ShoreTel (SHOR) 10-Q 2011 Q1 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 March 31, 2011

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 001-33506

SHORETEL, INC.

(Exact name of Registrant as specified in its charter)

Delaware	77-0443568
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
960 Stewart Drive, Sunnyvale, California	94085-3913
(Address of principal executive offices)	(Zip Code)

(408) 331-3300

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   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. (Check one):

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

As of April 29, 2011, 47,166,545 shares of the registrant’s common stock were outstanding.

SHORETEL, INC. AND SUBSIDIARIES

FORM 10-Q for the Quarter Ended March 31, 2011

INDEX

		Page
PART I: Financial Information		3
Item 1	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2011 and June 30, 2010	3
	Condensed Consolidated Statements of Operations for the three months and nine months ended March‎31, 2011 and 2010	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2011 and 2010	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4	Controls and Procedures	27
PART II: Other information		28
Item 1	Legal Proceedings	28
Item 1A	Risk Factors	28
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 6	Exhibits	29
	Signatures	30
	Exhibit Index	31

2

PART I. FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS (Unaudited)

SHORETEL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)

	March 31,  2011			June 30, 2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	73,923		$	68,426
Short-term investments		28,708			47,375
Accounts receivable, net of allowance of $756 and $876 as of March 31, 2011 and June 30, 2010, respectively		27,076			24,596
Inventories		16,459			9,954
Prepaid expenses and other current assets		4,107			8,125
Total current assets		150,273			158,476
PROPERTY AND EQUIPMENT, net		8,576			6,019
GOODWILL		7,415			—
INTANGIBLE ASSETS, net		9,122			5,025
OTHER ASSETS		658			1,201
TOTAL ASSETS	$	176,044		$	170,721
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	8,634		$	7,868
Accrued expenses and other		7,500			10,061
Accrued employee compensation		9,768			8,261
Deferred revenue		22,548			19,450
Total current liabilities		48,450			45,640
LONG-TERM LIABILITIES:
Long-term deferred revenue		10,557			9,269
Other long-term liabilities		1,395			1,346
Total liabilities		60,402			56,255
COMMITMENTS AND CONTINGENCIES (Note 12)
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value: authorized 5,000; none issued and outstanding		—			—
Common stock and additional paid-in capital, par value $0.001 per share, authorized 500,000; issued and outstanding, 46,451 and 45,370 shares as of March 31, 2011 and June 30, 2010, respectively		233,495			222,491
Accumulated other comprehensive income		81			191
Accumulated deficit		(117,934	)		(108,216	)
Total stockholders’ equity		115,642			114,466
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	176,044		$	170,721

See Notes to Condensed Consolidated Financial Statements

3

SHORETEL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended‎ March 31,						Nine Months Ended‎ March 31,
	2011			2010			2011			2010
REVENUE:
Product	$	41,248		$	28,945		$	114,387		$	83,685
Support and services		10,329			8,089			29,198			22,556
Total revenue		51,577			37,034			143,585			106,241
COST OF REVENUE:
Product (1)		12,979			10,049			37,593			29,369
Support and services (1)		3,515			2,933			9,616			8,323
Total cost of revenue		16,494			12,982			47,209			37,692
GROSS PROFIT		35,083			24,052			96,376			68,549
OPERATING EXPENSES:
Research and development (1)		12,562			8,634			33,396			23,666
Sales and marketing (1)		18,920			14,726			54,437			39,653
General and administrative (1)		6,377			5,214			19,118			14,596
Total operating expenses		37,859			28,574			106,951			77,915
LOSS FROM OPERATIONS		(2,776	)		(4,522	)		(10,575	)		(9,366	)
OTHER INCOME (EXPENSE):
Interest income		105			100			447			296
Other		61			(220	)		333			(128	)
Total other income (expense)		166			(120	)		780			168
LOSS BEFORE BENEFIT FROM INCOME TAXES		(2,610	)		(4,642	)		(9,795	)		(9,198	)
BENEFIT FROM INCOME TAXES		228			153			77			87
NET LOSS	$	(2,382	)	$	(4,489	)	$	(9,718	)	$	(9,111	)
Net loss per share — basic and diluted	$	(0.05	)	$	(0.10	)	$	(0.21	)	$	(0.20	)
Shares used in computing net loss per share — basic and diluted		46,249			44,941			45,862			44,731
____________
(1) Includes stock-based compensation expense as follows:
Cost of product revenue	$	32		$	34		$	94		$	99
Cost of support and services revenue		111			207			472			553
Research and development		1,086			805			2,688			2,248
Sales and marketing		459			911			2,212			2,528
General and administrative		1,112			861			2,786			2,320
Total stock-based compensation expense	$	2,800		$	2,818		$	8,252		$	7,748

See Notes to Condensed Consolidated Financial Statements

4

SHORETEL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended ‎March 31,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(9,718	)	$	(9,111	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		3,219			2,045
Amortization of premium (discount) on investments		500			72
Stock-based compensation expense		8,252			7,748
Loss on disposal of property and equipment		97			155
Benefit from doubtful accounts receivable recovered		(120	)		(83	)
Changes in assets and liabilities, net of effect of acquisition:
Accounts receivable		(2,300	)		1,920
Inventories		(6,444	)		(513	)
Prepaid expenses and other current assets		4,078			(3,746	)
Other assets		578			988
Accounts payable		749			(273	)
Accrued expenses and other		(2,612	)		5,611
Accrued employee compensation		1,400			1,338
Deferred revenue		4,291			4,082
Net cash provided by operating activities		1,970			10,233
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(5,137	)		(3,518	)
Purchases of short-term investments		(3,136	)		(19,652	)
Proceeds from maturities of short-term investments		21,194			6,635
Cost of acquisition of a business		(11,375	)		—
Purchases of software license and other		(770	)		(1,200	)
Net cash provided by (used in) investing activities		776			(17,735	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock to employees		3,177			1,504
Taxes paid on vested and released stock awards		(426	)		(118	)
Net cash provided by financing activities		2,751			1,386
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		5,497			(6,116	)
CASH AND CASH EQUIVALENTS - Beginning of period		68,426			73,819
CASH AND CASH EQUIVALENTS - End of period	$	73,923		$	67,703
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (refunded) during the period for income taxes, net	$	(1,572	)	$	—
NONCASH INVESTING AND FINANCING ACTIVITIES:
Vesting of accrued early exercised stock options	$	—		$	18
Purchase of property and equipment included in period-end accounts payable	$	443		$	465

See Notes to Condensed Consolidated Financial Statements

5

SHORETEL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business

ShoreTel, Inc. and its subsidiaries (referred herein as “the Company”) is a leading provider of Pure Internet Protocol, or “IP”, unified communications systems for enterprises. The Company’s systems are based on its distributed software architecture and switch-based hardware platform which enable multi-site enterprises to be served by a single telecommunications system. The Company’s systems enable a single point of management, easy installation and a high degree of scalability and reliability, and provide end users with a consistent, full suite of features across the enterprise, regardless of location. As a result, management believes that the Company’s systems enable enhanced end user productivity and provide lower total cost of ownership and higher customer satisfaction than alternative systems.

2. Basis of Presentation and Significant Accounting Policies

The accompanying condensed consolidated financial statements as of March 31, 2011 and for the three months and nine months ended March 31, 2011 and 2010 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010.

In the opinion of the management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of financial position as of March 31, 2011, and June 30, 2010,  results of operations for the three months and nine months ended March 31, 2011 and 2010, and cash flows for the nine months ended March 31, 2011 and 2010, as applicable, have been made. The results of operations for the three months and nine months ended March 31, 2011 are not necessarily indicative of the operating results to be expected for the full fiscal year or any future periods.

Computation of Net Loss Per Share

Basic net loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is determined by dividing net loss by the weighted average number of common shares used in the basic loss per common share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding under the treasury stock method. Potentially dilutive securities of 9.5 million and 8.3 million for the three and nine months ended March 31, 2011 and 2010, respectively, were not included in the computation of dilutive net loss per share because to do so would have been anti-dilutive.

Comprehensive Income (Loss)

Other comprehensive income (loss) consists of net income (loss) for the period plus unrealized gains (losses) on short-term investments. Accordingly, comprehensive loss was $2.5 million and $4.5 million for the three months ended March 31, 2011 and 2010, and $9.8 million and $9.0 million for the nine months ended March 31, 2011 and 2010, respectively.

Goodwill and Other Intangible Assets

The Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Such allocations require management to make significant estimates and assumptions, especially with respect to intangible assets.

Goodwill is measured and tested for impairment on an annual basis in the fourth quarter of our fiscal year in accordance with Accounting Standards Codification No. 350 (“ASC 350”), Intangibles – Goodwill and Other, or more frequently if we believe indicators of impairment exist. Triggering events for impairment reviews may include indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. The Company has one reporting unit. The performance of the test involves a two-step process. The first step requires comparing the fair value of our reporting unit to its net book value, including goodwill. A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process is only performed if a potential impairment exists, and it involves determining the difference between the fair value of the reporting unit’s net assets other than goodwill to the fair value of the reporting unit and if the difference is less than the net book value of goodwill, an impairment exists and is recorded.

6

The Company reviews the carrying values of long-lived assets whenever events and circumstances, such as reductions in demand, lower projections of profitability, significant changes in the manner of our use of acquired assets, or significant negative industry or economic trends, indicate that the net book value of an asset may not be recovered through expected undiscounted future cash flows from its use and eventual disposition. If this review indicates that there is an impairment, the impaired asset is written down to its fair value, which is typically calculated using: (i) quoted market prices and/or (ii) discounted expected future cash flows. The estimates regarding future anticipated revenue and cash flows, the remaining economic life of the products and technologies, or both, may differ from those used to assess the recoverability of assets. In that event, impairment charges or shortened useful lives of certain long-lived assets may be required, resulting in a reduction in net income or an increase to net loss in the period when such determinations are made.

Critical estimates in valuing certain intangible assets include, but are not limited to: future expected cash flows from customer contracts, customer lists, distribution agreements, acquired developed technologies and patents; expected costs to develop the in-process research and development into commercially viable products and estimating cash flows from the projects when completed. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.

Recently Adopted Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) amended the accounting standards for revenue recognition to remove tangible products containing software components and non-software components that function together to deliver the product’s essential functionality from the scope of industry specific software revenue recognition guidance. In October 2009, the FASB also amended the standards for multiple deliverable revenue arrangements to:

(i) provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the arrangement consideration should be allocated among its elements;

(ii) require an entity to allocate the revenue using estimated selling prices (ESP) of the deliverables if there is no vendor specific objective evidence (VSOE) or third party evidence of selling price (TPE); and

(iii) eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.

This new accounting guidance became applicable to the Company beginning the first quarter of its 2011 fiscal year. The Company adopted this guidance for transactions that were entered into or materially modified on or after July 1, 2010 using the prospective basis of adoption.

The Company derives its revenue from sales of IP telecommunications systems and related support and services. The typical system includes a combination of IP phones, switches and software applications. Product revenue is recognized when persuasive evidence of an arrangement exists, product has shipped or delivery has occurred (depending on when title passes), the sales price is fixed or determinable and free of contingencies and significant uncertainties, and collection is probable. The fee is considered fixed or determinable at the execution of an agreement, based on specific products and quantities to be delivered at specified prices. The agreements with customers generally do not include rights of return or acceptance provisions. To the extent that the Company’s agreements contain acceptance terms, the Company recognizes revenue upon product acceptance, unless the acceptance provision is deemed to be perfunctory. Even though substantially all of the contractual agreements do not provide return privileges, there are circumstances for which the Company will accept a return. The Company maintains a reserve for such returns based on historical experience. Payment terms to customers generally range from net 30 to net 60 days. In the event payment terms are extended materially from the Company’s standard business practices, the fees are deemed to not be fixed or determinable and revenue is recognized when the payment becomes due. The Company assesses the ability to collect from its customers based on a number of factors, including credit worthiness and past transaction history of the customer. If the customer is not deemed credit worthy, the Company defers all revenue from the arrangement until payment is received and all other revenue recognition criteria have been met. Shipping charges billed to customers are included in product revenue and the related shipping costs are included in cost of product revenue. Provisions for return allowances and product warranties are recorded at the time revenue is recognized based on the Company’s historical experience. The provision for return allowances is recorded as a reduction to revenues on the statement of operations and is included as a reduction to account receivables on the balance sheet.

The Company’s core software (herein after referred to as “essential software”) is integrated with hardware and is essential to the functionality of the integrated system product. The Company also sells additional software which provides increased features and functions, but is not essential to the overall functionality of the integrated system products (herein after referred to as ‘non-essential software’). At the initial purchase, the customer generally bundles together the hardware, essential software, non-essential software, as needed and up to five years of post-contractual support. Thereafter, if the enterprise customer increases end users and functionality, it may add more hardware, software components, and related post-contractual support by purchasing them separately.

The new guidance does not generally change the units of accounting for the Company’s revenue transactions. Most of the products and services continue to qualify as separate units of accounting. Many of the Company’s products have both software and non-software components that function together to deliver the essential functionality of the integrated system product. The Company analyzes all of its software and non-software products and services and considers the features and functionalities of the individual elements and the stand alone sales of those individual components among other factors, to determine which elements are essential or non-essential to the overall functionality of the integrated system product.

7

For transactions entered into prior to the first quarter of fiscal year 2011, the Company recognized revenue based on industry specific software revenue recognition guidance. In accordance with industry specific software revenue recognition guidance, the Company utilized the residual method to determine the amount of product revenue to be recognized. Under the residual method, the fair value of the undelivered elements, such as post-contractual support, is deferred and the remaining portion of the arrangement consideration is recognized as product revenue. VSOE of fair value is limited to the price charged when the same element is sold separately. VSOE of fair value is established for post-contractual support based on the volume and pricing of the stand alone sales within a narrow range. The fair value of the post-contractual support is recognized on a straight-line basis over the term of the related support period, which is typically one to five years.

For transactions entered into or materially modified on or after the beginning of the first quarter of fiscal year 2011, the total arrangement fees were allocated to all the deliverables based on their respective relative selling prices. The relative selling price is determined using VSOE when available. When VSOE cannot be established, the Company attempts to determine the TPE for the deliverables. TPE is determined based on competitor prices for similar deliverables when sold separately by the competitors. Generally the Company’s product offerings differ from those of its competitors and comparable pricing of its competitors is often not available. Therefore, the Company is typically not able to determine TPE. When the Company is unable to establish selling price using VSOE or TPE, the Company uses ESP in its allocation of arrangement fees. The ESP for a deliverable is determined as the price at which the Company would transact if the products or services were sold on a stand alone basis.

The Company has been able to establish VSOE for its professional and post contractual support services mainly based on the volume and the pricing of the stand alone sales for these services within a narrow range. The Company establishes its ESP for products by considering factors including, but not limited to, geographies, customer segments and pricing practices. The determination of ESP is made through consultation with and formal approval by the Company’s management. The Company regularly reviews VSOE, TPE and ESP and maintains internal controls over the establishment and updates of these estimates.

The Company’s multiple element arrangements may include non-essential software deliverables that are subject to the industry specific software revenue recognition guidance. The revenue for these multiple element arrangements is allocated to the non-essential software deliverables and the non-software deliverables based on the relative selling prices of all of the deliverables in the arrangement using the hierarchy in the new revenue accounting guidance. As the Company has not been able to obtain VSOE for all of the non-essential software deliverables in the arrangement, revenue allocated to such non-essential software elements is recognized using the residual method in accordance with industry specific software revenue recognition guidance as the Company was able to obtain VSOE for the undelivered elements bundled with such non-essential software elements. Under the residual method, the amount of revenue recognized for the delivered non-essential software elements equaled the total allocated consideration less the VSOE of any undelivered elements bundled with such non-essential software elements.

Total revenue as reported and pro forma total revenue that would have been reported during the three and nine months ended March 31, 2011, if the transactions entered into or materially modified on or after July 1, 2010 were subject to previous accounting guidance, are shown in the following table:

	Three Months Ended March 31, 2011 (Unaudited)				Nine Months Ended March 31, 2011 (Unaudited)
(In thousands)	As Reported		Pro Forma Basis As If The Previous Accounting Guidance Were in Effect		As Reported		Pro Forma Basis As If The Previous Accounting Guidance Were in Effect
Total revenue	$	51,577	$	51,619	$	143,585	$	143,480

The impact to total revenue during the three and nine months ended March 31, 2011 of the new revenue accounting guidance was primarily to decrease product revenues by $42,000 and increase product revenues by $105,000, respectively.

In terms of the timing and pattern of revenue recognition, the new accounting guidance for revenue recognition is not expected to have a significant effect on total revenues in periods after the initial adoption when applied to multiple element arrangements due to the existence of VSOE for most of the Company’s service offerings which remain undelivered after the software and non-software tangible products are delivered at the inception of the arrangement. The Company’s future revenue recognition for multiple element arrangements is not expected to differ materially from the results in the current period. However, as the Company’s marketing and product strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in selling prices, including both VSOE and ESP which could impact future revenues.

8

3. Business Combination

On October 19, 2010, the Company acquired Agito Networks, Inc. (“Agito”), a privately-held company based in Santa Clara, California that provided mobility solutions to enterprises to reduce mobile phone costs, provide high-quality, low cost coverage, increase productivity with greater responsiveness, accessibility and simplify unified communications for mobile workers and their peers. The acquisition of Agito expands and enhances the Company’s product offering by adding Agito’s mobility solution to the Company’s existing range of products, software and services. The purchase price of approximately $11.4 million was paid in cash. The resulting goodwill recognized during the acquisition is deductible for tax purposes. The purchase price was allocated to tangible and intangible assets and liabilities assumed, based on their estimated fair values as follows (amounts in thousands):

Tangible assets	$	261
Goodwill		7,415
Intangible assets		4,220
Liabilities assumed		(521	)
	$	11,375

The Company recorded revenues of $0.3 million for the three and nine months ended March 31, 2011 from the mobility solutions products acquired from Agito. The Company has integrated the mobility solutions business within its own business operations and therefore unable to report expenses or earnings related to the acquired business. The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and Agito as though the companies were combined as of the beginning of fiscal year 2010. The pro forma financial information for all periods presented also includes the business combination accounting effects resulting from the acquisition, including amortization charges from acquired intangible assets, adjustments to interest expenses for certain borrowings and exclusion of acquisition-related expenses and their related tax effects as though the companies were combined as of the beginning of fiscal year 2010. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2010.

	(Unaudited) Three MonthsEnded‎ March 31,			(Unaudited) Nine Months Ended‎ March 31,
(In thousands, except per share ammounts )	2010			2011			2010
Total revenue	$	37,284		$	144,028		$	106,784
Net loss		(6,086	)		(11,224	)		(13,827	)
Basic and diluted earnings per share		(0.14	)		(0.24	)		(0.31	)

4. Balance Sheet Details

Balance sheet components consist of the following:

(In thousands)	March 31,‎ 2011			June 30,‎ 2010
Inventories:
Raw materials	$	263		$	335
Work in process		295			526
Finished goods		15,901			9,093
Total inventories	$	16,459		$	9,954
Property and equipment, net:
Computer equipment and tooling	$	10,541		$	9,559
Software		2,273			1,354
Furniture and fixtures		1,768			1,196
Leasehold improvements and other		2,537			583
Total property and equipment	$	17,119		$	12,692
Less accumulated depreciation and amortization		(8,543	)		(6,673	)
Total property and equipment, net	$	8,576		$	6,019
Deferred revenue - current and long-term:
Product	$	1,466		$	966
Support and services		31,639			27,753
Total deferred revenue	$	33,105		$	28,719

9

Intangible assets:

The following is a summary of the Company’s intangible assets (in thousands):

	March 31, 2011							June 30, 2010
	Gross Carrying ‎Amount		Accumulated‎ Amortization			Net Carrying ‎ Amount		Gross Carrying ‎ Amount		Accumulated‎ Amortization			Net Carrying‎ Amount
Patents	$	2,935	$	(878	)	$	2,057	$	2,310	$	(532	)	$	1,778
Technology		4,130		(464	)		3,666		—		—			—
Customer relationships		300		(19	)		281		—		—			—
Intangible assets in process		3,118		—			3,118		3,247		—			3,247
Other intangible assets	$	10,483	$	(1,361	)	$	9,122	$	5,557	$	(532	)	$	5,025

The Company acquired $2.8 million of identifiable technology, $0.3 million of customer relationships and $1.1 million of other intangible assets in-process from Agito Networks, Inc. as a part of the business combination discussed in Note 3. The Company transferred approximately $1.3 million from intangible assets in-process to technology as one of the projects reached its completion during the quarter ended December 31, 2010. The intangible assets are amortized over useful lives ranging from 3 years to 7 years.

Amortization of intangible assets for three months ended March 31, 2011 and 2010 was $0.4 million and $0.1 million, respectively, and for nine months ended March 31, 2011 and 2010 was $0.9 million and $0.3 million, respectively.

The estimated future amortization expenses for intangible assets for the next five years and thereafter are as follows (in thousands):

Years Ending June 30,
2011 (remaining three months)	$	441
2012		1,764
2013		1,764
2014		1,459
2015		458
2016		62
Thereafter		56
Total	$	6,004

10

Short-Term Investments:

The following tables summarize the Company’s short-term investments (in thousands):

	Amortized Cost		Gross Unrealized‎ Gains		Gross Unrealized ‎Losses			Fair ‎Value
As of March 31, 2011
Corporate notes and commercial paper	$	11,680	$	46	$	—		$	11,726
U.S. Government agency securities		16,947		35		—			16,982
Total short-term investments	$	28,627	$	81	$	—		$	28,708
As of June 30, 2010
Corporate notes and commercial paper	$	33,280	$	142	$	(50	)	$	33,372
U.S. Government agency securities		13,904		99		—			14,003
Total short-term investments	$	47,184	$	241	$	(50	)	$	47,375

The following table summarizes the contractual maturities of the Company’s short-term investments (in thousands):

	Amortized Cost		Fair Value
As of March 31, 2011
Less than 1 year	$	28,627	$	28,708
Due in 1 to 3 years		—		—
Total	$	28,627	$	28,708
	Amortized Cost		Fair Value
As of June 30, 2010
Less than 1 year	$	33,956	$	34,133
Due in 1 to 3 years		13,228		13,242
Total	$	47,184	$	47,375

Actual maturities may differ from the contractual maturities because issuers may have the right to call or prepay certain obligations.

5.  Fair Value Disclosure

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market participants at the measurement date. Further, entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value, and to utilize a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:

· Level 1 — Quoted prices in active markets for identical assets or liabilities.

· Level 2 — Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means.

· Level 3 — Unobservable inputs that are supported by little or no market activity, are significant to the fair value of the assets or liabilities, and reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The tables below set forth the Company’s cash equivalents and short-term investments measured at fair value on a recurring basis (in thousands):

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	As of March 31, 2011
	Fair Value		Level 1		Level 2		Level 3
Cash and cash equivalents:
Money market funds	$	59,739	$	59,739	$	—	$	—
Short-term investments:
Corporate notes and commercial paper		11,726		—		11,726		—
U.S. Government agency securities		16,982		—		16,982		—
Total financial instruments measured and recorded at fair value as of March 31, 2011	$	88,447	$	59,739	$	28,708	$	—

The above table excludes $14.2 million of cash balances on deposit at banks.

	As at June 30, 2010
	Fair Value		Level 1		Level 2		Level 3
Cash and cash equivalents:
Money market funds	$	51,660	$	51,660	$	—	$	—
Short-term investments:
Corporate notes and commercial paper		33,372		—		33,372		—
U.S. Government agency securities		14,003		—		14,003		—
Total financial instruments measured and recorded at fair value as of June 30, ‎2010	$	99,035	$	51,660	$	47,375	$	—

The above table excludes $16.8 million of cash balances on deposit at banks.

Money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market price in active markets. Short-term investments are classified within Level 2 of the fair value hierarchy because they are valued based on other observable inputs, including broker or dealer quotations, or alternative pricing sources. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from independent pricing services. Non-binding quotes are based on proprietary valuation models prepared by independent pricing services. These models use algorithms based on inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers, internal assumptions of the independent pricing service and statistically supported models. The Company corroborates the reasonableness of non-binding quotes received from the independent pricing service by comparing them to the a) actual experience gained from the purchases and redemption of investment securities, b) quotes received on similar securities obtained when purchasing securities and c) monitoring changes in ratings of similar securities and the related impact on the fair value. The types of instruments valued based on other observable inputs include corporate notes and commercial paper and U.S. Government agency securities. We reviewed our financial and non-financial assets and liabilities for the three and nine months ended March 31, 2011 and 2010 and concluded that there were no material impairment charges during each of these periods.

6.  Income Taxes

The Company recorded a benefit for income taxes of $228,000 and $77,000 for the three months and nine months ended March 31, 2011, compared to a benefit for income taxes of $153,000 and $87,000 for the three and nine months ended March 31, 2010.  The tax benefit determined for the three and nine months ended March 31, 2011 is primarily the result of a federal income tax refund claim filed during the three months ended March 31, 2011 for the carryback of tax year 2010 alternative minimum tax (AMT) losses to prior years.

The Company maintains liabilities for uncertain tax positions. As of March 31, 2011 and June 30, 2010, the Company’s total amounts of unrecognized tax benefits were $2.2 million and $2.1 million, respectively. Of the total of $2.2 million and $2.1 million of unrecognized tax benefits, respectively, only $0.1 million and $0.3 million, respectively, if recognized, would impact the effective tax rate.

While management believes that the Company has adequately provided for all tax positions, amounts asserted by tax authorities could be greater or less than the Company’s current position. Accordingly, the Company’s provisions on federal, state and foreign tax related matters to be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise resolved. The Company does not expect its unrecognized tax benefits to change materially over the next 12 months.

The Company’s only major tax jurisdiction is the United States. The Company is currently undergoing an income tax examination by the Internal Revenue Service (IRS) for its fiscal years 2008 and 2009.   For the various foreign and state taxing jurisdictions in which the Company operates, tax years from 2000 through 2010 remain open and subject to tax examination.

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7.  Common Stock

Common Shares Reserved for Issuance

At March 31, 2011, the Company has reserved shares of common stock for issuance as follows (in thousands):

Reserved under stock option plans	14,281
Reserved under employee stock purchase plan	860
Total	15,141

8.   Stock-Based Compensation

The Company estimated the grant date fair value of stock option awards and Employee Stock Purchase Plan (ESPP) rights using the Black-Scholes option valuation model with the following assumptions:

	Nine Months Ended‎ March 31,
Employee Incentive Plans	2011			2010
Expected life of option (in years)		5.75-6.26			6.08-6.50
Expected life of ESPP right (in years)		0.50			0.50
Risk-free interest rate for option		1.43-2.12	%		2.3-2.47	%
Risk-free interest rate for ESPP right		0.18-0.20	%		0.16-0.27	%
Volatility for option		57	%		57-58	%
Volatility for ESPP right		46-51	%		59-138	%
Dividend yield		0	%		0	%

During both the three months ended March 31, 2011 and 2010, the Company recorded stock-based compensation expense of $2.8 million, net of forfeitures. During the nine months ended March 31, 2011 and 2010, the Company recorded stock-based compensation expense of $8.3 million and $7.7 million, respectively, net of forfeitures.

Compensation expense is recognized only for the portion of stock options that are expected to vest. The Company estimates a forfeiture rate in determining stock-based compensation expense. A significant difference between actual and estimated forfeiture rates could affect the stock-based compensation expense recorded. As of March 31, 2011, total unrecognized compensation cost related to stock-based awards granted to employees and non-employee directors was $17.6 million, net of estimated forfeitures. This cost will be amortized on a ratable basis over a weighted-average vesting period of approximately three years.

9.   Stock Option Plan

In January 1997, the Board of Directors and stockholders adopted the 1997 stock option plan (the “1997 Plan”) which, as amended, provides for granting incentive stock options (“ISOs”) and nonqualified stock options (“NSOs”) for shares of common stock to employees, directors, and consultants of the Company. In September 2006, the Company’s Board of Directors increased the number of shares authorized and reserved for issuance under the 1997 Plan to 10,513,325 shares of common stock. In accordance with the 1997 Plan, the stated exercise price shall not be less than 100% and 85% of the estimated fair market value of common stock on the date of grant for ISOs and NSOs, respectively, as determined by the Board of Directors. The 1997 Plan provides that the options shall be exercisable over a period not to exceed ten years. Options generally vest ratably over four years from the date of grant. Options granted to certain executive officers are exercisable immediately and unvested shares issued upon exercise are subject to repurchase by the Company at the exercise price (“Class Two Options”). The Company’s repurchase right for such options lapses as the options vest, generally over four years from the date of grant. There were no unvested shares subject to repurchase as of March 31, 2011.

In February 2007, the Company adopted the 2007 Equity Incentive Plan (the “2007 Plan”) which, as amended, provides for grants of ISOs, NSOs, restrictive stock units (“RSUs”) and restrictive stock awards (“RSAs”) to employees, directors and consultants of the Company. This plan serves as the successor to the 1997 Plan, which terminated in January 2007. Five million shares of common stock were initially reserved for future issuance in the form of stock options, restricted stock awards or units, stock appreciation rights and stock bonuses. Pursuant to the automatic increase provisions of the 2007 Plan, the Company’s board of directors increased the number of shares authorized and reserved for issuance under the 2007 Plan by 2.2 million in February 2010 and 2.3 million in February 2011.

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Transactions under the 1997 and 2007 Option Plans are summarized as follows:

				Options Outstanding
(In thousands, except per share data and contractual term)	Shares Available‎ for Grant			Number of‎ Shares			Weighted‎ Average Exercise‎ Price		Weighted‎ Average‎ Remaining‎ Contractual‎ Term‎ (in Years)		Aggregate ‎Intrinsic‎ Value
Balance at July 1, 2010		4,510			7,492		$	4.59
Shares authorized		2,305
Termination of remaining shares available for grant under the 1997 Option Plan and other non-plan options		(7	)		—			—
Granted		(2,185	)		2,185			6.63
Exercised		—			(657	)		2.68
Cancelled, forfeited or expired		738			(738	)		5.35
Restricted stock units granted (see Note 11)		(849	)		—			—
Restricted stock units cancelled		289			—			—
Balance at March 31, 2011		4,801			8,282		$	5.21		6.9	$	26,318
Vested and expected to vest at March 31, ‎2011					7,575		$	5.13		6.7	$	24,696
Exercisable and vested at March 31, 2011					3,791		$	4.37		5.7	$	15,231

The total pre-tax intrinsic value for options exercised in the nine months ended March 31, 2011 and 2010, was $2.6 million and $1.6 million, respectively, representing the difference between the estimated fair values of the Company’s common stock underlying these options at the dates of exercise and the exercise prices paid. There were 7,000 cancelled options that expired under the 1997 Option Plan due to the termination of that plan.

10. Employee Stock Purchase Plan

On September 18, 2007, the Board of Directors approved the commencement of offering periods under a previously-approved employee stock purchase plan (the “ESPP”). The ESPP allows eligible employees to purchase shares of Company stock at a discount through payroll deductions. The ESPP consists of six-month offering periods commencing on May 1st and November 1st, each year. Employees purchase shares in the purchase period at 90% of the market value of the Company’s common stock at either the beginning of the offering period or the end of the offering period, whichever price is lower.

The ESPP was amended in November 2010 to permit employees to purchase shares in the purchase period at 85% of market value of the Company’s common stock at either the beginning of the offering period or the end of the offering period, whichever price is lower, effective for the offering period commencing on and after May 1, 2011.

In February of fiscal year 2011 and 2010, pursuant to the automatic increase provisions of the ESPP, the Company’s Board of Directors approved increases to the number of shares authorized and reserved for issuance under the ESPP by 469,980 shares and 449,000 shares, respectively, pursuant to the terms of that plan.

As of March 31, 2011, 860,000 shares had been reserved for future issuance.

11. Restricted Stock

Under the 2007 Plan, the Company can issue restricted stock awards to non-employee directors electing to receive them in lieu of an annual cash retainer.

In addition, restricted stock units can be issued under the 2007 Plan to eligible employees, and generally vest 25% at one year or 50% at two years from the date of grant and 25% annually thereafter.

Restricted stock award and restricted stock unit activity for the nine months ended March 31, 2011 and 2010 is as follows (in thousands):

	Nine Months Ended March 31, 2011			Nine Months Ended ‎March 31, 2010
Beginning balance		809			507
Awarded		849			359
Released		(253	)		(88	)
Forfeited		(207	)		(27	)
Ending balance		1,198			751

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            Information regarding restricted stock units outstanding at March 31, 2011 is summarized below:

	Number of Shares (thousands)		Weighted Average‎ Remaining‎ Contractual Lives	Aggregate Intrinsic ‎Value (thousands)
Shares outstanding		1,198	1.79 years	$	9,857
Shares vested and expected to vest		951	1.66 years		7,828

12. Litigation, Commitments and Contingencies

Litigation — The Company is not a party to any material litigation.

The Company could become involved in litigation from time to time relating to claims arising out of the ordinary course of business or otherwise. Any litigation, regardless of outcome, is costly and time-consuming, can divert the attention of management and key personnel from business operations and deter distributors from selling the Company’s products and dissuade potential customers from purchasing the Company’s products.

Leases — The Company leases its facilities under noncancelable operating leases which expire at various times through 2018. The leases provide for the lessee to pay all cost of utilities, insurance, and taxes. Future minimum lease payments under the noncancelable leases as of March 31, 2011, are as follows (in thousands):

Years Ending June 30,
2011 (remaining three months)	$	347
2012		1,627
2013		2,035
2014		1,930
2015		1,122
2016		866
Thereafter		1,571
Total	$	9,498

Lease obligations for the Company’s foreign offices are denominated in foreign currencies, which were converted in the above table to U.S. dollars at the interbank exchange rate on March 31, 2011.

Rent expense for the three months ended March 31, 2011 and 2010 was $0.5 million and $0.4 million respectively, and $1.4 million and $1.0 million for the nine months ended March 31, 2011 and 2010, respectively.

Purchase commitments —The Company had purchase commitments with contract manufacturers for inventory and with technology firms for usage of software licenses totaling approximately $25.5 million as of March 31, 2011 and $22.9 million as of June 30, 2010.

Indemnification — Under the indemnification provisions of the Company’s customer agreements, the Company agrees to indemnify and defend its customers against infringement of any patent, trademark, or copyright of any country or the misappropriation of any trade secret, arising from the customers’ legal use of the Company’s services. The exposure to the Company under these indemnification provisions is generally limited to the total amount paid by the customers under pertinent agreements. However, certain indemnification provisions potentially expose the Company to losses in excess of the aggregate amount received from the customer. To date, there have been no claims against the Company or its customers pertaining to such indemnification provisions and no amounts have been recorded.

The Company also has entered into customary indemnification agreements with each of its officers and directors.

13. Segment Information

The Company is organized as, and operates in, one reportable segment: the development and sale of IP voice communication systems. The Company’s chief operating decision-maker is its Chief Executive Officer. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of evaluating financial performance and allocating resources, accompanied by information about revenue by geographic regions. The Company’s assets are primarily located in the United States of America and not allocated to any specific region and it does not measure the performance of its geographic regions based upon asset-based metrics. Therefore, geographic information is presented only for revenue. Revenue by geographic region is based on the ship to address on the customer order.

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The following presents total revenue by geographic region (in thousands):

	Three Months Ended‎ March 31,				Nine Months Ended‎ March 31,
	2011		2010		2011		2010
United States	$	45,634	$	33,473	$	127,255	$	96,160
International		5,943		3,561		16,330		10,081
Total revenues	$	51,577	$	37,034	$	143,585	$	106,241

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this document. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed above in the section entitled “Risk Factors.”

Overview

We are a leading provider of IP telecommunications solutions for enterprises. Our solution is comprised of our switches, IP phones and software applications. We were founded in September 1996 and shipped our first system in 1998. We have continued to develop and enhance our product line since that time. We currently offer a variety of models of our switches and IP phones.

We sell our products primarily through channel partners that market and sell our systems to enterprises across all industries, including small, medium and large companies and public institutions. We believe our channel strategy allows us to reach a larger number of prospective enterprise customers more effectively than if we were to sell directly. The number of our authorized channel partners has grown to over 975 as of March 31, 2011. Channel partners typically purchase our products directly from us. Our internal sales and marketing personnel support these channel partners in their selling efforts. In some circumstances, the enterprise customer will purchase products directly from us, but in these situations we typically compensate the channel partner for its sales efforts. At the request of the channel partner, we often ship our products directly to the enterprise customer.

Most channel partners generally perform installation and implementation services for the enterprises that use our systems. In most cases, our channel partners provide the post-contractual support to the enterprise customer by providing first-level support services and purchasing additional services from us under a post-contractual support contract. For channel partners without support capabilities or that do not desire to provide support, we offer full support contracts to provide all of the support to enterprise customers.

We outsource the manufacturing of our products to contract manufacturers. Our outsourced manufacturing model allows us to scale our business without the significant capital investment and on-going expenses required to establish and maintain a manufacturing operation. Our phone and switch products are manufactured by contract manufacturers located in California and in China. Our contract manufacturers provide us with a range of operational and manufacturing services, including component procurement, final testing and assembly of our products. We work closely with our contract manufacturers to manage the cost of components, since our total manufacturing costs are directly tied to component costs. We regularly provide forecasts to our contract manufacturers, and we order products from our contract manufacturers based on our projected sales levels well in advance of receiving actual orders from our enterprise customers. We seek to maintain sufficient levels of finished goods inventory to meet our forecasted product sales and to compensate for unanticipated shifts in sales volume and product mix.

Although we have historically sold our systems primarily to small and medium sized enterprises, we expanded our sales and marketing activities to increase our focus on larger enterprise customers. Accordingly, we have a major accounts program whereby our sales personnel assist our channel partners to sell to large enterprise accounts, and we coordinate with our channel partners to enable them to better serve large multi-site enterprises. To the extent we are successful in penetrating larger enterprise customers; we expect that the sales cycle for our products will increase, and that the demands on our sales and support infrastructure will also increase.

We are headquartered in Sunnyvale, California and have a sales, customer support, general and administrative and engineering functions in Austin, Texas. The majority of our personnel work at these locations. Sales, engineering, and support personnel are located throughout the United States and, to a lesser extent, in the United Kingdom, Ireland, Germany, Belgium, Spain, Hong Kong, Singapore and Australia. Most of our enterprise customers are located in the United States. Revenue from international sales was 11.5% and 11.4% of our total revenue for the three and nine months ended March 31, 2011 and was less than 10% of total revenues for the three and nine months ended March 31, 2010. Although we intend to focus on increasing international sales, we expect that sales to enterprise customers in the United States will continue to comprise the significant majority of our sales.

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Key Business Metrics

We monitor a number of key metrics to help forecast growth, establish budgets, measure the effectiveness of sales and marketing efforts and measure operational effectiveness.

Initial and repeat sales orders. Our goal is to attract a significant number of new enterprise customers and to encourage existing enterprise customers to purchase additional products and support. Many enterprise customers make an initial purchase and deploy additional sites at a later date, and also buy additional products and support as their businesses expand. As our installed enterprise customer base has grown we have experienced an increase in revenue attributable to existing enterprise customers, which currently represents a significant portion of our total revenue.

Deferred revenue. Deferred revenue relates to the timing of revenue recognition for specific transactions based on service, support, specific commitments and other factors. Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from our transactions described above and are recognized as the revenue recognition criteria are met. Nearly all system sales include the purchase of post-contractual support contracts with terms of up to five years, and the rate of renewal on these contracts has been high historically. We recognize support revenue on a ratable basis over the term of the support contract. Since we receive payment for support in advance of our recognizing the related revenue, we carry a deferred revenue balance on our consolidated balance sheet. This deferred revenue helps provide predictability to our future support and services revenue. Accordingly, the level of purchases of post-contractual support with our product sales is an important metric for us along with the renewal rates for these services. Our deferred revenue balance at March 31, 2011 was $33.1 million, consisting of $1.5 million of deferred product revenue and $31.6 million of deferred support and services revenues, of which $22.5 million is expected to be recognized within one year.

Gross profit. Our gross profit for products is primarily affected by our ability to reduce hardware costs faster than the decline in average overall system prices. We have been able to maintain our product gross profit by reducing hardware costs through product redesign and volume discount pricing from our suppliers. We have also introduced new, lower cost hardware, which has continued to improve our product gross profit. In general, product gross profit on our switches is greater than product gross profit on our IP phones. As the prices and costs of our hardware components have decreased over time, our software components, which have lower costs than our hardware components, have represented a greater percentage of our overall system sales. We consider our ability to monitor and manage these factors to be a key aspect of maintaining product gross profit and increasing our profitability.

Gross profit for support and services is slightly lower than gross profit for products, and is impacted primarily by personnel costs and labor related expenses. The primary goal of our support and services function is to ensure maximum customer satisfaction and our investments in support personnel and infrastructure are made with this goal in mind. We expect that as our installed enterprise customer base grows, we will be able to improve gross profit for support and services through economies of scale. However, the timing of additional investments in our support and services infrastructure could materially affect our cost of support and services revenue, both in absolute dollars and as a percentage of support and services revenue and total revenue, in any particular period.

Operating expenses. Our operating expenses are comprised primarily of compensation and benefits for our employees and, therefore, the increase in operating expenses has been primarily related to increases in our headcount. We intend to expand our workforce to support our anticipated growth, and therefore our ability to forecast and increase revenue is critical to managing our operating expenses and profitability.

Basis of Presentation

Revenue. We derive our revenue from sales of our IP telecommunications systems and related support and services. Our typical system includes a combination of IP phones, switches and software applications. Channel partners buy our products directly from us. Prices to a given channel partner for hardware and software products depend on that channel partner’s volume and customer satisfaction metrics, as well as our own strategic considerations. In circumstances where we sell directly to the enterprise customer in transactions that have been assisted by channel partners, we report our revenue net of any associated payment to the channel partners that assisted in such sales. This results in recognized revenue from a direct sale approximating the revenue that would have been recognized from a sale of a comparable system through a channel partner.

Support and services revenue primarily consists of post-contractual support, and to a lesser extent revenue from training services, professional services and installations that we perform. Post-contractual support includes software updates which grant rights to unspecified software license upgrades and maintenance releases issued during the support period. Post-contractual support also includes both internet-based and phone-based technical support. Post-contractual support revenue is recognized ratably over the contractual service period.

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Cost of revenue. Cost of product revenue consists primarily of hardware costs, royalties and license fees for third-party software included in our systems, salary and related overhead costs of operations personnel, freight, warranty costs, amortization of acquired intangible assets and provision for excess inventory. The majority of these costs vary with the unit volumes of product sold. Cost of support and services revenue consists of salary and related costs of personnel engaged in support and services, and are substantially fixed in the near term.

Research and development expenses. Research and development expenses primarily include personnel costs, outside engineering costs, professional services, prototype costs, test equipment, software usage fees and facilities expenses. Research and development expenses are recognized when incurred. We are devoting substantial resources to the development of additional functionality for existing products and the development of new products and related software applications.

Sales and marketing expenses. Sales and marketing expenses primarily include personnel costs, sales commissions, travel, marketing promotional and lead generation programs, advertising, trade shows, demo equipment, professional services fees and facilities expenses. We plan to continue to invest in development of our distribution channel by increasing the size of our field sales force and the number of our channel partners to enable us to expand into new geographies, including Europe and Asia Pacific, and further increase our sales to large enterprises. In conjunction with channel growth, we plan to increase the investment in our training and support of channel partners to enable them to more effectively sell our products. We also plan to continue investing in our domestic and international marketing activities to help build brand awareness and create sales leads for our channel partners. We expect that sales and marketing expenses will increase in absolute dollars and remain our largest operating expense category.

General and administrative expenses. General and administrative expenses relate to our executive, finance, human resources, legal and information technology organizations. Expenses primarily include personnel costs, professional fees for legal, accounting, tax, compliance and information systems, travel, allowance for doubtful accounts, recruiting expense, software amortization costs, depreciation expense and facilities expenses. In addition, as we expand our business, we expect to increase our general and administrative expenses.

Other income (expense), net. Other income (expense) primarily consists of interest earned on cash and short-term investments and other miscellaneous income (expenses).

Income tax provision. Income tax provision includes federal, state and foreign tax on our income. Historically, we accumulated substantial net operating loss and tax credit carryforwards. We account for income taxes under an asset and liability approach. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax reporting purposes, net operating loss carry-forwards and other tax credits measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized.

Critical Accounting Policies and Estimates

The preparation of our financial statements and related disclosures in conformity with generally accepted accounting principles in the United States of America, or GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on historical experience and various other factors that we believe are reasonable under the circumstances. We consider our accounting policies related to revenue recognition, allowance for doubtful accounts, stock-based compensation, inventory valuation, impairment of goodwill and other long-term assets, and accounting for income tax to be critical accounting policies. A number of significant estimates, assumptions, and judgments are inherent in our determination of when to recognize revenue, how to estimate doubtful accounts, the calculation of stock-based compensation expense, and how we value inventory. We base our estimates and judgments on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates. Other than the impairment assessment of goodwill and other long-term assets resulting from the acquisition of Agito Networks, Inc., in the second quarter and adoption of the new revenue recognition rules at the beginning of the fiscal year as discussed in Note 2 of the condensed consolidated financial statements included in Part I, Item 1 of this quarterly report on Form 10-Q, management believes there have been no significant changes during the nine months ended March 31, 2011 to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2010 Annual Report on Form 10-K filed with the Securities and Exchange Commission. For a description of those accounting policies, please refer to our 2010 Annual Report on Form 10-K.

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Results of Operations

The following table sets forth selected condensed consolidated statements of operations data for three and nine months ended March 31, 2011 and 2010 (Amounts in thousands, except per share amounts).

	(Unaudited) Three Months Ended‎ March 31,						(Unaudited) Nine Months Ended‎ March 31,
	2011			2010			2011			2010
REVENUE:
Product	$	41,248		$	28,945		$	114,387		$	83,685
Support and services		10,329			8,089			29,198			22,556
Total revenue		51,577			37,034			143,585			106,241
COST OF REVENUE:
Product (1)		12,979			10,049			37,593			29,369
Support and services (1)		3,515			2,933			9,616			8,323
Total cost of revenue		16,494			12,982			47,209			37,692
GROSS PROFIT		35,083			24,052			96,376			68,549
OPERATING EXPENSES:
Research and development (1)		12,562			8,634			33,396			23,666
Sales and marketing (1)		18,920			14,726			54,437			39,653
General and administrative (1)		6,377			5,214			19,118			14,596
Total operating expenses		37,859			28,574			106,951			77,915
LOSS FROM OPERATIONS		(2,776	)		(4,522	)		(10,575	)		(9,366	)
OTHER INCOME (EXPENSE):
Interest income		105			100			447			296
Other		61			(220	)		333			(128	)
Total other income (expense)		166			(120	)		780			168
LOSS BEFORE BENEFIT FROM  INCOME TAXES		(2,610	)		(4,642	)		(9,795	)		(9,198	)
BENEFIT FROM INCOME TAXES		228			153			77			87
NET LOSS	$	(2,382	)	$	(4,489	)	$	(9,718	)	$	(9,111	)
Net loss per share — basic and diluted  (2)	$	(0.05	)	$	(0.10	)	$	(0.21	)	$	(0.20	)
Shares used in computing net loss per share—basic and diluted  (2)		46,249			44,941			45,862			44,731
______________
(1) Includes stock-based compensation expense as follows:
Cost of product revenue	$	32		$	34		$	94		$	99
Cost of support and services revenue		111			207			472			553
Research and development		1,086			805			2,688			2,248
Sales and marketing		459			911			2,212			2,528
General and administrative		1,112			861			2,786			2,320
Total stock-based compensation expense	$	2,800		$	2,818		$	8,252		$	7,748
(2) Potentially dilutive securities were not included in the computation of diluted net loss per share because to do so would have been anti-dilutive.

19

            The following table sets forth selected condensed consolidated statements of operations data as a percentage of total revenue for each of the periods indicated.

	(Unaudited) Three Months Ended ‎March 31,						(Unaudited) Nine Months Ended‎ March 31,
	2011			2010			2011			2010
REVENUE:
Product		80	%		78	%		80	%		79	%
Support and services		20	%		22	%		20	%		21	%
Total revenue		100	%		100	%		100	%		100	%
COST OF REVENUE:
Product		25	%		27	%		26	%		28	%
Support and services		7	%		8	%		7	%		8	%
Total cost of revenue		32	%		35	%		33	%		36	%
GROSS PROFIT		68	%		65	%		67	%		64	%
Operating expenses:
Research and development		24	%		23	%		23	%		22	%
Sales and marketing		37	%		40	%		38	%		37	%
General and administrative		12	%		14	%		14	%		14	%
Total operating expenses		73	%		77	%		75	%		73	%
LOSS FROM OPERATIONS		(5	)%		(12	)%		(8	)%		(9	)%
OTHER INCOME, net		0	%		0%	%		1	%		0	%
LOSS BEFORE BENEFIT FROM INCOME TAXES		(5	)%		(12	)%		(7	)%		(9	)%
BENEFIT FROM INCOME TAXES		0	%		0%	%		0	%		0	%
NET LOSS		(5	)%		(12	)%		(7	)%		(9	)%

Use of Non-GAAP Financial Measures

We believe that evaluating our ongoing operating results may limit the reader’s understanding if limited to reviewing only generally accepted accounting principles (GAAP) financial measures. Many investors and analysts have requested that, in addition to reporting financial information in accordance with GAAP we also disclose certain non-GAAP information because it is useful in understanding our performance as it excludes non-cash and other special charges or credits that many investors and management feel may obscure our true operating performance. Likewise, we use these non-GAAP financial measures to manage and assess the profitability of the business and determine a portion of our employee compensation. We do not consider stock-based compensation expenses, amortization of acquisition-related intangibles and other special charges and related tax adjustments in managing the core operations. These measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. Non-GAAP net income (loss) is calculated by adjusting GAAP net income (loss) for stock-based compensation expense, amortization of acquisition-related intangibles, restructuring benefit, executive severance expense and the related tax impacts. Basic and diluted non-GAAP net income (loss) per share is calculated by dividing non-GAAP net income (loss) by the weighted average number of basic and diluted shares outstanding for the period. However, in case of a non-GAAP loss, potentially dilutive securities are not included in the computation of diluted non-GAAP net loss per share as including them would be anti-dilutive. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP, and because these amounts are not determined in accordance with GAAP, they should not be used exclusively in evaluating our business and operations. We have provided a reconciliation of non-GAAP financial measures in the table below.

20

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except per share amounts)

(Unaudited)

	Three Months Ended									Nine Months Ended
	March 31, 2011									March 31, 2011
	GAAP			Excludes			Non-GAAP			GAAP			Excludes			Non-GAAP
Revenue:
Product	$	41,248		$	-		$	41,248		$	114,387		$	-		$	114,387
Support and services		10,329			-			10,329			29,198			-			29,198
Total revenues		51,577			-			51,577			143,585			-			143,585
Cost of revenue
Product		12,979			(207	)  (a),(c)		12,772			37,593			(410	)(a),(c)		37,183
Support and services		3,515			(111	)  (a)		3,404			9,616			(472	)(a)		9,144
Total cost of revenue		16,494			(318	)		16,176			47,209			(882	)		46,327
Gross profit		35,083			318			35,401			96,376			882			97,258
Gross profit %		68.0	%					68.6	%		67.1	%					67.7	%
Operating expenses:
Research and development		12,562			(1,086	)  (a)		11,476			33,396			(2,688	)(a)		30,708
Sales and marketing		18,920			(469	)  (a),(c)		18,451			54,437			(2,231	)(a),(c)		52,206
General and administrative		6,377			(1,112	)  (a)		5,265			19,118			(3,311	)(a),(b)		15,807
Total operating expenses		37,859			(2,667	)		35,192			106,951			(8,230	)		98,721
Income (Loss) from operations		(2,776	)		2,985			209			(10,575	)		9,112			(1,463	)
Other income, net		166			-			166			780			-			780
Income (Loss) before provision for income taxes		(2,610	)		2,985			375			(9,795	)		9,112			(683	)
Benefit from income taxes		228			(1	)  (d)		227			77			(1	)(d)		76
Net income (loss)	$	(2,382	)	$	2,984		$	602		$	(9,718	)	$	9,111		$	(607	)
Net income (loss) per share:
Basic	$	(0.05	)	$	0.06		$	0.01		$	(0.21	)	$	0.20		$	(0.01	)
Diluted (e)	$	(0.05	)	$	0.06		$	0.01		$	(0.21	)	$	0.20		$	(0.01	)
Shares used in computing net loss per share:
Basic		46,249						46,249			45,862						45,862
Diluted (e)		46,249						48,209			45,862						45,862
(a)   Excludes stock-based compensation as follows:
Cost of product revenue				$	32								$	94
Cost of support and services revenue					111									472
Research and development					1,086									2,688
Sales and marketing					459									2,212
General and administrative					1,112									2,786
				$	2,800								$	8,252
(b)   Excludes severance for former Chief Executive Officer:
General and administration				$	-								$	525
				$	-								$	525
(c)   Excludes amortization of acquisition-related intangibles:
Cost of product revenue				$	175								$	316
Sales and marketing					10									19
				$	185								$	335
(d)   Excludes the tax impact of the items which are excluded in (a) to (c) above.
(e)    Diluted net income per share and share count reflect the weighted average number of common shares used in the basic net income per share calculation plus the effects of all potentially dilutive securities. Potentially dilutive securities were not included in the calculation of diluted net loss per share for the periods which had a net loss because to do so would have been anti-dilutive.

21

	Three Months Ended									Nine Months Ended
	March 31, 2010									March 31, 2010
	GAAP			Excludes			Non-GAAP			GAAP			Excludes			Non-GAAP
Revenue:
Product	$	28,945		$	-		$	28,945		$	83,685		$	-		$	83,685
Support and services		8,089			-			8,089			22,556			-			22,556
Total revenues		37,034			-			37,034			106,241			-			106,241
Cost of revenue
Product		10,049			(34	)(a)		10,015			29,369			(99	)(a)		29,270
Support and services		2,933			(207	)(a)		2,726			8,323			(553	)(a)		7,770
Total cost of revenue		12,982			(241	)		12,741			37,692			(652	)		37,040
Gross profit		24,052			241			24,293			68,549			652			69,201
Gross profit %		64.9	%					65.6	%		64.5	%					65.1	%
Operating expenses:
Research and development		8,634			(805	)(a)		7,829			23,666			(2,248	)(a)		21,418
Sales and marketing		14,726			(911	)(a)		13,815			39,653			(2,501	)(a),(b)		37,152
General and administrative		5,214			(861	)(a)		4,353			14,596			(2,320	)(a)		12,276
Total operating expenses		28,574			(2,577	)		25,997			77,915			(7,069	)		70,846
Income (Loss) from operations		(4,522	)		2,818			(1,704	)		(9,366	)		7,721			(1,645	)
Other income, net		(120	)		-			(120	)		168			-			168
Income (Loss) before provision for income taxes		(4,642	)		2,818			(1,824	)		(9,198	)		7,721			(1,477	)
Benefit from (Provision for) income taxes		153			4	(c)		157			87			(28	)(c)		59
Net income (loss)	$	(4,489	)	$	2,822		$	(1,667	)	$	(9,111	)	$	7,693		$	(1,418	)
Net income (loss) per share:
Basic	$	(0.10	)	$	0.06		$	(0.04	)	$	(0.20	)	$	0.17		$	(0.03	)
Diluted (d)	$	(0.10	)	$	0.06		$	(0.04	)	$	(0.20	)	$	0.17		$	(0.03	)
Shares used in computing net loss per share:
Basic		44,941						44,941			44,731						44,731
Diluted (d)		44,941						44,941			44,731						44,731
(a)   Excludes stock-based compensation as follows:
Cost of product revenue				$	34								$	99
Cost of support and services revenue					207									553
Research and development					805									2,248
Sales and marketing					911									2,528
General and administrative					861									2,320
				$	2,818								$	7,748
(b)    Excludes restructuring benefit as follows:
Sales and marketing				$	-								$	(27	)
				$	-								$	(27	)
(c)   Excludes the tax impact of the items which are excluded in (a) and (b) above.
(d)   Diluted net income per share and share count reflect the weighted average number of common shares used in the basic net income per share calculation plus the effects of all potentially dilutive securities. Potentially dilutive securities were not included in the calculation of diluted net loss per share for the periods which had a net loss because to do so would have been anti-dilutive.

22

Comparison of the three months ended March 31, 2011 and March 31, 2010

Total revenue.

	Three Months Ended‎ March 31,
(Dollars in thousands)	2011		2010		Dollar ‎Variance		Percent‎ Variance
Total revenue	$	51,577	$	37,034	$	14,543		39	%

Total revenue increased by $14.5 million or 39% during the three months ended March 31, 2011 as compared to the three months ended March 31, 2010. This increase was primarily attributable to increases in both product and support and service revenues.  Product revenue increased $12.3 million or 43% during the comparable period and support and services revenue increased by $2.2 million, or 28%, during the comparable period.  The increase in product revenue was primarily attributable to obtaining new customers and reseller partners in domestic and international markets, as well as the continued growth and expansion in our installed customer base as we continue to grow our sales organization. The increase in support and service revenue is primarily due to overall growth in our installed customer base coupled with increased support renewals.

Cost of revenue and gross profit.

	Three Months Ended‎ March 31,
(Dollars in thousands)	2011			2010			Dollar‎Variance		Percent‎Variance
Cost of revenue	$	16,494		$	12,982		$	3,512		27	%
Gross profit		35,083			24,052			11,031		46	%
Gross margins		68.0	%		64.9	%

Cost of revenue. Gross margins increased from 65% during the three months ended March 31, 2010 to 68% during the three months ended March 31, 2011. Product gross margins during three months ended March 31, 2011 was 69% of product revenue as compared to 65% during the three months ended March 31, 2010. The increase in the product margin was mainly due to higher demand and lower production costs as we moved the production of certain products to overseas manufacturers. Service margins during the three months ended March 31, 2011 were 66% of service revenues as compared to 64% during the three months ended March 31, 2010. The increase in service margins is due to the growth in service revenues outpacing the increased cost of services and support and the reduction of the cost of third party support costs.

Operating expenses.

	Three Months Ended‎ March 31,
(Dollars in thousands)	2011		2010		Dollar‎Variance		Percent‎Variance
Research and development	$	12,562	$	8,634	$	3,928		45	%
Sales and marketing		18,920		14,726		4,194		28	%
General and administrative		6,377		5,214		1,163		22	%

Research and development. Research and development expenses increased by $3.9 million or 45% during the three months ended March 31, 2011 as compared to three months ended March 31, 2010. The increase is primarily attributable to an increase of $2.1 million in employee related expenses including salaries, fringe benefits and stock-based compensation, an increase of $0.9 million in incentive compensation, an increase of $0.3 million in consulting related expenses associated with various product development projects and an increase of $0.3 million in facility and office related expenses.

Sales and marketing. Sales and marketing expenses increased by $4.2 million or 28% during the three months ended March 31, 2011 as compared to three months ended March 31, 2010. The increase was primarily attributable to an increase of $2.4 million in employee related expenses including payroll, fringe benefits and stock-based compensation, an increase of $0.8 million in sales commissions, an increase of $0.4 million in incentive compensation and an increase of $0.6 million in travel related expenses. These increases were partially offset by a slight decrease in consulting related expenses of $0.3 million.

General and administrative. General and administrative expenses increased by $1.2 million or 22% during the three months ended March 31, 2011 as compared to three months ended March 31, 2010. The increase was primarily attributable to an increase of $0.8 million in employee related expenses including salaries, fringe benefits and stock-based compensation and $0.4 million in incentive compensation.

23

Other income, net.

	Three Months Ended‎ March 31,
(Dollars in thousands)	2011		2010			Dollar‎ Variance		Percent ‎Variance
Other income, net	$	166	$	(120	)	$	286		238	%

Other income, net. Other income increased by $0.3 million during the three months ended March 31, 2011 as compared to the three months ended March 31, 2010. The increase was attributable to gain of $0.1 million on foreign exchange due to strengthening of the foreign currencies relative to the U.S. dollar for outstanding accounts receivable and an increase of $0.2 million in net interest income due to better yields on short-term investments.

Income tax benefit.

	Three Months Ended‎ March 31,
(Dollars in thousands)	2011		2010		Dollar‎ Variance		Percent‎ Variance
Tax benefit	$	228	$	153	$	75		49	%

Income tax benefit. The income tax benefit increased by $0.1 million or 49% during the three months ended March 31, 2011 as compared to three months ended March 31, 2010. This increase in tax benefit resulted from the Company’s filing of a federal income tax refund claim this quarter for the carryback of 2010 tax losses to prior years.

Comparison of the nine months ended March 31, 2011 and March 31, 2010

Total revenue.

	Nine Months Ended‎ March 31,
(Dollars in thousands)	2011		2010		Dollar‎ Variance		Percent ‎Variance
Total revenue	$	143,585	$	106,241	$	37,344		35	%

Total revenue increased by $37.3 million or 35% during the nine months ended March 31, 2011 as compared to the nine months ended March 31, 2010.  This increase was primarily attributable to increases in both product revenues which increased by $30.7 million or 37%, and support and service revenues which increased by $6.6 million or 29% as compared to the nine months ended March 31, 2010. The overall increase in revenue is primarily due to increased customer traction as a result of our expanded sales and marketing efforts to increase brand awareness and overall market acceptance of our suite of products.  The increase in product revenue is attributable to an increase in sales of phones and switches to new customers as well as a growing customer and reseller partner base.  The increase in support and service revenue is due to an increase in support renewals and increased demand for our services.

Cost of revenue and gross profit.

	Nine Months Ended‎ March 31,
(Dollars in thousands)	2011			2010			Dollar‎ Variance		Percent‎ Variance
Cost of revenue	$	47,209		$	37,692		$	9,517		25	%
Gross profit		96,376			68,549			27,827		41	%
Gross margins		67.1	%		64.5	%

Cost of revenue. Gross margins increased from 65% during the nine months ended March 31, 2010 to 67% during the nine months ended March 31, 2011. Service margins during the nine months ended March 31, 2011 were 67% of service revenues as compared to 63% during the nine months ended March 31, 2010. The increase in service margins was due to the growth in service revenues outpacing the increased cost of services and support and the reduction of third party support costs.

Product gross margins during the nine months ended March 31, 2011 were 67% as compared to 65% during the nine months ended March 31, 2010. The increase is mainly due to lower fixed costs and unit costs.

24

Operating expenses.

	Nine Months Ended‎ March 31,
(Dollars in thousands)	2011		2010		Dollar‎ Variance		Percent‎ Variance
Research and development	$	33,396	$	23,666	$	9,730		41	%
Sales and marketing		54,437		39,653		14,784		37	%
General and administrative		19,118		14,596		4,522		31	%

Research and development. Research and development expenses increased by $9.7 million or 41% during the nine months ended March 31, 2011 as compared to the nine months ended March 31, 2010. This increase was primarily attributable to an increase of $5.2 million in employee related expenses such as payroll, fringe benefits and stock-based compensation, an increase of $1.4 million in consulting expenses to support various development projects, an increase of $1.2 million in incentive compensation, an increase of $0.9 million in office facilities related expenses and an increase of $0.6 million in equipment and software expenses used for development and testing purposes.

Sales and marketing. Sales and marketing expenses increased by $14.8 million or 37% in the nine months ended March 31, 2011 as compared to the nine months ended March 31, 2010. The increase was primarily attributable to an increase of $6.5 million in employee related expenses including payroll, fringe benefits and stock-based compensation, an increase of $2.6 million in advertising, branding and promotional activities, an increase of $2.0 million in sales commissions, an increase of $1.6 million in travel expenses associated with our expanded sales force, an increase of $1.0 million in facilities expenses and equipment costs and an increase of $0.6 million in incentive compensation.

General and administrative. General and administrative expenses increased by $4.5 million or 31% in the nine months ended March 31, 2011 as compared to the nine months ended March 31, 2010. The increase was primarily attributable to an increase of $1.7 million in employee payroll and benefits, $0.5 million of severance paid to CEO, an increase of $1.0 million in consulting and professional services and an increase of $1.1 million in equipment and software related expenses.

Other income, net.

	Nine Months Ended‎ March 31,
(Dollars in thousands)	2011		2010		Dollar ‎Variance		Percent‎Variance
Other income, net	$	780	$	168	$	612		364	%

Other income, net. Other income increased by $0.6 million during the nine months ended March 31, 2011 as compared to nine months ended March 31, 2010. The increase was attributable to an increase in interest income of $0.3 million partly from the interest income received related to an income tax refund received in the current year and an increase of $0.3 million in foreign exchange gain due to strengthening of the foreign currencies relative to the U.S. dollar.

Income tax benefit.

	Nine Months Ended‎ March 31,
(Dollars in thousands)	2011		2010		Dollar‎Variance			Percent‎Variance
Tax benefit	$	77	$	87	$	(10	)		(11	)%

Income tax benefit. The income tax benefit decreased by $10,000 or 11% during the nine months ended March 31, 2011 as compared to nine months ended March 31, 2010.

25

Liquidity and Capital Resources

Balance Sheet and Cash Flows

The following table summarizes our cash, cash equivalents and short-term investments (in thousands):

	March 31, ‎ 2011		June 30,‎ 2010		Increase/ ‎(Decrease)
Cash, cash equivalents and short-term investments:
Cash and cash equivalents	$	73,923	$	68,426	$	5,497
Short-term investments		28,708		47,375		(18,667	)
Total	$	102,631	$	115,801	$	(13,170	)

As of March 31, 2011, our principal sources of liquidity consisted of cash, cash equivalents and short-term investments of $102.6 million and accounts receivable, net, of $27.1 million.

Our principal uses of cash, cash equivalents and short-term investments historically have consisted of the purchase of finished goods inventory from our contract manufacturers, payroll and other operating expenses related to the development of new products and purchases of property and equipment.

We believe that our $102.6 million of cash, cash equivalents and short-term investments as of March 31, 2011 will be sufficient to fund our operating requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities, the addition of new business initiatives, the timing and extent of our expansion into new territories, the timing of introductions of new products and enhancements to existing products, the continuing market acceptance of our products and acquisition and licensing activities. We may enter into agreements relating to potential investments in, or acquisitions of, complementary businesses or technologies in the future, which could also require us to seek additional equity or debt financing. Please refer to Note 3 to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q, regarding the acquisition of Agito Networks, Inc. by the Company in October 2010. If needed, additional funds may not be available on terms favorable to us or at all.

The following table shows our cash flows from operating activities, investing activities and financing activities:

	Nine Months Ended
(In thousands)	March 31,‎ 2011		March 31,‎ 2010
Net cash flow provided by (used in):
Operating activities	$	1,970	$	10,233
Investing activities		776		(17,735	)
Financing activities		2,751		1,386
Net increase (decrease) in cash and cash equivalents	$	5,497	$	(6,116	)

Cash flows from operating activities

Our cash flows from operating activities are significantly influenced by our cash expenditures to support the growth of our business in operating expense areas such as research and development, sales and marketing and general and administration. Our operating cash flows are also influenced by our working capital needs to support growth and fluctuations in inventory, accounts receivable, vendor accounts payable and other current assets and liabilities. We procure finished goods inventory from our contract manufacturers and typically pay them in 30 days. We extend credit to our channel partners and typically collect in 40 to 60 days. In some cases we also prepay for license rights to third-party products in advance of sales.

Net loss during the nine months ended March 31, 2011 and 2010 included non-cash charges of $8.3 million and $7.7 million in stock-based compensation expense, respectively, and $3.2 million and $2.0 million in depreciation and amortization, respectively.

Cash provided by operating activities during the nine months ended March 31, 2011 also reflected net changes in operating assets and liabilities. The changes in cash consist of a decrease in prepaid expenses and other current assets of $4.1 million, a decrease in other assets of $0.6 million, an increase in deferred revenue of $4.3 million, an increase in accrued employee compensation liability of $1.4 million and an increase in accounts payable of $0.7 million offset by an increase in inventories of $6.4 million, an increase in accounts receivables of $2.3 million and a decrease of $2.6 million in accrued liabilities.

Cash provided by operating activities during the nine months ended March 31, 2010 also reflected net changes in operating assets and liabilities, which provided $9.4 million consisting primarily of a decrease in accounts receivables of $1.9 million due to a decrease in days sales outstanding, an increase in accrued employee compensation of $1.3 million, an increase in deferred revenue of $4.1 million due to higher maintenance support contracts, an increase of $5.6 million in accrued liabilities, and a decrease in other assets of $1.0 million, partially offset by an increase in prepaid and other current assets of $3.7 million, an increase in inventories of $0.5 million and a decrease in accounts payable of $0.3 million.

26

Cash flows from investing activities

We have classified our investment portfolio as “available for sale,” and our investments are made with a policy of capital preservation and liquidity as the primary objectives. We may hold investments in corporate bonds to maturity; however, we may sell an investment at any time if the quality rating of the investment declines, the yield on the investment is no longer attractive or we are in need of cash for operating or strategic purposes.

Net cash provided by investing activities was $0.8 million in the nine months ended March 31, 2011 as compared to net cash used of $17.7 million in the nine months ended March 31, 2010. Net cash provided by investing activities in the nine months ended March 31, 2011 related to proceeds from maturities of short-term investments of $21.2 million offset by purchase consideration of $11.4 million paid for the acquisition of Agito Networks, Inc. in October 2010, purchase of short-term investments of $3.1 million, purchase of property, plant and equipment of $5.1 million and purchase of a perpetual license and patent of $0.8 million. Net cash used in investing activities in the first nine months ended March 31, 2010 related to net purchase of short-term investments of $13.0 million, purchase of fixed assets of $3.5 million and purchase of a software license and other of $1.2 million.

Cash flows from financing activities

Net cash provided by financing activities was $2.8 million for the nine months ended March 31, 2011 and $1.4 million for the nine months ended March 31, 2010, respectively, primarily from the exercise of common stock options and issuance of common stock under our employee stock purchase plan.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements nor do we have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Contractual obligations and commitments

The following table summarizes our contractual obligations as of March 31, 2011 and the effect that such obligations are expected to have on our liquidity and cash flows in future periods:

	Payments Due By Period
(Dollars in thousands)	Less than 1‎Year		1 - 3 Years		3 - 5 Years		5 years and after		Total
Operating leases	$	1,436	$	5,410	$	1,744	$	908	$	9,498
Purchase obligations		24,742		250		250		250		25,492
Total	$	26,178	$	5,660	$	1,994	$	1,158	$	34,990

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For quantitative and qualitative disclosures about market risk affecting ShoreTel, Inc., see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended June 30, 2010. Our exposure to market risk has not changed materially since June 30, 2010.

ITEM  4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our 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”)) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of end of such period, our disclosure controls and procedures were effective.

Internal Control Over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II: OTHER INFORMATION

ITEM  1. LEGAL PROCEEDINGS

The Company is not a party to any material litigation.

ITEM  1A. RISK FACTORS

Except as noted below, there are no material changes in our risk factors as described in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K, for the fiscal year ended June 30, 2010.

We recently made an acquisition and may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders, increase expenses, and otherwise disrupt our operations and harm our operating results.

We recently acquired a company, and we may acquire or invest in other businesses, products or technologies that we believe could complement or expand our capabilities or otherwise offer growth opportunities.  The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated.  We cannot assure you that we will realize the anticipated benefits of these acquisitions.

There are inherent risks in integrating and managing corporate acquisitions, and we have limited experience with acquisitions.  If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including:

· unanticipated costs or liabilities associated with the acquisition;

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

· harm to our existing business relationships with business partners and customers as a result of the acquisition;

· the potential loss of key employees;

· use of resources that are need in other parts of our business; and

· use of substantial portions of our available cash to consummate the acquisition.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to goodwill and other indefinite lived intangible assets, which must be assessed for impairment at least annually. Also, contingent considerations related to the acquisitions will be remeasured to fair value at each reporting period, with any changes in the value recorded as income or expense. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could harm our results of operations

Future acquisitions could result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial condition may suffer.

We are embarking on a new distribution strategy, which could be disruptive to our business.

Substantially all of our total revenue is generated through indirect sales channels. These indirect sales channels primarily consist of third-party resellers that market and sell telecommunications systems and other products and services to customers. We have recently announced that we will now sell our products through distributors as well as resellers in the United States.  As a result, we have contracted with distributors who will purchase our products, add value such as other products and services, and then distribute our products through resellers.  This new strategy is intended to increase our distribution channel and enable our revenue growth, but it could also disrupt our existing established reseller channels.

We have no long-term contracts or minimum purchase commitments with our distributors, and our contracts with these distributors do not prohibit them from offering products or services that compete with ours. Our competitors may be effective in providing incentives to existing and potential distributors to favor their products or to prevent or reduce sales of our products. Our distributors may choose not to offer our products exclusively or at all. Our failure to establish and maintain successful relationships with our distributors could materially adversely affect our business, operating results and financial condition.

We have had significant executive management turnover, and may not be able to retain or attract the executives we need to succeed.

We have had significant turnover in our executive team. Our former Chief Executive Officer, John W. Combs, resigned as our Chief Executive Officer and a member of the Board of Directors effective September 30, 2010. On December 13, 2010 we announced that Peter Blackmore joined the Company as our Chief Executive Officer and as a member of the Board of Directors.  In addition, our Vice President of Global Support, Walt Weisner, departed the Company in July 2010 and was replaced by Donald Joos in April 2011.

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We cannot assure you that we will be able to retain other key employees, including senior management and executive positions. If we cannot attract and retain these executives and key employees, our business would be harmed, particularly if the departure of any executive or key employee results in a business interruption, or if we are not successful in preserving material knowledge of our departing employees.

The recent natural disaster in Japan could negatively impact the supply of our products.

The recent earthquake and tsunami in Japan have disrupted the global supply chain for components manufactured in Japan, some of which are incorporated in our products. While our immediate supply chain does not appear to have been materially impacted, due to cross dependencies, supply chain disruptions stemming from the occurrences in Japan could negatively impact our ability to supply products to our customers. We might not be able to obtain a second source of components on reasonable terms, or at all. If we are unable to supply products to our customers, our business and financial condition could suffer. While we have built up our inventory to minimize risk of supply chain disruption and believe our supply is relatively secure, we are currently working toward the expedited qualification of second source suppliers of any affected components. We continue to monitor the effect of the events in Japan on end demand patterns and inventory levels throughout the supply chain.

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

Use of Proceeds from Public Offering of Common Stock

The effective date of the registration statement for our initial public offering was July 2, 2007. As of March 31, 2011, the proceeds from our initial public offering have been invested in cash, cash equivalents and short term investments. None of the use of the proceeds was made, directly or indirectly, to our directors, officers, or persons owning 10% or more of our common stock.

ITEM  6. EXHIBITS

See Index to Exhibits following the signature page to this Form 10-Q, which is incorporated by reference herein.

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SIGNATURES

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

Date: May 9, 2011
	ShoreTel, Inc.
	By:	/s/ Michael E. Healy
		Michael E. Healy Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Exhibit Title
10.1+	Executive Employment Agreement with Peter Blackmore dated December 9, 2010
10.2+	Form of "Tier 2" Retention Incentive Agreement
10.3+	Form of "Tier 3" Retention Incentive Agreement
31.1(1)	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2(1)	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1(1)	Section 1350 Certification of Chief Executive Officer.
32.2(1)	Section 1350 Certification of Chief Financial Officer.

(1) This certification accompanying this report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

+Management compensatory plan or arrangement.

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