in these markets comes from voice switch manufacturers. These switch manufacturers do not sell voice processing products or compete in the stand-alone voice processing product market, but they integrate voice processing functionality within their switches, either as hardware modules or as software running on chips. A more widespread adoption of internal voice processing solutions would present an increased competitive threat to us, if the net result was the elimination of demand for our voice processing system products.

We believe we will face competition for our Voice Applications initiative.  Independent software vendors could develop competing applications.  These independent software companies have access to the necessary technology to develop competing applications.  In addition, some of these independent software vendors have more experience with voice recognition technology.

Many of our competitors and potential competitors have long-standing relationships with our existing and potential customers, and have substantially greater name recognition and technical, financial and marketing resources than we do. These competitors may undertake more extensive marketing campaigns, adopt more aggressive pricing policies and devote substantially more resources to developing new products than we will.

WE DO NOT HAVE THE RESOURCES TO ACT AS A SYSTEMS INTEGRATOR, WHICH MAY BE REQUIRED TO WIN DEALS WITH SOME LARGE U.S. AND INTERNATIONAL TELECOMMUNICATIONS SERVICES COMPANIES.

When implementing significant technology upgrades, large U.S. and international telecommunications services companies often require one major equipment supplier to act as a “systems integrator” to ensure interoperability of all the network elements. Normally the system integrator would provide the most crucial network elements and also take responsibility for the interoperation of their own equipment with the equipment provided by other suppliers. We are not in a position to take such a lead system integrator position and therefore we may have to partner with a system integrator (other, much larger, telecommunication equipment supplier) to have a chance to win business with certain customers. As a result, we may experience delays in revenue because it could take a long time to agree to terms with the necessary system integrator and the terms may reduce our profitability for that transaction. Moreover, there is no guarantee that we will reach agreement with a system integrator.

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IF INCUMBENT AND EMERGING COMPETITIVE SERVICE PROVIDERS AND THE TELECOMMUNICATIONS INDUSTRY AS A WHOLE EXPERIENCE A DOWNTURN OR REDUCTION IN GROWTH RATE, THE DEMAND FOR OUR PRODUCTS WILL DECREASE, WHICH WILL ADVERSELY AFFECT OUR BUSINESS.

Our success will continue to depend in large part on development, expansion and/or upgrade of voice and communications networks. We are subject to risks of growth constraints due to our current and planned dependence on U.S. and international telecommunications service providers. These potential customers may be constrained for a number of reasons, including their limited capital resources, economic conditions, changes in regulation and mergers or consolidations which we have seen in North America since calendar year 2004. New service providers (e.g., Skype, Google and Yahoo) are beginning to compete against our traditional customers with new business models that are substantially reducing the prices charged to end users. This competition may force network operators to reduce capital expenditures, which could reduce our revenue.

WE MAY EXPERIENCE UNFORESEEN PROBLEMS AS WE DIVERSIFY OUR INTERNATIONAL CUSTOMER BASE, WHICH WOULD IMPAIR OUR ABILITY TO GROW OUR BUSINESS.

Historically, we have sold mostly to customers in North America. We are continuing to execute on our plans to expand our international presence through the establishment of new relationships with established international value-added resellers and distributors. However, we may still be required to hire additional personnel for the overseas market, may invest in markets that ultimately generate little or no revenue, and may incur other unforeseen expenditures related to our international expansion. Despite these efforts, to date our expansion overseas has met with success in only a few markets and there is no guarantee of future success.

As we expand our sales focus farther into international markets, we will face new and complex issues that we may not have faced before, such as expanded risk to currency fluctuations, longer payment cycles, manufacturing overseas, political or economic instability, potential adverse tax consequences and broadened import/export controls, which will put additional strain on our management personnel. In the past, the vast majority of our international sales have been denominated in U.S. dollars; however, in the future, we may be forced to denominate a greater amount of international sales in foreign currencies, which may expose us to greater exchange rate risk.

The number of installations we will be responsible for may increase as a result of our continued international expansion and recognition of revenue may be dependent on product acceptances that are tied to completion of the installations. In addition, we may not be able to establish more relationships with international value-added resellers and distributors. If we do not, our ability to increase sales could be materially impaired.

SOME OF THE KEY COMPONENTS USED IN OUR PRODUCTS ARE CURRENTLY AVAILABLE ONLY FROM SOLE SOURCES, THE LOSS OF WHICH COULD DELAY PRODUCT SHIPMENTS.

We rely on certain suppliers as the sole source of certain key components that we use in our products. For example, we rely on Texas Instruments as the sole source supplier for the digital signal processors used in our echo cancellation and voice enhancement products. We have no guaranteed supply arrangements with our suppliers. Any extended interruption in the supply of these components would affect our ability to meet scheduled deliveries of our products to customers. If we are unable to obtain a sufficient supply of these components, we could experience difficulties in obtaining alternative sources or in altering product designs to use alternative components.

Resulting delays or reductions in product shipments could damage customer relationships, and we could lose customers and orders. Additionally, because these suppliers are the sole source of these components, we are at risk that adverse increases in the price of these components could have negative impacts on the cost of our products or require us to find alternative, less expensive components, which would have to be designed into our products in an effort to avoid erosion in our product margin.

WE NOW LICENSE OUR ECHO CANCELLATION SOFTWARE FROM TEXAS INSTRUMENTS, AND IF WE DO NOT RECEIVE THE LEVEL OF SUPPORT WE EXPECT FROM TEXAS INSTRUMENTS, IT COULD ADVERSELY AFFECT OUR ECHO CANCELLATION SYSTEMS BUSINESS.

In April 2002, we sold our echo cancellation software technology and future revenue streams from our licenses of acquired technology to Texas Instruments, in return for cash and a long-term license of the echo cancellation software. The license had an initial four-year royalty-free period after which, in March 2006, we (1) extended the royalty-free period through December 31, 2007 for certain legacy DSPs purchased from TI primarily to support our remaining warranty obligation for our end-of-life products and (2) negotiated new pricing based on the purchase of DSPs bundled with the echo software for our current products. Although the licensing agreement has strong guarantees of support for the software used in our products, if Texas Instruments were to not deliver complete and timely support to us, our success in the echo cancellation systems business could be adversely affected.

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IF TEXAS INSTRUMENTS LICENSES ITS ECHO CANCELLATION SOFTWARE TO OTHER ECHO CANCELLATION SYSTEMS COMPANIES, THIS COULD INCREASE THE COMPETITIVE PRESSURES ON OUR ECHO CANCELLATION SYSTEMS BUSINESS.

If Texas Instruments licenses its echo cancellation software, that it acquired from us in April 2002, to other echo cancellation systems companies, it could increase the level of competition we face. By providing those companies with similar technological advantages to our product offering those companies might be able to compete on a more direct basis with us, which could adversely affect our success in our echo cancellation systems business.

SOME SUPPLIERS OF KEY COMPONENTS MAY REDUCE THEIR INVENTORY LEVELS WHICH COULD RESULT IN LONGER LEAD TIMES FOR FUTURE COMPONENT PURCHASES AND ANY DELAYS IN FILLING OUR DEMAND MAY REDUCE OR DELAY OUR EXPECTED PRODUCT SHIPMENTS AND REVENUES.

Although we believe there are currently ample supplies of components for our products, it is possible that in the near-term component manufacturers may reduce their inventory levels and require firm orders before they manufacture components. This reduction in stocking levels could lead to extended lead times in the future. If we are unable to procure our planned quantities of materials from all prospective suppliers, and if we cannot use alternative components, we could experience revenue delays or reductions and potential harm to customer relationships.

IF WE ARE UNSUCCESSFUL IN MANUFACTURING PRODUCTS THAT COMPLY WITH ENVIRONMENTAL REQUIREMENTS, IT MAY LIMIT OUR ABILITY TO SELL IN REGIONS ADOPTING THESE REQUIREMENTS.

As part of our ISO 14001-certified management system and our overall commitment to the environment we are investigating the requirements set forth by the RoHS directive. Based on some independent industry benchmarking, and guidance offered by the UK’s Department of Trade and Industry, we believe that our product, telecommunication network infrastructure equipment, qualifies for the lead-in-solder exemption of the RoHS Directive. Consequently, we have obtained what is commonly called “5 of 6” compliance. We will continue to monitor the evolution of the EC/95 and related industry activities and will take appropriate action for those products that we sell into EU countries and territories. Moreover, we will continue to monitor the evolution of the EC/96 and related industry activities elsewhere in the world and will take appropriate action for those products that we sell into regions adopting new environmental standards. There is no guarantee that we will be successful in complying with these evolving environmental requirements or that the costs involved with compliance might be prohibitive. In either case, if we are unsuccessful in complying with these environmental requirements, it would limit our ability to sell into territories adopting new environmental requirements, which could impact our total revenue and overall results of operations.

OUR ABILITY TO COMPETE SUCCESSFULLY WILL DEPEND, IN PART, ON OUR ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, WHICH WE MAY NOT BE ABLE TO PROTECT.

We may rely on a combination of patents, trade secrets, copyright and trademark laws, nondisclosure agreements and other contractual provisions and technical measures to protect our intellectual property rights. Nevertheless, these measures may not be adequate to safeguard the technology underlying our products. In addition, employees, consultants and others who participate in the development of our products may breach their agreements with us regarding our intellectual property, and we may not have adequate remedies for any such breach. In addition, we may not be able to effectively protect our intellectual property rights in certain countries. We may, for a variety of reasons, decide not to file for patent, copyright or trademark protection outside of the United States. We also realize that our trade secrets may become known through other means not currently foreseen by us. Notwithstanding our efforts to protect our intellectual property, our competitors may be able to develop products that are equal or superior to our products without infringing on any of our intellectual property rights.

IN THE FUTURE WE MAY BE, SUBJECT TO SECURITIES CLASS ACTION LAWSUITS DUE TO DECREASES IN OUR STOCK PRICE.

We are at risk of being subject to securities class action lawsuits if our stock price declines substantially, similar to what happened in 2005. Although we were successful in that litigation, if our stock price declines substantially in the future, we may be the target of similar litigation.  Any future, securities litigation could result in substantial costs and divert management’s attention and resources, and could seriously harm our business.

WE CURRENTLY ARE, AND IN THE FUTURE MAY BE, SUBJECT TO ADDITIONAL SECURITIES LAWSUITS.

We are at risk that the current derivative action, which has received preliminary approval of a settlement, may not receive final settlement approval or that we may become subject to additional securities lawsuits in the future. Failure to receive final approval of the current settlement and/or any future, securities litigation could result in substantial costs and divert management’s attention and resources, and could seriously harm our business.

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OUR STOCK REPURCHASE SIGNIFICANTLY DECREASED OUR CASH RESOURCES AND MAY IMPAIR OUR ABILITY TO ACQUIRE OR DEVELOP ADDITIONAL TECHNOLOGIES.

In the second quarter of fiscal 2008, we completed the repurchase of over seven million shares of our common stock for a total cost of $41 million. As a result, we have significantly less cash resources, which may inhibit our ability to acquire companies or technologies, or develop new technologies, that we believe would be beneficial to our company and our stockholders. Further, if we experience a continued downturn in our business, we may need to rely on our cash reserves to fund our business during the period of the downturn which, if prolonged and severe, we may not be able to do.

OUR PRODUCTS EMPLOY TECHNOLOGY THAT MAY INFRINGE ON THE PROPRIETARY RIGHTS OF THIRD PARTIES, WHICH MAY EXPOSE US TO LITIGATION.

Although we do not believe that our products infringe the proprietary rights of any third parties, third parties may still assert infringement or invalidity claims (or claims for indemnification resulting from infringement claims) against us. If made, these assertions could materially adversely affect our business, financial condition and results of operations. In addition, irrespective of the validity or the successful assertion of these claims, we could incur significant costs in defending against these claims.

THERE IS RISK THAT OUR AUCTION RATE SECURITIES WILL NOT SETTLE AT AUCTION AND WE MAY EXPERIENCE ADDITIONAL OTHER THAN TEMPORARY DECLINES IN VALUE, WHICH WOULD CAUSE ADDITIONAL CHARGES TO BE REALIZED ON OUR STATEMENT OF OPERATIONS.

As of October 31, 2009, we held one B3 rated auction rate security (B3 rated ARS), totaling $10.0 million of par value, which failed to settle since the second quarter of fiscal 2008. Due to the prolonged nature of the decline in value of this auction rate security, the severity of the decline and no clear indication of when it might settle, we determined that the unrealized loss was no longer temporary. Therefore, we have recognized a total of $9.9 million of impairment charges in the consolidated statement of operations since the beginning of the fourth quarter of fiscal 2008 ($1.0 million in the first half of fiscal 2010). It is possible that we will never receive any amount for this auction rate security. As of November 30, 2009, we continued to hold this auction rate security, See Item 3 below for a further discussion of our auction rate securities.

Item 3—Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk due to changes in the general level of United States interest rates relates primarily to our cash equivalents and short-term and long-term investment portfolios. Our cash, cash equivalents and short-term and long-term investments are primarily maintained at four major financial institutions in the United States. As of October 31, 2009 and April 30, 2009, we did not hold any derivative instruments. The primary objective of our investment activities is the preservation of principal while maximizing investment income and minimizing risk, and we attempted to achieve this by diversifying our portfolio in a variety of highly rated investment securities that have limited terms to maturity. We do not hold any instruments for trading purposes.

Investment securities that have maturities of more than three months at the date of purchase but current maturities of less than one year and auction rate securities which prior to the fourth quarter of fiscal 2008 management has been able to liquidate on 7, 28 or 35 day auction cycles, are considered short-term investments. Those securities with maturities of greater than one year, including auction rate securities that failed to settle and which based on their nature do not appear likely to settle in the near term, are classified as long-term investments. Short and long-term investments consist primarily of auction rate securities in asset backed securities and corporate notes. Our investment securities are maintained at two major financial institutions, are classified as available-for-sale, and are recorded on the accompanying Condensed Consolidated Balance Sheets at fair value. If we sell our investments prior to their maturity, we may incur a charge to operations in the period the sale took place. In the first half of fiscal 2010 and during fiscal 2009, we realized no gains or losses on our investments, but we did recognize an impairment charge of $1.0 million and $4.7 million in the first half of fiscal 2010 and during fiscal 2009, respectively, on certain of our auction rate securities that failed to settle.

Auction rate securities are variable rate debt instruments with interest rates that, unless they fail to settle, are reset approximately every 7, 28 or 35 days. The underlying securities have contractual maturities which are generally greater than ten years. The auction rate securities are classified as available for sale and are recorded at fair value. Typically, the carrying value of auction rate securities approximates fair value due to the frequent resetting of the interest rates. As of October 31, 2009 and April 30, 2009, we held one auction rate security totaling $10.0 million of par value, which had an original rating at the time we purchased them of AA but is currently rated B3 (B3 rated ARS) and has failed to settle at auctions since the second quarter of fiscal 2008.  As of April 30, 2009, we held one additional auction rate security with a par value of $3.7 million, which settled this quarter at its stated par value. The issuer of the B3 rated ARS recently announced that it was suspending all interest payments.  The fair value of the B3 rated ARS no longer approximates par value. Accordingly, we have recorded these investments at a fair value of $0.1 million as of October 31, 2009 ($1.1 million as of April 30, 2009). Due to the prolonged nature and the severity of the decline in the value of the B3 rated ARS that has failed to settle since the second quarter of fiscal 2008 and no clear indication of when it might settle, we determined that the unrealized

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loss was no longer temporary. Therefore, we have recognized $1.0 million and a $4.7 million of impairment charges in the first half of fiscal 2010 and fiscal 2009, respectively, on this auction rate security. In the aggregate, we have recognized impairment losses related to the B3 rated ARS of $9.9 million since the fourth quarter of fiscal 2008.  We will continue to analyze our B3 rated ARS each reporting period for impairment and may be required to recognize an impairment charge in the statement of operations if the decline in fair value is determined to be other than temporary. The fair value of these securities has been estimated by management based on assumptions that market participants would use in pricing the asset in a current transaction, which could change significantly based on market conditions.

Our investment securities are not leveraged. Due to the short-term nature of our investments, they are not subject to significant fluctuations in their fair value due to changes in interest rates. As such, the recorded fair value of the investments at October 31, 2009 and April 30, 2009 approximates the fair value after assuming a hypothetical shift in the yield curve of plus or minus 50 basis points (BPS), 100 BPS, and 150 BPS over the remaining life of the investments, which shifts are representative of the historical movements in the Federal Funds Rate. 100 BPS equals 1%.

The following table presents our cash equivalents and short-term and long-term investments subject to interest rate risk and their related weighted average interest rates as of October 31, 2009 and April 30, 2009 (dollars in thousands). Carrying value approximates fair value.

	October 31, 2009				April 30, 2009
	CarryingValue		AverageInterest Rate		CarryingValue		AverageInterest Rate
Cash and cash equivalents	$	37,879	0.22	%	$	38,586	0.65	%
Long-term investments	100		—	%	4,448		2.83	%
Total	$	37,979	0.22	%	$	43,034	0.88	%

To date, the vast majority of our sales have been denominated in U.S. dollars. As only a small amount of foreign invoices are paid in currencies other than the U.S. dollar, we consider our foreign exchange risk immaterial to our consolidated financial position, results of operations and cash flows.

Item 4—Controls and Procedures

Limitations of Disclosure Controls and Procedures and Internal Control Over Financial Reporting

It should be noted that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. For example, controls can be circumvented by a person’s individual acts, by collusion of two or more people or by management override of the control. Because a cost-effective control system can only provide reasonable assurance that the objectives of the control system are met, misstatements due to error or fraud may occur and not be detected.

Disclosure Controls and Procedures

Ditech Networks, Inc. maintains disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required financial disclosure. In connection with the preparation of this Quarterly Report on Form 10-Q, we carried out an evaluation under the supervision and with the participation of our management, including our CEO and CFO, as of October 31, 2009 of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, our CEO and CFO concluded that as of October 31, 2009, our disclosure controls and procedures were effective.

Change in Internal Control over Financial Reporting

There has been no change in internal control over financial reporting in the quarter ended October 31, 2009 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 4T — Controls and Procedures

Not Applicable

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Part II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On August 23, 2006, August 25, 2006, and November 3, 2006, three actions were filed in United States District Court for the Northern District of California (Case Nos. C06-05157, C06-05242, and C06-6877) purportedly as derivative actions on behalf of the Company against certain of the Company’s current and former officers and directors alleging that between 1999 and 2001 certain stock option grants were backdated; that these options were not properly accounted for; and that as a result false and misleading financial statements were filed. These three actions have been consolidated under case number C06-05157. On December 1, 2006, a fourth derivative complaint making similar allegations against many of the same defendants was filed in California Superior Court for the County of Santa Clara (Case No.106-CV-075695). On April 19, 2007, the California Superior Court granted the Company’s motion to stay the state court action pending the outcome of the federal consolidated actions.

The defendants named in the derivative actions are Timothy Montgomery, Gregory Avis, Edwin Harper, William Hasler, Andrei Manoliu, David Sugishita, William Tamblyn, Caglan Aras, Toni Bellin, Robert DeVincenzi, James Grady, Lee House, Serge Stepanoff, Gary Testa, Lowell Trangsrud, Kenneth Jones, Pong Lim, Glenda Dubsky, Ian Wright, and Peter Chung. These derivative complaints raise claims under Section 10(b) and 10b-5 of the Securities Exchange Act, Section 14(a) of the Securities Act, and California Corporations Code Section 25403, as well as common law claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, gross mismanagement, constructive fraud, and abuse of control. The plaintiffs seek remedies including money damages, disgorgement of profits, accounting, rescission, and punitive damages. With respect to the consolidated federal actions, the plaintiffs filed an amended consolidated complaint on March 2, 2007, adding new allegations regarding another stock option grant. On April 2, 2007, the Company moved to dismiss the amended complaint based on plaintiffs’ failure to make a demand on the board before bringing suit. On the same d ay, the individual defendants moved to dismiss the amended complaint for failure to state a claim. On July 16, 2007, the Court granted the individual defendants’ motion to dismiss without prejudice. On September 21, 2007, plaintiffs filed a second amended complaint. On November 30, 2007, the Company moved to dismiss the complaint for failure to make a demand on the board of directors and for lack of standing. On the same day, the individual defendants moved to dismiss the complaint for failure to state a claim upon which relief may be granted. A hearing on these motions was held on February 8, 2008. On March 26, 2008, the Court granted the individual defendants’ motion to dismiss without prejudice, ordering plaintiffs to file any amended complaint by April 25, 2008. Plaintiffs did not file an amended complaint. On April 25, 2008, plaintiffs purported to make a shareholder demand on Ditech’s board of directors, demanding that Ditech’s board investigate and remedy the alleged stock option manipulation and insider trading. On May 12, 2008, defendants filed a motion for dismissal with prejudice based, in part, on plaintiffs’ failure to comply with the Court’s March 26, 2008 Order. That motion was taken off calendar to allow the parties to participate in settlement discussions. As a result of these discussions, the parties entered into a settlement agreement which was approved by the Court, on a preliminary basis, on October 23, 2009.  The terms of the settlement include (1) the adoption and/or implementation of a variety of corporate governance measures, including enhanced stock option granting and compliance procedures that relate to and address many of the underlying issues in the Actions, the separation of Chairman of the Board and CEO positions, and the appointment of a lead independent director; and (2) the Company’s payment of Plaintiffs’ counsel’s attorneys’ fees and expenses in the amount of $1.05 million.  A hearing for final approval of the settlement is scheduled for January 8, 2010 at 9:00 am.  No assurance can be given that the settlement will receive final approval.

These derivative actions were previously reported in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on July 2, 2009, and our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 2, 2009.

ITEM 1A.  RISK FACTORS

We include in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Future Growth and Operating Results Subject to Risk” a description of risk factors related to our business in order to enable readers to assess, and be appropriately apprised of, many of the risks and uncertainties applicable to the forward-looking statements made in this Quarterly Report on Form 10-Q. We do not claim that the risks and uncertainties set forth in that section are all of the risks and uncertainties facing our business, but do believe that they reflect the more important ones.

The risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended April 30, 2009, as filed with the SEC on July 2, 2009, have not substantively changed, except for the following risk factors:

1.  The risk factor “We Depend On A Limited Number Of Customers, The Loss Of Any One Of Which Could Cause Our Revenue To Decrease,” was revised to include first half of fiscal 2010 financial and credit risk information associated with our customer concentration.

2.  The risk factor “There Is No Guarantee That Our Development Efforts On Our New mStage Product Will Be Completed In The Desired Time Frame Or That We Will Experience The Desired Customer Demand And Diversification From Our Mid-Call Service Products,” was revised to include information on the risk related to the new Simulscribe voice to text transcription service being distributed.

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3.  The risk factor “We Act As The Sole Distributor Of Simulscribe Transcription Services To Wholesale Customers, And If We Do Not Receive The Level Of Support We Expect From Simulscribe, It Could Adversely Affect Our Mid-Call Services Business,” was added to discuss the risk associated with our exclusive distribution agreement with Simulscribe.

4.  The risk factor “We Use Primarily One Contract Manufacturer To Manufacture Our Products, And If We Lose The Services Of This Manufacturer Then We Could Experience Increased Manufacturing Costs And Production Delays,” was revised to reflect that we now rely one rather than two contract manufacturers.

5.  The risk factor “We Currently Are, And In The Future May Be, Subject To Additional Securities Lawsuits,” was updated to discuss the risk that the preliminary approved settlement may not receive final approval.

6.  The risk factor “There Is Risk That Our Auction Rate Securities Will Not Settle At Auction And We May Experience Additional Other Than Temporary Declines In Value, Which Could Cause Additional Charges To Be Realized On Our Statement Of Operations” has been revised to include first half fiscal 2010 financial information.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None, other than as previously reported in Ditech Networks’ Current Report on Form 8-K, filed September 16, 2009.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On October 8, 2009, we held our 2009 Annual Meeting of Stockholders at our corporate headquarters in Mountain View, California. Of the 26,307,406 shares entitled to vote at the meeting, 21,923,626 (83.34%) were represented. During this meeting the following matters were voted upon:

Matter	For	Against/Withheld	Abstain	Broker Non-votes
Election of two directors to serve until the 2012 annual meeting of stockholders:
Alan B. Howe	17,805,552	3,697,551	420,523	—
Frank J. Sansone	21,070,888	432,215	420,523	—

William A. Hasler and Todd G. Simpson will continue in office as directors in the class of directors to be elected at our 2010 annual meeting of stockholders.  Francis (Fran) Dramis, Jr., Edwin L. Harper and David M. Sugishita, will continue in office as directors in the class of directors to be elected at our 2011 annual meeting of stockholders.

Ratification of the selection of Burr, Pilger & Mayer, LLP as Ditech’s independent registered public accounting firm for the fiscal year ending April 30, 2010. 21,769,949 58,408 95,269 —

On September 2, 2009, Ditech Networks, Inc. and Lamassu Holdings L.L.C. and certain of its affiliates (collectively, “Lamassu”), entered into a letter agreement pursuant to which each of Alan Howe and Frank J. Sansone were nominated to be elected to the Ditech Networks board of directors (the “Board”) at the Ditech Networks, Inc. 2009 Annual Meeting of Stockholders.

In addition to the nomination of each of Mr. Howe and Mr. Sansone for election to the Board, the letter agreement also provided that:

·If Mr. Sansone is unable to serve as a director at a time when Lamassu owns at least 5% of the Ditech Networks common stock, Ditech Networks will appoint a replacement director designated by Lamassu and reasonably acceptable to Ditech Networks (which replacement director shall not be Timothy Leehealey);

·Mr. Sansone and any replacement director will sign a conditional resignation from the Board, which may be accepted by the Board in the event that Lamassu’s beneficial ownership of Ditech Networks common stock falls below 5% of the outstanding Ditech Networks common stock;

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·Lamassu would vote all of the shares it beneficially owns in support of the slate of directors nominated by the Board for the 2009 Annual Meeting (and would not support or participate in any “withhold the vote” or similar campaign, or support any other nominees other than the slate of directors nominated by the Board);

·Lamassu withdrew its previously announced notice of its intent to nominate directors with respect to the Ditech Networks 2009 Annual Meeting of Stockholders; and

·For a period ending 90 days from the date of the Ditech Networks 2009 Annual Meeting, Lamassu will not (i) make any public statement regarding Ditech Networks, the Board or any of Ditech Networks’ officers, directors or employees, except for the press release attached to the agreement or as may be required by law, or (ii) disparage Ditech Networks, the Board, or any of Ditech Networks’ officers, directors or employees, in any manner, including in any manner which could be harmful to Ditech or its business, the Board or its reputation, or the business reputation or personal reputation of any officer, director or employee of Ditech.

Ditech Networks’ costs in connection with the letter agreement were less than $50,000.

ITEM 5.  OTHER INFORMATION

On December 11, 2009, the Board of Directors of Ditech Networks, Inc. appointed Ditech’s Executive Vice President and Chief Financial Officer, William J. Tamblyn, as Ditech’s Chief Operating Officer.

Mr. Tamblyn, age 51, joined Ditech in June 1997 as its Vice President and Chief Financial Officer, and was promoted to Executive Vice President in May 2004. Mr. Tamblyn was the Chief Financial Officer at Conductus, Inc., a telecommunications company, from January 1994 to June 1997. He served as Chief Financial Officer at Ramtek, an imaging company, from May 1993 to December 1993. Prior to May 1993, Mr. Tamblyn worked in public accounting, including for Coopers & Lybrand, LLP. He has a B.S. in Accounting from San Jose State University.

ITEM 6.  EXHIBITS

See the Exhibit Index which follows the signature page of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

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SIGNATURE

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.

	Ditech Networks, Inc.
Date: December 11, 2009	By:	/s/  WILLIAM J. TAMBLYN
		William J. Tamblyn
		Executive Vice President and Chief Financial Officer (Principal Financial and Chief Accounting Officer)

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EXHIBIT INDEX

Exhibit	Description of document
2.1(1)	Asset Purchase Agreement, dated as of April 16, 2002, by and between Ditech and Texas Instruments
2.2(2)	Asset Purchase Agreement, dated as of July 16, 2003, by and between Ditech Communications Corporation and JDS Uniphase Corporation
2.3(3)	Agreement and Plan of Merger, dated as of June 6, 2005, among Ditech, Spitfire Acquisition Corp., Jasomi Networks, Inc., Jasomi Networks (Canada), Inc., Daniel Freedman, Cullen Jennings and Todd Simpson.
3.1(4)	Certificate of Incorporation of Ditech Networks, Inc.
3.2(5)	Bylaws of Ditech Networks, Inc., as amended and restated
4.1	Reference is made to Exhibits 3.1 and 3.2
4.2(7)	Specimen Stock Certificate
4.3(6)	Rights Agreement, dated as of March 26, 2001 among Ditech Communications Corporation and Wells Fargo Bank Minnesota, N.A.
4.4(6)	Form of Rights Certificate
10.1(8)	Letter Agreement, dated September 2, 2009, between Ditech Networks, Inc. and Lamassu Holdings L.L.C. and certain of its affiliates
10.2(9)	Reseller Agreement, dated September 10, 2009, between Ditech Networks, Inc. and Simulscribe LLC.
10.3	Form of Non-Employee Director Automatic Stock Option Grant
31.1	Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1) Incorporated by reference from the exhibit with corresponding number from Ditech’s Current Report on Form 8-K (File No. 000-26209), filed April 30, 2002.

(2) Incorporated by reference from the exhibit with corresponding number from Ditech’s Current Report on Form 8-K  (File No. 000-26209) filed July 30, 2003.

(3) Incorporated by reference from the exhibit with corresponding number from Ditech’s Annual Report on Form 10-K for the fiscal year ended April 30, 2005 (File No. 000-26209), filed July 14, 2005.

(4) Exhibits 3.1 and 3.2, collectively, to Ditech’s Current Report on Form 8-K (File No. 000-26209), filed May 22, 2006, which exhibits are incorporated by reference here.

(5) Incorporated by reference from the exhibit 3.1 to Ditech’s Current Report on Form 8-K (File No.000-26209), filed August 15, 2007.

(6) Incorporated by reference from the exhibit with corresponding title from Ditech’s Current Report on Form 8-K (File No. 000-26209), filed March 30, 2001.

(7) Incorporated by reference from the exhibit with corresponding descriptions from Ditech’s Registration Statement (No. 333-75063), declared effective on June 9, 1999.

(8) Incorporated by reference from Exhibit 10.1 of Ditech’s Current Report on Form 8-K (File No. 000-26209), filed September 3, 2009.

(9) Confidential treatment has been requested for portions of this exhibit.

42