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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 December 31, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission File Number 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   ̈

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   ̈    No   ̈

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

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 January 28, 2011, 46,146,492 shares of the registrants common stock were outstanding.









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SHORETEL, INC. AND SUBSIDIARIES

FORM 10-Q for the Quarter Ended December 31, 2010

INDEX



|                              |  |                                                                                                                      |    |  |    | 
|----------------------------- |  | -------------------------------------------------------------------------------------------------------------------- | -- |  | -- | 
|                              |  | Page                                                                                                                 |   
|PART I: Financial Information |  |                                                                                                                      | 3  | 
|                              |  |                                                                                                                     
|Item 1                        |  | Financial Statements (Unaudited)                                                                                     |    |  | 3  | 
|                              |  | Condensed Consolidated Balance Sheets as of December 31, 2010 and June 30, 2010                                      |    |  | 3  | 
|                              |  | Condensed Consolidated Statements of Operations for the three months and six months ended December 31,
 2010and 2009 |    |  | 4  | 
|                              |  | Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2010 and 2009                  |    |  | 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                                                           |    |  | 28 | 
|Item 4                        |  | Controls and Procedures                                                                                              |    |  | 28 | 
|                              | 
|PART II: Other Information    |  |                                                                                                                      | 29 | 
|                              |  |                                                                                                                     
|Item 1                        |  | Legal Proceedings                                                                                                    |    |  | 29 | 
|Item 1A                       |  | Risk Factors                                                                                                         |    |  | 29 | 
|Item 2                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                          |    |  | 30 | 
|Item 6                        |  | Exhibits                                                                                                             |    |  | 30 | 
|                              |  | Signatures                                                                                                           |    |  | 31 | 
|                              |  | Exhibit Index                                                                                                        |    |  | 32 | 



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PART I. FINANCIAL INFORMATION



|ITEM 1: | FINANCIAL STATEMENTS (Unaudited)
|------- | --------------------------------

SHORETEL, INC. AND SUBSIDIARIES

CONDENSED
CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)



|                                                                                                                                                                                                      |  |                   |          |   |               |   |          |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | - | ------------- | - | -------- | -
|                                                                                                                                                                                                      |  | December 31, 2010 |          |   | June 30, 2010 |  
|ASSETS                                                                                                                                                                                                |  |                   |          |   |               |   |          |  
|CURRENT ASSETS:                                                                                                                                                                                       |  |                   |          |   |               |   |          |  
|Cash and cash equivalents                                                                                                                                                                             |  | $                 | 55,304   |   |               | $ | 68,426   |  
|Short-term investments                                                                                                                                                                                |  |                   | 50,122   |   |               |   | 47,375   |  
|Accounts receivable, net of allowance of $778 and $876 as of December 31, 2010 and June 30, 2010,
respectively                                                                                        |  |                   | 24,628   |   |               |   | 24,596   |  
|Inventories                                                                                                                                                                                           |  |                   | 12,760   |   |               |   | 9,954    |  
|Prepaid expenses and other current assets                                                                                                                                                             |  |                   | 3,948    |   |               |   | 8,125    |  
|                                                                                                                                                                                                      |  |                   |          |   |               |   |          |  
|Total current assets                                                                                                                                                                                  |  |                   | 146,762  |   |               |   | 158,476  |  
|PROPERTY AND EQUIPMENT, net                                                                                                                                                                           |  |                   | 8,072    |   |               |   | 6,019    |  
|GOODWILL                                                                                                                                                                                              |  |                   | 7,415    |   |               |   |         |  
|INTANGIBLE ASSETS, net                                                                                                                                                                                |  |                   | 9,555    |   |               |   | 5,025    |  
|OTHER ASSETS                                                                                                                                                                                          |  |                   | 963      |   |               |   | 1,201    |  
|                                                                                                                                                                                                      |  |                   |          |   |               |   |          |  
|TOTAL ASSETS                                                                                                                                                                                          |  | $                 | 172,767  |   |               | $ | 170,721  |  
|                                                                                                                                                                                                      |  |                   |          |   |               |   |          |  
|                                                                                                                                                                                                      |  |                  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                  |  |                   |          |   |               |   |          |  
|CURRENT LIABILITIES:                                                                                                                                                                                  |  |                   |          |   |               |   |          |  
|Accounts payable                                                                                                                                                                                      |  | $                 | 8,075    |   |               | $ | 7,868    |  
|Accrued expenses and other                                                                                                                                                                            |  |                   | 8,829    |   |               |   | 10,061   |  
|Accrued employee compensation                                                                                                                                                                         |  |                   | 8,173    |   |               |   | 8,261    |  
|Deferred revenue                                                                                                                                                                                      |  |                   | 21,804   |   |               |   | 19,450   |  
|                                                                                                                                                                                                      |  |                   |          |   |               |   |          |  
|Total current liabilities                                                                                                                                                                             |  |                   | 46,881   |   |               |   | 45,640   |  
|LONG-TERM LIABILITIES:                                                                                                                                                                                |  |                   |          |   |               |   |          |  
|Long-term deferred revenue                                                                                                                                                                            |  |                   | 9,982    |   |               |   | 9,269    |  
|Other long-term liabilities                                                                                                                                                                           |  |                   | 1,379    |   |               |   | 1,346    |  
|                                                                                                                                                                                                      |  |                   |          |   |               |   |          |  
|Total liabilities                                                                                                                                                                                     |  |                   | 58,242   |   |               |   | 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, 46,098 and
45,370 shares as of December 31, 2010 and June 30, 2010, respectively |  |                   | 229,921  |   |               |   | 222,491  |  
|Accumulated other comprehensive income                                                                                                                                                                |  |                   | 156      |   |               |   | 191      |  
|Accumulated deficit                                                                                                                                                                                   |  |                   | (115,552 | ) |               |   | (108,216 | )
|                                                                                                                                                                                                      |  |                   |          |   |               |   |          |  
|Total stockholders equity                                                                                                                                                                            |  |                   | 114,525  |   |               |   | 114,466  |  
|                                                                                                                                                                                                      |  |                   |          |   |               |   |          |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                            |  | $                 | 172,767  |   |               | $ | 170,721  |  
|                                                                                                                                                                                                      |  |                   |          |   |               |   |          |  

See Notes to Condensed Consolidated Financial Statements



3



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SHORETEL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)



|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|--------------------------------------------------------------- |  | ------------------------------ | ------ | - | ---------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                |  | Three Months EndedDecember 31, |        |   | Six Months EndedDecember 31, |  
|                                                                |  | 2010                           |        |   | 2009                         |   |        | 2010 |  |   | 2009   |  
|REVENUE:                                                        |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Product                                                         |  | $                              | 37,913 |   |                              | $ | 27,897 |      |  | $ | 73,139 |   |  | $ | 54,740 |  
|Support and services                                            |  |                                | 9,816  |   |                              |   | 7,560  |      |  |   | 18,869 |   |  |   | 14,467 |  
|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Total revenue                                                   |  |                                | 47,729 |   |                              |   | 35,457 |      |  |   | 92,008 |   |  |   | 69,207 |  
|COST OF REVENUE:                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Product (1)                                                     |  |                                | 12,847 |   |                              |   | 9,787  |      |  |   | 24,614 |   |  |   | 19,320 |  
|Support and services (1)                                        |  |                                | 3,125  |   |                              |   | 2,806  |      |  |   | 6,101  |   |  |   | 5,390  |  
|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Total cost of revenue                                           |  |                                | 15,972 |   |                              |   | 12,593 |      |  |   | 30,715 |   |  |   | 24,710 |  
|GROSS PROFIT                                                    |  |                                | 31,757 |   |                              |   | 22,864 |      |  |   | 61,293 |   |  |   | 44,497 |  
|OPERATING EXPENSES:                                             |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Research and development (1)                                    |  |                                | 10,512 |   |                              |   | 7,835  |      |  |   | 20,834 |   |  |   | 15,032 |  
|Sales and marketing (1)                                         |  |                                | 18,314 |   |                              |   | 12,910 |      |  |   | 35,517 |   |  |   | 24,927 |  
|General and administrative (1)                                  |  |                                | 6,608  |   |                              |   | 4,731  |      |  |   | 12,741 |   |  |   | 9,382  |  
|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Total operating expenses                                        |  |                                | 35,434 |   |                              |   | 25,476 |      |  |   | 69,092 |   |  |   | 49,341 |  
|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|LOSS FROM OPERATIONS                                            |  |                                | (3,677 | ) |                              |   | (2,612 | )    |  |   | (7,799 | ) |  |   | (4,844 | )
|OTHER INCOME (EXPENSE):                                         |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Interest income                                                 |  |                                | 133    |   |                              |   | 90     |      |  |   | 341    |   |  |   | 196    |  
|Other                                                           |  |                                | (106   | ) |                              |   | 70     |      |  |   | 273    |   |  |   | 92     |  
|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Total other income                                              |  |                                | 27     |   |                              |   | 160    |      |  |   | 614    |   |  |   | 288    |  
|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|LOSS BEFORE PROVISION FOR INCOME TAXES                          |  |                                | (3,650 | ) |                              |   | (2,452 | )    |  |   | (7,185 | ) |  |   | (4,556 | )
|PROVISION FOR INCOME TAXES                                      |  |                                | (41    | ) |                              |   | (44    | )    |  |   | (151   | ) |  |   | (66    | )
|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|NET LOSS                                                        |  | $                              | (3,691 | ) |                              | $ | (2,496 | )    |  | $ | (7,336 | ) |  | $ | (4,622 | )
|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Net loss per share  basic and diluted                          |  | $                              | (0.08  | ) |                              | $ | (0.06  | )    |  | $ | (0.16  | ) |  | $ | (0.10  | )
|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Shares used in computing net loss per share  basic and diluted |  |                                | 45,900 |   |                              |   | 44,683 |      |  |   | 45,672 |   |  |   | 44,533 |  
|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|(1)    Includes stock-based compensation expense as follows:    |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Cost of product revenue                                         |  | $                              | 27     |   |                              | $ | 38     |      |  | $ | 62     |   |  | $ | 65     |  
|Cost of support and services revenue                            |  |                                | 161    |   |                              |   | 235    |      |  |   | 361    |   |  |   | 346    |  
|Research and development                                        |  |                                | 778    |   |                              |   | 805    |      |  |   | 1,602  |   |  |   | 1,443  |  
|Selling and marketing                                           |  |                                | 885    |   |                              |   | 918    |      |  |   | 1,753  |   |  |   | 1,617  |  
|General and administrative                                      |  |                                | 777    |   |                              |   | 844    |      |  |   | 1,674  |   |  |   | 1,459  |  
|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Total stock-based compensation expense                          |  | $                              | 2,628  |   |                              | $ | 2,840  |      |  | $ | 5,452  |   |  | $ | 4,930  |  
|                                                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  

See Notes to Condensed Consolidated Financial Statements



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SHORETEL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                                |  |                              |         |   |      |   |        |  
|------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                |  | Six Months EndedDecember 31, |        
|                                                                                |  | 2010                         |         |   | 2009 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                           |  |                              |         |   |      |   |        |  
|Net loss                                                                        |  | $                            | (7,336  | ) |      | $ | (4,622 | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                              |         |   |      |   |        |  
|Depreciation and amortization                                                   |  |                              | 1,932   |   |      |   | 1,312  |  
|Amortization of premium/discount on investments                                 |  |                              | 354     |   |      |   | 51     |  
|Stock-based compensation expense                                                |  |                              | 5,452   |   |      |   | 4,930  |  
|Loss on disposal of property and equipment                                      |  |                              | 82      |   |      |   | 147    |  
|Provision for (benefit from) doubtful accounts receivable                       |  |                              | (98     | ) |      |   | 67     |  
|Changes in assets and liabilities, net of effect of acquisition:                |  |                              |         |   |      |   |        |  
|Accounts receivable                                                             |  |                              | 126     |   |      |   | 2,637  |  
|Inventories                                                                     |  |                              | (2,745  | ) |      |   | (2,693 | )
|Prepaid expenses and other current assets                                       |  |                              | 4,237   |   |      |   | (306   | )
|Other assets                                                                    |  |                              | 273     |   |      |   | 791    |  
|Accounts payable                                                                |  |                              | 459     |   |      |   | 677    |  
|Accrued expenses and other                                                      |  |                              | (1,299  | ) |      |   | 1,023  |  
|Accrued employee compensation                                                   |  |                              | (195    | ) |      |   | 2,329  |  
|Deferred revenue                                                                |  |                              | 2,972   |   |      |   | 2,168  |  
|                                                                                |  |                              |         |   |      |   |        |  
|Net cash provided by operating activities                                       |  |                              | 4,214   |   |      |   | 8,511  |  
|                                                                                |  |                              |         |   |      |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                           |  |                              |         |   |      |   |        |  
|Purchases of property and equipment                                             |  |                              | (4,033  | ) |      |   | (1,721 | )
|Purchases of investments                                                        |  |                              | (3,136  | ) |      |   | (8,943 | )
|Proceeds from maturities of investments                                         |  |                              |        |   |      |   | 6,635  |  
|Cost of acquisition of a business                                               |  |                              | (11,375 | ) |      |   |       |  
|Purchases of software license and other                                         |  |                              | (770    | ) |      |   | (931   | )
|                                                                                |  |                              |         |   |      |   |        |  
|Net cash used in investing activities                                           |  |                              | (19,314 | ) |      |   | (4,960 | )
|                                                                                |  |                              |         |   |      |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                           |  |                              |         |   |      |   |        |  
|Proceeds from issuance of common stock to employees                             |  |                              | 2,330   |   |      |   | 1,408  |  
|Taxes paid on vested and released stock awards                                  |  |                              | (352    | ) |      |   |       |  
|                                                                                |  |                              |         |   |      |   |        |  
|Net cash provided by financing activities                                       |  |                              | 1,978   |   |      |   | 1,408  |  
|                                                                                |  |                              |         |   |      |   |        |  
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                            |  |                              | (13,122 | ) |      |   | 4,959  |  
|CASH AND CASH EQUIVALENTS  Beginning of period                                 |  |                              | 68,426  |   |      |   | 73,819 |  
|                                                                                |  |                              |         |   |      |   |        |  
|CASH AND CASH EQUIVALENTS  End of period                                       |  | $                            | 55,304  |   |      | $ | 78,778 |  
|                                                                                |  |                              |         |   |      |   |        |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                              |  |                              |         |   |      |   |        |  
|Cash refunded during the period for income taxes, net                           |  | $                            | (1,547  | ) |      | $ |       |  
|NONCASH INVESTING AND FINANCING ACTIVITIES:                                     |  |                              |         |   |      |   |        |  
|Vesting of accrued early exercised stock options                                |  | $                            |        |   |      | $ | 14     |  
|Purchase of property and equipment included in period-end accounts payable      |  | $                            | 174     |   |      | $ | 560    |  
|Purchases of other assets included in period-end accounts payable               |  | $                            |        |   |      | $ | 200    |  

See Notes to
Condensed Consolidated Financial Statements



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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 December 31, 2010 and for the three months and six months ended December 31, 2010 and 2009 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 December 31, 2010, results of operations for the three months and six months ended December 31, 2010 and 2009, and cash flows for the six months ended December 31, 2010 and 2009, as applicable, have been made.
The results of operations for the three months and six months ended December 31, 2010 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 were not included in the computation of dilutive net loss per share for the three and six months ended December 31, 2010 and 2009, because to do so would have been anti-dilutive.
Potentially dilutive securities of 9.8 million and 8.0 million for the three and six months ended December 31, 2010 and 2009, 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 consists of net income (loss) for the period plus unrealized gains (losses) on short-term investments. Accordingly, comprehensive income (loss) was $(3.6) million and $(2.5)
million for the three months ended December 31, 2010 and 2009, and $(7.3) million and $(4.5) million for the six months ended December 31, 2010 and 2009, 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 the 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 be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. The performance of the test involves a two-step process. The first step
requires comparing the fair value of the each of our reporting units to its net book value, including goodwill. We have one reporting unit. A potential impairment exists if the fair value of the reporting unit is lower than its net book



6



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##### Table of Contents

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.

We review 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. Our 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 fiscal year 2011. 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.



7



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This 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.

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 six months ended
December 31, 2010, if the transaction 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 December 31, 2010(Unaudited) |        |  | Six months ended December 31, 2010(Unaudited)                    |  
|(In thousands) |  | As Reported                                     |        |  | Pro Forma BasisAs If ThePreviousAccountingGuidance Were
inEffect |   |        | As reported |  |   | Pro Forma BasisAs If
ThePreviousAccountingGuidance Were inEffect | 
|Total revenue  |  | $                                               | 47,729 |  |                                                                  | $ | 47,653 |             |  | $ | 92,008                                                           |  |  | $ | 91,861 | 

The impact to total
revenue during the three and six months ended December 31, 2010 of the new revenue accounting guidance was primarily to increase product revenues by 76,000 and $147,000 for the three and six months ended December 31, 2010, 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



8



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##### Table of Contents

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.

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
drastically reduce mobile 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 is expected
to expand and enhance 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
goodwill from 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 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 the 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 Months
EndedDecember 31, |        |   | (Unaudited)Six Months
EndedDecember 31, |  
|(In thousands, except per share amounts ) |  | 2010                                      |        |   | 2009                                    |   |        | 2010 |  |   | 2009   |  
|Total revenue                             |  | $                                         | 47,832 |   |                                         | $ | 35,618 |      |  | $ | 92,451 |   |  | $ | 69,500 |  
|Net loss                                  |  |                                           | (4,106 | ) |                                         |   | (3,957 | )    |  |   | (9,721 | ) |  |   | (7,741 | )
|Basic and diluted earnings per share      |  |                                           | (0.09  | ) |                                         |   | (0.09  | )    |  |   | (0.21  | ) |  |   | (0.17  | )

4. Balance Sheet Details

Balance sheet components consist of the following:



|                                                |  |                  |        |  |              |   |       | 
|----------------------------------------------- |  | ---------------- | ------ |  | ------------ | - | ----- | 
|(In thousands)                                  |  | December 31,2010 |        |  | June 30,2010 |  
|Inventories:                                    |  |                  |        |  |              |   |       | 
|Raw materials                                   |  | $                |       |  |              | $ | 335   | 
|Work in process                                 |  |                  | 200    |  |              |   | 526   | 
|Finished goods                                  |  |                  | 12,560 |  |              |   | 9,093 | 
|                                                |  |                  |        |  |              |   |       | 
|Total inventories                               |  | $                | 12,760 |  |              | $ | 9,954 | 
|                                                |  |                  |        |  |              |   |       | 
|Prepaid expenses and other current assets:      |  |                  |        |  |              |   |       | 
|Prepaid expenses                                |  | $                | 3,594  |  |              | $ | 7,778 | 
|Deferred cost of revenue                        |  |                  | 354    |  |              |   | 347   | 
|                                                |  |                  |        |  |              |   |       | 
|Total prepaid expenses and other current assets |  | $                | 3,948  |  |              | $ | 8,125 | 
|                                                |  |                  |        |  |              |   |       | 



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|                                               |  |                  |        |   |              |   |        |  
|---------------------------------------------- |  | ---------------- | ------ | - | ------------ | - | ------ | -
|(In thousands)                                 |  | December 31,2010 |        |   | June 30,2010 |  
|Property and equipment, net:                   |  |                  |        |   |              |   |        |  
|Computer equipment and tooling                 |  | $                | 9,717  |   |              | $ | 9,559  |  
|Software                                       |  |                  | 2,298  |   |              |   | 1,354  |  
|Furniture and fixtures                         |  |                  | 1,774  |   |              |   | 1,196  |  
|Leasehold improvements and other               |  |                  | 2,310  |   |              |   | 583    |  
|                                               |  |                  |        |   |              |   |        |  
|Total property and equipment                   |  | $                | 16,099 |   |              | $ | 12,692 |  
|Less accumulated depreciation and amortization |  |                  | (8,027 | ) |              |   | (6,673 | )
|                                               |  |                  |        |   |              |   |        |  
|Total property and equipment, net              |  | $                | 8,072  |   |              | $ | 6,019  |  
|                                               |  |                  |        |   |              |   |        |  
|Deferred revenue  current and long-term:      |  |                  |        |   |              |   |        |  
|Product                                        |  | $                | 1,591  |   |              | $ | 966    |  
|Support and services                           |  |                  | 30,195 |   |              |   | 27,753 |  
|                                               |  |                  |        |   |              |   |        |  
|Total deferred revenue                         |  | $                | 31,786 |   |              | $ | 28,719 |  
|                                               |  |                  |        |   |              |   |        |  

Intangible assets:

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



|                             |  |                      |        |  |                         |   |      |                    |  |   |                      |  |  |                         |       |  |                    |   |      |   |  |   |       | 
|---------------------------- |  | -------------------- | ------ |  | ----------------------- | - | ---- | ------------------ |  | - | -------------------- |  |  | ----------------------- | ----- |  | ------------------ | - | ---- | - |  | - | ----- | 
|                             |  | December 31, 2010    |        |  | June 30, 2010           |  
|                             |  | Gross CarryingAmount |        |  | AccumulatedAmortization |   |      | Net CarryingAmount |  |   | Gross CarryingAmount |  |  | AccumulatedAmortization |       |  | Net CarryingAmount |  
|Patents                      |  | $                    | 2,935  |  |                         | $ | (733 | )                  |  | $ | 2,202                |  |  | $                       | 2,310 |  |                    | $ | (532 | ) |  | $ | 1,778 | 
|Technology                   |  |                      | 4,130  |  |                         |   | (186 | )                  |  |   | 3,944                |  |  |                         |      |  |                    |   |     |   |  |   |      | 
|Customer relationships       |  |                      | 300    |  |                         |   | (9   | )                  |  |   | 291                  |  |  |                         |      |  |                    |   |     |   |  |   |      | 
|Intangible assets in process |  |                      | 3,118  |  |                         |   |     |                    |  |   | 3,118                |  |  |                         | 3,247 |  |                    |   |     |   |  |   | 3,247 | 
|                             |  |                      |        |  |                         |   |      |                    |  |   |                      |  |  |                         |       |  |                    |   |      |   |  |   |       | 
|Other intangible assets      |  | $                    | 10,483 |  |                         | $ | (928 | )                  |  | $ | 9,555                |  |  | $                       | 5,557 |  |                    | $ | (532 | ) |  | $ | 5,025 | 
|                             |  |                      |        |  |                         |   |      |                    |  |   |                      |  |  |                         |       |  |                    |   |      |   |  |   |       | 

The Company acquired $2.8 million of technology, $0.3 million of customer relationships and $1.1 million of
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. The intangible assets are amortized over useful lives ranging from 3 years to 7 years.

Amortization of intangible assets for three months ended December 31, 2010 and 2009 was $0.4 million and $0.1 million, respectively,
and for six months ended December 31, 2010 and 2009 was $0.5 million and $0.2 million, respectively.

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



|                            |  |   |       | 
|--------------------------- |  | - | ----- | 
|Years Ending June 30,       |  |   |      
|2011 (remaining six months) |  | $ | 882   | 
|2012                        |  |   | 1,764 | 
|2013                        |  |   | 1,764 | 
|2014                        |  |   | 1,451 | 
|2015                        |  |   | 458   | 
|2016                        |  |   | 62    | 
|Thereafter                  |  |   | 56    | 
|                            |  |   |       | 
|Total                       |  | $ | 6,437 | 
|                            |  |   |       | 



10



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##### Table of Contents

Short-Term Investments:

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



|                                     |  |                |        |  |                       |   |     |                        |  |   |           |   |  |   |        | 
|------------------------------------ |  | -------------- | ------ |  | --------------------- | - | --- | ---------------------- |  | - | --------- | - |  | - | ------ | 
|                                     |  | Amortized Cost |        |  | Gross UnrealizedGains |   |     | Gross UnrealizedLosses |  |   | FairValue |  
|As of December 31, 2010              |  |                |        |  |                       |   |     |                        |  |   |           |  
|Corporate notes and commercial paper |  | $              | 32,985 |  |                       | $ | 92  |                        |  | $ |          |   |  | $ | 33,077 | 
|U.S. Government agency securities    |  |                | 16,981 |  |                       |   | 64  |                        |  |   |          |   |  |   | 17,045 | 
|                                     |  |                |        |  |                       |   |     |                        |  |   |           |   |  |   |        | 
|Total short-term investments         |  | $              | 49,966 |  |                       | $ | 156 |                        |  | $ |          |   |  | $ | 50,122 | 
|                                     |  |                |        |  |                       |   |     |                        |  |   |           |   |  |   |        | 
|                                     |  |                |        | 
|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 maturities of the Companys fixed income securities (in thousands):



|                        |  |                |        |  |            |   |        | 
|----------------------- |  | -------------- | ------ |  | ---------- | - | ------ | 
|                        |  | Amortized Cost |        |  | Fair Value |  
|As of December 31, 2010 |  |                |        |  |            |  
|Less than 1 year        |  | $              | 39,951 |  |            | $ | 40,051 | 
|Due in 1 to 3 years     |  |                | 10,015 |  |            |   | 10,071 | 
|                        |  |                |        |  |            |   |        | 
|Total                   |  | $              | 49,966 |  |            | $ | 50,122 | 
|                        |  |                |        |  |            |   |        | 
|                        |  |               
|                        |  | 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 borrowers 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.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11



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##### Table of Contents

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



|                                                                                        |  |                         |        |  |         |   |        |         |  |   |         |  |  |   |   | 
|--------------------------------------------------------------------------------------- |  | ----------------------- | ------ |  | ------- | - | ------ | ------- |  | - | ------- |  |  | - | - | 
|                                                                                        |  | As of December 31, 2010 |       
|                                                                                        |  | Fair Value              |        |  | Level 1 |   |        | Level 2 |  |   | Level 3 | 
|Cash and cash equivalents:                                                              |  |                         |        |  |         |   |        |         |  |   |         |  |  |   |   | 
|Money market funds                                                                      |  | $                       | 38,106 |  |         | $ | 38,106 |         |  |   |        |  |  |   |  | 
|Short-term investments:                                                                 |  |                         |        |  |         |   |        |         |  |   |         |  |  |   |   | 
|Corporate notes and commercial paper                                                    |  |                         | 33,077 |  |         |   |       |         |  |   | 33,077  |  |  |   |  | 
|U.S. Government agency securities                                                       |  |                         | 17,045 |  |         |   |       |         |  |   | 17,045  |  |  |   |  | 
|                                                                                        |  |                         |        |  |         |   |        |         |  |   |         |  |  |   |   | 
|Total financial instruments measured and recorded at fair value as of December 31, 2010 |  | $                       | 88,228 |  |         | $ | 38,106 |         |  | $ | 50,122  |  |  | $ |  | 
|                                                                                        |  |                         |        |  |         |   |        |         |  |   |         |  |  |   |   | 

The above table excludes $17.2 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.

Cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The types
of instruments valued based on quoted market prices in active markets include money market securities. 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 other observable market data is not available, the Company relies on non-binding quotes from an independent broker. Non-binding quotes are based on proprietary valuation
models. 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 broker and statistically
supported models. 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 six months ended December 31, 2010 and 2009 and concluded that there were no material impairment charges during each of these periods.

6. Income Taxes

The
Company recorded a provision for income taxes of $41,000 and $151,000 for the three months and six months ended December 31, 2010, compared to a provision for income taxes of $44,000 and $66,000 for the three and six months ended
December 31, 2009.



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The Company maintains liabilities for uncertain tax positions. As of December 31, 2010
and June 30, 2010, the Companys total amount of unrecognized tax benefits were $2.3 million and $2.1 million, respectively. Of the total of $2.3 million and $2.1 million of unrecognized tax benefits respectively, only $0.3 million, 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.

7. Common Stock

Common Shares Reserved for Issuance

At December 31, 2010, the Company has reserved shares of common stock for issuance as follows (in thousands):



|                                            |  |  |        | 
|------------------------------------------- |  |  | ------ | 
|Reserved under stock option plans           |  |  | 12,329 | 
|Reserved under employee stock purchase plan |  |  | 390    | 
|Conversion of warrants                      |  |  | 1      | 
|                                            |  |  |        | 
|Total                                       |  |  | 12,720 | 
|                                            |  |  |        | 

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:



|                                        |  |                              |           |   |      |  |           |  
|--------------------------------------- |  | ---------------------------- | --------- | - | ---- |  | --------- | -
|                                        |  | Six Months EndedDecember 31, |          
|Employee Incentive Plans                |  | 2010                         |           |   | 2009 | 
|Expected life of option plan (in years) |  |                              | 6.08-6.26 |   |      |  | 6.08-6.46 |  
|Expected life of ESPP right (in years)  |  |                              | 0.50      |   |      |  | 0.50      |  
|Risk-free interest rate for option plan |  |                              | 1.43-1.55 | % |      |  | 2.3-2.47  | %
|Risk-free interest rate for ESPP right  |  |                              | 0.19-0.20 | % |      |  | 0.16-0.27 | %
|Volatility for option plan              |  |                              | 57        | % |      |  | 58        | %
|Volatility for ESPP right               |  |                              | 46-51     | % |      |  | 58-138    | %
|Dividend yield                          |  |                              | 0         | % |      |  | 0         | %

During the three months
ended December 31, 2010 and 2009, the Company recorded stock-based compensation expense of $2.6 million and $2.8 million respectively, net of forfeitures. During the six months ended December 31, 2010 and 2009, the Company recorded
stock-based compensation expense of $5.5 million and $4.9 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 December 31, 2010, total unrecognized compensation cost related to stock-based awards granted to employees and non-employee directors was $23.0 million. 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



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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 December 31, 2010.

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 2009 and 2010, respectively and 2.3 million in February 2011.

Class Two Options granted under the 1997 Plan to certain executive officers are exercisable immediately and shares issued upon exercise
are subject to repurchase by the Company at the exercise price, in the event the employee is terminated; such repurchase right lapses gradually over a four year period. The Company does not consider the exercise of stock options substantive when the
issued stock is subject to repurchase. Accordingly, the proceeds from the exercise of such options are accounted for as a deposit liability until the repurchase right lapses, at which time the proceeds are reclassified to permanent equity. As of
December 31, 2010 and June 30, 2010, there were no shares of the Companys outstanding common stock subject to repurchase.

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



|                                                                                                          |  |                           |        |   |                     |  |       |                               |  |   |                                                   |  |  |                         |     |  |  |   |        | 
|--------------------------------------------------------------------------------------------------------- |  | ------------------------- | ------ | - | ------------------- |  | ----- | ----------------------------- |  | - | ------------------------------------------------- |  |  | ----------------------- | --- |  |  | - | ------ | 
|                                                                                                          |  |                           |        |   | Options Outstanding | 
|(In thousands, except per share data and contractual term)                                                |  | Shares Availablefor Grant |        |   | Number ofShares     |  |       | WeightedAverage ExercisePrice |  |   | WeightedAverageRemainingContractualTerm(in Years) |  |  | AggregateIntrinsicValue |    
|Balance at July 1, 2010                                                                                   |  |                           | 4,510  |   |                     |  | 7,492 |                               |  | $ | 4.59                                              |  |  |                         |     |  |  |   |        | 
|Termination of remaining shares available for grant under the 1997 Option Plan and other non-plan options |  |                           | (7     | ) |                     |  |      |                               |  |   |                                                  |  |  |                         |     |  |  |   |        | 
|Granted                                                                                                   |  |                           | (2,077 | ) |                     |  | 2,077 |                               |  |   | 6.57                                              |  |  |                         |     |  |  |   |        | 
|Exercised                                                                                                 |  |                           |       |   |                     |  | (334  | )                             |  |   | 2.72                                              |  |  |                         |     |  |  |   |        | 
|Cancelled, forfeited or expired                                                                           |  |                           | 656    |   |                     |  | (656  | )                             |  |   | 5.38                                              |  |  |                         |     |  |  |   |        | 
|Restricted stock units granted (see Note 11)                                                              |  |                           | (767   | ) |                     |  |      |                               |  |   |                                                  |  |  |                         |     |  |  |   |        | 
|Restricted stock units cancelled                                                                          |  |                           | 249    |   |                     |  |      |                               |  |   |                                                  |  |  |                         |     |  |  |   |        | 
|                                                                                                          |  |                           |        |   |                     |  |       |                               |  |   |                                                   |  |  |                         |     |  |  |   |        | 
|Balance at December 31, 2010                                                                              |  |                           | 2,564  |   |                     |  | 8,579 |                               |  | $ | 5.09                                              |  |  |                         | 7.0 |  |  | $ | 24,866 | 
|                                                                                                          |  |                           |        |   |                     |  |       |                               |  |   |                                                   |  |  |                         |     |  |  |   |        | 
|Vested and expected to vest at December 31, 2010                                                          |  |                           |        |   |                     |  | 8,101 |                               |  | $ | 5.03                                              |  |  |                         | 6.9 |  |  | $ | 23,954 | 
|                                                                                                          |  |                           |        |   |                     |  |       |                               |  |   |                                                   |  |  |                         |     |  |  |   |        | 
|Exercisable and vested at December 31, 2010                                                               |  |                           |        |   |                     |  | 3,120 |                               |  | $ | 4.01                                              |  |  |                         | 5.8 |  |  | $ | 12,476 | 
|                                                                                                          |  |                           |        |   |                     |  |       |                               |  |   |                                                   |  |  |                         |     |  |  |   |        | 

The total pre-tax intrinsic value for options exercised in the six months ended December 31,
2010 and 2009, was $1.1 million and $1.4 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. These cancelled, expired options have been included in the option activity for the six months ended December 31, 2010.

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 1stand 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.



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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 December 31, 2010, 390,000 shares had been reserved for future issuance.

11. Restricted Stock

Under the 2007 Plan, the Company issued restricted stock awards to non-employee directors electing to receive them in lieu of an annual
cash retainer during the six months ended December 31, 2010.

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 six months ended December 31, 2010 and 2009 is as follows (in thousands):



|                  |  |                                   |       |   |                                   |  |     |  
|----------------- |  | --------------------------------- | ----- | - | --------------------------------- |  | --- | -
|                  |  | Six Months EndedDecember 31, 2010 |       |   | Six Months EndedDecember 31, 2009 | 
|Beginning balance |  |                                   | 809   |   |                                   |  | 507 |  
|Awarded           |  |                                   | 767   |   |                                   |  | 184 |  
|Released          |  |                                   | (213  | ) |                                   |  | (46 | )
|Forfeited         |  |                                   | (177  | ) |                                   |  | (14 | )
|                  |  |                                   |       |   |                                   |  |     |  
|Ending balance    |  |                                   | 1,186 |   |                                   |  | 631 |  
|                  |  |                                   |       |   |                                   |  |     |  

Information regarding restricted stock units outstanding at December 31, 2010 is summarized below:



|                                   |  |                              |       |  |                                            |  |            |                                    |  |   |       | 
|---------------------------------- |  | ---------------------------- | ----- |  | ------------------------------------------ |  | ---------- | ---------------------------------- |  | - | ----- | 
|                                   |  | Number of Shares (thousands) |       |  | Weighted AverageRemainingContractual Lives |  |            | Average IntrinsicValue (thousands) | 
|Shares outstanding                 |  |                              | 1,186 |  |                                            |  | 1.96 years |                                    |  | $ | 9,260 | 
|Shares vested and expected to vest |  |                              | 1,031 |  |                                            |  | 1.88 years |                                    |  |   | 8,055 | 

12. Litigation, Commitments
and Contingencies

Litigation  The Company is a party to the following material litigation:

U.S. Federal Court Class Action Litigation. On January 16, 2008, a purported stockholder class action lawsuit captioned
Watkins v. ShoreTel, Inc., et al., was filed in the United States District Court for the Northern District of California against the Company, certain of its officers and directors, and the underwriters of the Companys initial public offering.
A second purported class action alleging the same claims were filed on January 29, 2008 and the lawsuits were consolidated. A second consolidated amended class action complaint was subsequently filed on March 2, 2009. The consolidated
action was purportedly brought on behalf of those who purchased the Companys common stock pursuant to the initial public offering on July 3, 2007, purports to allege claims for violations of the federal securities laws, and seeks
unspecified compensatory damages and other relief. The Company and counsel for the lead plaintiffs reached an agreement in principle in February 2010 to settle the litigation for $3.0 million, pursuant to which, without admitting any liability or
wrongdoing of any kind, the Company would pay the plaintiff class $0.3 million with the remaining $2.7 million funded by insurance. This settlement agreement, which resolved all the claims in the litigation, received final Court approval in
October 2010.

California State Court Derivative Action. On January 30, 2008, a purported shareholder derivative
lawsuit captioned Berkovitz v. Combs, et al., was filed in the Superior Court of the State of California, County of Santa Clara, against the Company (as a nominal defendant), its directors and certain officers. The complaint purported to allege
claims for breach of fiduciary duty and other claims and seeks unspecified compensatory damages and other relief based on essentially the same allegations as the class action litigation. The Company and plaintiffs reached an agreement in principle
to settle the litigation in February 2010, pursuant to which, without admitting any liability or wrongdoing of any kind, the Company adopted certain corporate remedial measures. This settlement agreement, which resolves all the claims in the
litigation, received preliminary Court approval in November 2010.

General.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.



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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 December 31, 2010, are as follows (in thousands):



|                            |  |   |       | 
|--------------------------- |  | - | ----- | 
|Years Ending June 30,       |  |   |      
|2011 (remaining six months) |  | $ | 835   | 
|2012                        |  |   | 1,555 | 
|2013                        |  |   | 2,030 | 
|2014                        |  |   | 1,930 | 
|2015                        |  |   | 1,122 | 
|2016                        |  |   | 866   | 
|Thereafter                  |  |   | 1,572 | 
|                            |  |   |       | 
|Total                       |  | $ | 9,910 | 
|                            |  |   |       | 

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 December 31, 2010.

Rent expense for the
three months ended December 31, 2010 and 2009 was $0.5 million and $0.3 million respectively, and $0.9 million and $0.6 million for the six months ended December 31, 2010 and 2009, respectively.

Purchase commitments  The Company had purchase commitments with contract manufacturers for inventory and with technology firms for
usage of software licenses totaling approximately $26.0 million as of December 31, 2010 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.

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



|               |  |                                |        |  |                              |   |        |      |  |   |        |  |  |   |        | 
|-------------- |  | ------------------------------ | ------ |  | ---------------------------- | - | ------ | ---- |  | - | ------ |  |  | - | ------ | 
|               |  | Three Months EndedDecember 31, |        |  | Six Months EndedDecember 31, |  
|               |  | 2010                           |        |  | 2009                         |   |        | 2010 |  |   | 2009   | 
|United States  |  | $                              | 42,113 |  |                              | $ | 32,192 |      |  | $ | 81,620 |  |  | $ | 62,687 | 
|International  |  |                                | 5,616  |  |                              |   | 3,265  |      |  |   | 10,388 |  |  |   | 6,520  | 
|               |  |                                |        |  |                              |   |        |      |  |   |        |  |  |   |        | 
|Total revenues |  | $                              | 47,729 |  |                              | $ | 35,457 |      |  | $ | 92,008 |  |  | $ | 69,207 | 
|               |  |                                |        |  |                              |   |        |      |  |   |        |  |  |   |        | 



|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.



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Overview

We are a leading provider of IP telecommunications solutions for enterprises. Our solution is comprised of our ShoreGear switches, ShorePhone IP phones and ShoreWare 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 900 as of December 31, 2010. 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 is 11.8% and 11.3% of our total revenue for the three and six months ended
December 31, 2010 and was less than 10% of total revenues for the three and six months ended December 31, 2009. 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.

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 the Companys 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 have 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



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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 December 31, 2010 was $31.8 million, consisting of $1.6 million of deferred product revenue and $30.2 million
of deferred support and services revenues, of which $21.8 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- and phone-based technical support. Post-contractual support revenue is recognized ratably over the contractual service period.

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 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,



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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 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-lived
assets resulting from the acquisition of Agito Networks, Inc., in the current quarter and adoption of the new revenue recognition rules at the beginning of the fiscal year as discussed in Note 2 of the financial statements and establishing the
estimated selling prices for products and services, management believes there have been no significant changes during the six months ended December 31, 2010 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.



19



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##### Table of Contents

Results of Operations

The following table sets forth selected condensed consolidated statements of operations data for three and six months ended December 31, 2010 and 2009 (Amounts in thousands, except per share
amounts).



|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------- |  | ----------------------------------------- | ------ | - | --------------------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                    |  | (Unaudited)Three Months
EndedDecember 31, |        |   | (Unaudited)Six Months
EndedDecember 31, |  
|                                                                    |  | 2010                                      |        |   | 2009                                    |   |        | 2010 |  |   | 2009   |  
|REVENUE:                                                            |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|Product                                                             |  | $                                         | 37,913 |   |                                         | $ | 27,897 |      |  | $ | 73.139 |   |  | $ | 54,740 |  
|Support and services                                                |  |                                           | 9,816  |   |                                         |   | 7,560  |      |  |   | 18,869 |   |  |   | 14,467 |  
|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|Total revenue                                                       |  |                                           | 47,729 |   |                                         |   | 35,457 |      |  |   | 92,008 |   |  |   | 69,207 |  
|COST OF REVENUE:                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|Product (1)                                                         |  |                                           | 12,847 |   |                                         |   | 9,787  |      |  |   | 24,614 |   |  |   | 19,320 |  
|Support and services (1)                                            |  |                                           | 3,125  |   |                                         |   | 2,806  |      |  |   | 6,101  |   |  |   | 5,390  |  
|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|Total cost of revenue                                               |  |                                           | 15,972 |   |                                         |   | 12,593 |      |  |   | 30,175 |   |  |   | 24,710 |  
|GROSS PROFIT                                                        |  |                                           | 31,757 |   |                                         |   | 22,864 |      |  |   | 61,293 |   |  |   | 44,497 |  
|OPERATING EXPENSES:                                                 |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|Research and development (1)                                        |  |                                           | 10,512 |   |                                         |   | 7,835  |      |  |   | 20,834 |   |  |   | 15,032 |  
|Sales and marketing (1)                                             |  |                                           | 18,314 |   |                                         |   | 12,910 |      |  |   | 35,517 |   |  |   | 24,927 |  
|General and administrative (1)                                      |  |                                           | 6,608  |   |                                         |   | 4,731  |      |  |   | 12,741 |   |  |   | 9,382  |  
|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|Total operating expenses                                            |  |                                           | 35,434 |   |                                         |   | 25,476 |      |  |   | 69,092 |   |  |   | 49,341 |  
|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|LOSS FROM OPERATIONS                                                |  |                                           | (3,677 | ) |                                         |   | (2,612 | )    |  |   | (7,799 | ) |  |   | (4,844 | )
|OTHER INCOME:                                                       |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|Interest income                                                     |  |                                           | 133    |   |                                         |   | 90     |      |  |   | 341    |   |  |   | 196    |  
|Other                                                               |  |                                           | (106   | ) |                                         |   | 70     |      |  |   | 273    |   |  |   | 92     |  
|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|Total other income                                                  |  |                                           | 27     |   |                                         |   | 160    |      |  |   | 614    |   |  |   | 288    |  
|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|LOSS BEFORE PROVISION FOR INCOME TAXES                              |  |                                           | (3,650 | ) |                                         |   | (2,452 | )    |  |   | (7,185 | ) |  |   | (4,556 | )
|PROVISION FOR INCOME TAXES                                          |  |                                           | (41    | ) |                                         |   | (44    | )    |  |   | (151   | ) |  |   | (66    | )
|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|NET LOSS                                                            |  | $                                         | (3,691 | ) |                                         | $ | (2,496 | )    |  | $ | (7,336 | ) |  | $ | (4,622 | )
|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|Net loss per share  basic and diluted (2)                          |  | $                                         | (0.08  | ) |                                         | $ | (0.06  | )    |  | $ | (0.16  | ) |  | $ | (0.10  | )
|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|Shares used in computing net loss per share  basic and diluted (2) |  |                                           | 45,900 |   |                                         |   | 44,683 |      |  |   | 45,672 |   |  |   | 44,533 |  
|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|(1)    Includes stock-based compensation expense as follows:        |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|Cost of product revenue                                             |  | $                                         | 27     |   |                                         | $ | 38     |      |  | $ | 62     |   |  | $ | 65     |  
|Cost of support and services revenue                                |  |                                           | 161    |   |                                         |   | 235    |      |  |   | 361    |   |  |   | 346    |  
|Research and development                                            |  |                                           | 778    |   |                                         |   | 805    |      |  |   | 1,602  |   |  |   | 1,443  |  
|Selling and marketing                                               |  |                                           | 885    |   |                                         |   | 918    |      |  |   | 1,753  |   |  |   | 1,617  |  
|General and administrative                                          |  |                                           | 777    |   |                                         |   | 844    |      |  |   | 1,674  |   |  |   | 1,459  |  
|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  
|Total stock-based compensation expense                              |  | $                                         | 2,628  |   |                                         | $ | 2,840  |      |  | $ | 5,452  |   |  | $ | 4,930  |  
|                                                                    |  |                                           |        |   |                                         |   |        |      |  |   |        |   |  |   |        |  



|(2) | Potentially dilutive securities were not included in the compilation of diluted net loss per share for the periods which had a net loss because to do so would have been
anti-dilutive.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



20



---

##### Table of Contents

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 EndedDecember 31, |     |    | (Unaudited)Six Months 
EndedDecember 31, | 
|                                       |  | 2010                                       |     |    | 2009                                     |  |     | 2010 |  |  | 2009 |   
|REVENUE:                               |  |                                            |     |    |                                          |  |     |      |  |  |      |    |  |  |     |   
|Product                                |  |                                            | 79  | %  |                                          |  | 79  | %    |  |  | 79   | %  |  |  | 79  | % 
|Support and services                   |  |                                            | 21  | %  |                                          |  | 21  | %    |  |  | 21   | %  |  |  | 21  | % 
|                                       |  |                                            |     |    |                                          |  |     |      |  |  |      |    |  |  |     |   
|Total revenue                          |  |                                            | 100 | %  |                                          |  | 100 | %    |  |  | 100  | %  |  |  | 100 | % 
|COST OF REVENUE:                       |  |                                            |     |    |                                          |  |     |      |  |  |      |    |  |  |     |   
|Product                                |  |                                            | 27  | %  |                                          |  | 28  | %    |  |  | 27   | %  |  |  | 28  | % 
|Support and services                   |  |                                            | 6   | %  |                                          |  | 8   | %    |  |  | 6    | %  |  |  | 8   | % 
|                                       |  |                                            |     |    |                                          |  |     |      |  |  |      |    |  |  |     |   
|Total cost of revenue                  |  |                                            | 33  | %  |                                          |  | 36  | %    |  |  | 33   | %  |  |  | 36  | % 
|                                       |  |                                            |     |    |                                          |  |     |      |  |  |      |    |  |  |     |   
|GROSS PROFIT                           |  |                                            | 67  | %  |                                          |  | 64  | %    |  |  | 67   | %  |  |  | 64  | % 
|Operating expenses:                    |  |                                            |     |    |                                          |  |     |      |  |  |      |    |  |  |     |   
|Research and development               |  |                                            | 22  | %  |                                          |  | 22  | %    |  |  | 23   | %  |  |  | 22  | % 
|Sales and marketing                    |  |                                            | 39  | %  |                                          |  | 36  | %    |  |  | 39   | %  |  |  | 36  | % 
|General and administrative             |  |                                            | 14  | %  |                                          |  | 13  | %    |  |  | 14   | %  |  |  | 13  | % 
|                                       |  |                                            |     |    |                                          |  |     |      |  |  |      |    |  |  |     |   
|Total operating expenses               |  |                                            | 75  | %  |                                          |  | 71  | %    |  |  | 76   | %  |  |  | 71  | % 
|                                       |  |                                            |     |    |                                          |  |     |      |  |  |      |    |  |  |     |   
|LOSS FROM OPERATIONS                   |  |                                            | (8  | )% |                                          |  | (7  | )%   |  |  | (9   | )% |  |  | (7  | )%
|OTHER INCOME, net                      |  |                                            | 0   | %  |                                          |  | 0   | %    |  |  | 1    | %  |  |  | 0   | % 
|                                       |  |                                            |     |    |                                          |  |     |      |  |  |      |    |  |  |     |   
|LOSS BEFORE PROVISION FOR INCOME TAXES |  |                                            | (8  | )% |                                          |  | (7  | )%   |  |  | (8   | )% |  |  | (7  | )%
|PROVISION FOR INCOME TAXES             |  |                                            | 0   | %  |                                          |  | 0   | %    |  |  | 0    | %  |  |  | 0   | % 
|                                       |  |                                            |     |    |                                          |  |     |      |  |  |      |    |  |  |     |   
|NET LOSS                               |  |                                            | (8  | )% |                                          |  | (7  | )%   |  |  | (8   | )% |  |  | (7  | )%
|                                       |  |                                            |     |    |                                          |  |     |      |  |  |      |    |  |  |     |   

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 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 impact. Non-GAAP net income per share per share is calculated by dividing Non-GAAP net income by the weighted average number
of diluted shares outstanding for the period. 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.



21



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##### Table of Contents

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except per share amounts)

(Unaudited)



|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|----------------------------------------------------------------------------------- |  | ----------------------------------- | ------ | - | --------------------------------- | - | ------ | -------- |  | - | ------ | - |  | -------- | ------ | - | -------- | - | ------ | -------- |  | - | ------ | -
|                                                                                    |  | Three Months EndedDecember 31, 2010 |        |   | Six Months EndedDecember 31, 2010 |  
|                                                                                    |  | GAAP                                |        |   | Excludes                          |   |        | Non-GAAP |  |   | GAAP   |   |  | Excludes |        |   | Non-GAAP |  
|Revenue:                                                                            |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Product                                                                             |  | $                                   | 37,913 |   |                                   | $ |       |          |  | $ | 37,913 |   |  | $        | 73,139 |   |          | $ |       |          |  | $ | 73,139 |  
|Support and services                                                                |  |                                     | 9,816  |   |                                   |   |       |          |  |   | 9,816  |   |  |          | 18,869 |   |          |   |       |          |  |   | 18,869 |  
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Total revenues                                                                      |  |                                     | 47,729 |   |                                   |   |       |          |  |   | 47,729 |   |  |          | 92,008 |   |          |   |       |          |  |   | 92,008 |  
|Cost of revenue                                                                     |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Product                                                                             |  |                                     | 12,847 |   |                                   |   | (168   | )(a),(c) |  |   | 12,679 |   |  |          | 24,614 |   |          |   | (203   | )(a),(c) |  |   | 24,411 |  
|Support and services                                                                |  |                                     | 3,125  |   |                                   |   | (161   | )(a)     |  |   | 2,964  |   |  |          | 6,101  |   |          |   | (361   | )(a)     |  |   | 5,740  |  
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Total cost of revenue                                                               |  |                                     | 15,972 |   |                                   |   | (329   | )        |  |   | 15,643 |   |  |          | 30,715 |   |          |   | (564   | )        |  |   | 30,151 |  
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Gross profit                                                                        |  |                                     | 31,757 |   |                                   |   | 329    |          |  |   | 32,086 |   |  |          | 61,293 |   |          |   | 564    |          |  |   | 61,857 |  
|Gross profit %                                                                      |  |                                     | 66.5   | % |                                   |   |        |          |  |   | 67.2   | % |  |          | 66.6   | % |          |   |        |          |  |   | 67.2   | %
|                                                                                    |  |                                     |        |   |                                   |  
|Operating expenses:                                                                 |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Research and development                                                            |  |                                     | 10,512 |   |                                   |   | (778   | )(a)     |  |   | 9,734  |   |  |          | 20,834 |   |          |   | (1,602 | )(a)     |  |   | 19,232 |  
|Sales and marketing                                                                 |  |                                     | 18,314 |   |                                   |   | (894   | )(a),(c) |  |   | 17,420 |   |  |          | 35,517 |   |          |   | (1,762 | )(a),(c) |  |   | 33,755 |  
|General and administrative                                                          |  |                                     | 6,608  |   |                                   |   | (777   | )(a)     |  |   | 5,831  |   |  |          | 12,741 |   |          |   | (2,199 | )(a),(b) |  |   | 10,542 |  
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Total operating expenses                                                            |  |                                     | 35,434 |   |                                   |   | (2,449 | )        |  |   | 32,985 |   |  |          | 69,092 |   |          |   | (5,563 | )        |  |   | 63,529 |  
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Loss from operations                                                                |  |                                     | (3,677 | ) |                                   |   | 2,778  |          |  |   | (899   | ) |  |          | (7,799 | ) |          |   | 6,127  |          |  |   | (1,672 | )
|Other income, net                                                                   |  |                                     | 27     |   |                                   |   |       |          |  |   | 27     |   |  |          | 614    |   |          |   |       |          |  |   | 614    |  
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Loss before provision for income taxes                                              |  |                                     | (3,650 | ) |                                   |   | 2,778  |          |  |   | (872   | ) |  |          | (7,185 | ) |          |   | 6,127  |          |  |   | (1,058 | )
|Provision for income taxes                                                          |  |                                     | (41    | ) |                                   |   | (99    | )(d)     |  |   | (140   | ) |  |          | (151   | ) |          |   |       | (d)      |  |   | (151   | )
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Net loss                                                                            |  | $                                   | (3,691 | ) |                                   | $ | 2,679  |          |  | $ | (1,012 | ) |  | $        | (7,336 | ) |          | $ | 6,127  |          |  | $ | (1,209 | )
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Net loss per share available to common stockholders:                                |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Basic                                                                               |  | $                                   | (0.08  | ) |                                   | $ | 0.06   |          |  | $ | (0.02  | ) |  | $        | (0.16  | ) |          | $ | 0.13   |          |  | $ | (0.03  | )
|Diluted (e)                                                                         |  | $                                   | (0.08  | ) |                                   | $ | 0.06   |          |  | $ | (0.02  | ) |  | $        | (0.16  | ) |          | $ | 0.13   |          |  | $ | (0.03  | )
|                                                                                    |  |                                     |        |   |                                   |  
|Shares used in computing net loss per share available to common stockholders:       |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Basic                                                                               |  |                                     | 45,900 |   |                                   |   |        |          |  |   | 45,900 |   |  |          | 45,672 |   |          |   |        |          |  |   | 45,672 |  
|Diluted (e)                                                                         |  |                                     | 45,900 |   |                                   |   |        |          |  |   | 45,900 |   |  |          | 45,672 |   |          |   |        |          |  |   | 45,672 |  
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|(a)    Excludes stock-based compensation as follows:                                |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Cost of product revenue                                                             |  |                                     |        |   |                                   | $ | 27     |          |  |   |        |   |  |          |        |   |          | $ | 62     |          |  |   |        |  
|Cost of support and services revenue                                                |  |                                     |        |   |                                   |   | 161    |          |  |   |        |   |  |          |        |   |          |   | 361    |          |  |   |        |  
|Research and development                                                            |  |                                     |        |   |                                   |   | 778    |          |  |   |        |   |  |          |        |   |          |   | 1,602  |          |  |   |        |  
|Sales and marketing                                                                 |  |                                     |        |   |                                   |   | 885    |          |  |   |        |   |  |          |        |   |          |   | 1,753  |          |  |   |        |  
|General and administrative                                                          |  |                                     |        |   |                                   |   | 777    |          |  |   |        |   |  |          |        |   |          |   | 1,674  |          |  |   |        |  
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|                                                                                    |  |                                     |        |   |                                   | $ | 2,628  |          |  |   |        |   |  |          |        |   |          | $ | 5,452  |          |  |   |        |  
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|                                                                                    |  |                                     |        |   |                                   |  
|(b)    Excludes severance for former Chief Executive Officer:                       |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|General and administration                                                          |  |                                     |        |   |                                   | $ |       |          |  |   |        |   |  |          |        |   |          | $ | 525    |          |  |   |        |  
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|                                                                                    |  |                                     |        |   |                                   | $ |       |          |  |   |        |   |  |          |        |   |          | $ | 525    |          |  |   |        |  
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|                                                                                    |  |                                     |        |   |                                   |  
|(c)    Excludes amortization of acquisition-related intangibles:                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Cost of product revenue                                                             |  |                                     |        |   |                                   | $ | 141    |          |  |   |        |   |  |          |        |   |          | $ | 141    |          |  |   |        |  
|Sales and marketing                                                                 |  |                                     |        |   |                                   |   | 9      |          |  |   |        |   |  |          |        |   |          |   | 9      |          |  |   |        |  
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|                                                                                    |  |                                     |        |   |                                   | $ | 150    |          |  |   |        |   |  |          |        |   |          | $ | 150    |          |  |   |        |  
|                                                                                    |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|(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 compilation of diluted net loss per share for the periods which had a net loss because to do so would have been anti-dilutive.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------- | ------ | - | --------------------------------- | - | ------ | -------- |  | - | ------ | - |  | -------- | ------ | - | -------- | - | ------ | -------- |  | - | ------ | -
|                                                                                                                                                                                                                                                                                                                                                                                                             |  | Three Months EndedDecember 31, 2009 |        |   | Six Months EndedDecember 31, 2009 |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  | GAAP                                |        |   | Excludes                          |   |        | Non-GAAP |  |   | GAAP   |   |  | Excludes |        |   | Non-GAAP |  
|Revenue:                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Product                                                                                                                                                                                                                                                                                                                                                                                                      |  | $                                   | 27,897 |   |                                   | $ |       |          |  | $ | 27,897 |   |  | $        | 54,740 |   |          | $ |       |          |  | $ | 54,740 |  
|Support and services                                                                                                                                                                                                                                                                                                                                                                                         |  |                                     | 7,560  |   |                                   |   |       |          |  |   | 7,560  |   |  |          | 14,467 |   |          |   |       |          |  |   | 14,467 |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Total revenues                                                                                                                                                                                                                                                                                                                                                                                               |  |                                     | 35,457 |   |                                   |   |       |          |  |   | 35,457 |   |  |          | 69,207 |   |          |   |       |          |  |   | 69,207 |  
|Cost of revenue                                                                                                                                                                                                                                                                                                                                                                                              |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Product                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                     | 9,787  |   |                                   |   | (38    | )(a)     |  |   | 9,749  |   |  |          | 19,320 |   |          |   | (65    | )(a)     |  |   | 19,255 |  
|Support and services                                                                                                                                                                                                                                                                                                                                                                                         |  |                                     | 2,806  |   |                                   |   | (235   | )(a)     |  |   | 2,571  |   |  |          | 5,390  |   |          |   | (346   | )(a)     |  |   | 5,044  |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Total cost of revenue                                                                                                                                                                                                                                                                                                                                                                                        |  |                                     | 12,593 |   |                                   |   | (273   | )        |  |   | 12,320 |   |  |          | 24,710 |   |          |   | (411   | )        |  |   | 24,299 |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Gross profit                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                     | 22,864 |   |                                   |   | 273    |          |  |   | 23,137 |   |  |          | 44,497 |   |          |   | 411    |          |  |   | 44,908 |  
|Gross profit %                                                                                                                                                                                                                                                                                                                                                                                               |  |                                     | 64.5   | % |                                   |   |        |          |  |   | 65.3   | % |  |          | 64.3   | % |          |   |        |          |  |   | 64.9   | %
|Operating expenses:                                                                                                                                                                                                                                                                                                                                                                                          |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Research and development                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     | 7,835  |   |                                   |   | (805   | )(a)     |  |   | 7,030  |   |  |          | 15,032 |   |          |   | (1,443 | )(a)     |  |   | 13,589 |  
|Sales and marketing                                                                                                                                                                                                                                                                                                                                                                                          |  |                                     | 12,910 |   |                                   |   | (918   | )(a)     |  |   | 11,992 |   |  |          | 24,927 |   |          |   | (1,590 | )(a),(b) |  |   | 23,337 |  
|General and administrative                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     | 4,731  |   |                                   |   | (844   | )(a)     |  |   | 3,887  |   |  |          | 9,382  |   |          |   | (1,459 | )(a)     |  |   | 7,923  |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Total operating expenses                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     | 25,476 |   |                                   |   | (2,567 | )        |  |   | 22,909 |   |  |          | 49,341 |   |          |   | (4,492 | )        |  |   | 44,849 |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Income (Loss) from operations                                                                                                                                                                                                                                                                                                                                                                                |  |                                     | (2,612 | ) |                                   |   | 2,840  |          |  |   | 228    |   |  |          | (4,844 | ) |          |   | 4,903  |          |  |   | 59     |  
|Other income, net                                                                                                                                                                                                                                                                                                                                                                                            |  |                                     | 160    |   |                                   |   |       |          |  |   | 160    |   |  |          | 288    |   |          |   |       |          |  |   | 288    |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Income (Loss) before provision for income taxes                                                                                                                                                                                                                                                                                                                                                              |  |                                     | (2,452 | ) |                                   |   | 2,840  |          |  |   | 388    |   |  |          | (4,556 | ) |          |   | 4,903  |          |  |   | 347    |  
|Provision for income taxes                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     | (44    | ) |                                   |   | (4     | )(c)     |  |   | (48    | ) |  |          | (66    | ) |          |   | (32    | )(c)     |  |   | (98    | )
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Net income (loss)                                                                                                                                                                                                                                                                                                                                                                                            |  | $                                   | (2,496 | ) |                                   | $ | 2,836  |          |  | $ | 340    |   |  | $        | (4,622 | ) |          | $ | 4,871  |          |  | $ | 249    |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Net income (loss) per share available to common stockholders:                                                                                                                                                                                                                                                                                                                                                |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Basic                                                                                                                                                                                                                                                                                                                                                                                                        |  | $                                   | (0.06  | ) |                                   | $ | 0.07   |          |  | $ | 0.01   |   |  | $        | (0.10  | ) |          | $ | 0.11   |          |  | $ | 0.01   |  
|Diluted (d)                                                                                                                                                                                                                                                                                                                                                                                                  |  | $                                   | (0.06  | ) |                                   | $ | 0.07   |          |  | $ | 0.01   |   |  | $        | (0.10  | ) |          | $ | 0.11   |          |  | $ | 0.01   |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |  
|Shares used in computing net loss per share available to common stockholders:                                                                                                                                                                                                                                                                                                                                |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Basic                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                     | 44,683 |   |                                   |   |        |          |  |   | 44,683 |   |  |          | 44,533 |   |          |   |        |          |  |   | 44,533 |  
|Diluted (d)                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                     | 44,683 |   |                                   |   |        |          |  |   | 46,127 |   |  |          | 44,533 |   |          |   |        |          |  |   | 46,100 |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|(a)    Excludes stock-based compensation as follows:                                                                                                                                                                                                                                                                                                                                                         |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|Cost of product revenue                                                                                                                                                                                                                                                                                                                                                                                      |  |                                     |        |   |                                   | $ | 38     |          |  |   |        |   |  |          |        |   |          | $ | 65     |          |  |   |        |  
|Cost of support and services revenue                                                                                                                                                                                                                                                                                                                                                                         |  |                                     |        |   |                                   |   | 235    |          |  |   |        |   |  |          |        |   |          |   | 346    |          |  |   |        |  
|Research and development                                                                                                                                                                                                                                                                                                                                                                                     |  |                                     |        |   |                                   |   | 805    |          |  |   |        |   |  |          |        |   |          |   | 1,443  |          |  |   |        |  
|Sales and marketing                                                                                                                                                                                                                                                                                                                                                                                          |  |                                     |        |   |                                   |   | 918    |          |  |   |        |   |  |          |        |   |          |   | 1,617  |          |  |   |        |  
|General and administrative                                                                                                                                                                                                                                                                                                                                                                                   |  |                                     |        |   |                                   |   | 844    |          |  |   |        |   |  |          |        |   |          |   | 1,459  |          |  |   |        |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   | $ | 2,840  |          |  |   |        |   |  |          |        |   |          | $ | 4,930  |          |  |   |        |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |   |        |          |  |   |        |   |  |          |        |   |          |   |        |          |  |   |        |  
|                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                     |        |   |                                   |  
|(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 compilation of diluted net loss per share for the periods which
had a net loss because to do so would have been anti-dilutive. | 



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Comparison of the three months ended December 31, 2010 and December 31, 2009

Total revenue.



|                       |  |                                |        |  |      |   |        |                |  |  |                 |  |  |  |    |  
|---------------------- |  | ------------------------------ | ------ |  | ---- | - | ------ | -------------- |  |  | --------------- |  |  |  | -- | -
|                       |  | Three Months EndedDecember 31, |       
|(Dollars in thousands) |  | 2010                           |        |  | 2009 |   |        | DollarVariance |  |  | PercentVariance | 
|Total revenue          |  | $                              | 47,729 |  |      | $ | 35,457 |                |  |  | 12,272          |  |  |  | 35 | %

Total revenue increased by
$12.3 million or 35% during the three months ended December 31, 2010 as compared to the three months ended December 31, 2009. This increase was primarily attributable to increases in both product and support and service revenues. Product
revenue increased $10.0 million or 36% during the comparable period and support and services revenue increased by $2.3 million or 30% the comparable period. The increase in product revenue is primarily attributable to obtaining new customers as well
as the continued growth and expansion in our installed customer base as we continue to grow our sales organization and increase our marketing efforts through greater brand awareness. The increase in support and service revenue is primarily due to
overall growth in our installed customer based coupled with increased support renewals.

Cost of revenue and gross profit.



|                       |  |                                |        |   |      |   |        |                |  |   |                 |  |  |  |    |  
|---------------------- |  | ------------------------------ | ------ | - | ---- | - | ------ | -------------- |  | - | --------------- |  |  |  | -- | -
|                       |  | Three Months EndedDecember 31, |       
|(Dollars in thousands) |  | 2010                           |        |   | 2009 |   |        | DollarVariance |  |   | PercentVariance | 
|Cost of revenue        |  | $                              | 15,972 |   |      | $ | 12,593 |                |  | $ | 3,379           |  |  |  | 27 | %
|Gross profit           |  | $                              | 31,757 |   |      | $ | 22,864 |                |  | $ | 8,893           |  |  |  | 39 | %
|Gross margins          |  |                                | 66.5   | % |      |   | 64.5   | %              |  |   |                 |  |  |  |    |  

Cost of revenue. Gross margins increased from 65% during the three months ended
December 31, 2009 to 67% during the three months ended December 31, 2010. Service margins during the three months ended December 31, 2010 were 68% of service revenues as compared to 63% during the three months ended December 31,
2009. 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 the third party support costs. Product gross margins during three months ended
December 31, 2010 increased modestly and were 66% or product revenue as compared to 65% during the three months ended December 31, 2009.

Operating expenses.



|                           |  |                                |        |  |      |   |        |                |  |   |                 |  |  |  |    |  
|-------------------------- |  | ------------------------------ | ------ |  | ---- | - | ------ | -------------- |  | - | --------------- |  |  |  | -- | -
|                           |  | Three Months EndedDecember 31, |       
|(Dollars in thousands)     |  | 2010                           |        |  | 2009 |   |        | DollarVariance |  |   | PercentVariance | 
|Research and development   |  | $                              | 10,512 |  |      | $ | 7,835  |                |  | $ | 2,677           |  |  |  | 34 | %
|Sales and marketing        |  |                                | 18,314 |  |      |   | 12,910 |                |  |   | 5,404           |  |  |  | 42 | %
|General and administrative |  |                                | 6,608  |  |      |   | 4,731  |                |  |   | 1,877           |  |  |  | 40 | %

Research and
development. Research and development expenses increased by $2.7 million or 34% during the three months ended December 31, 2010 as compared to three months ended December 31, 2009. The increase is primarily attributable to an increase
of $1.5 million in employee related expenses including salaries, incentive compensation and fringe benefits, an increase of $0.4 million in consulting related expenses associated with various product development projects, an increase of $0.3 million
in facility related expenses, and an increase of $0.2 million in development and testing equipment costs.

Sales and
marketing.Sales and marketing expenses increased by $5.4 million or 42% during the three months ended December 31, 2010 as compared to three months ended December 31, 2009. The increase is primarily attributable to an increase of $2.0
million in employee related expenses including payroll, incentive compensation and fringe benefits, an increase of $1.1 million in advertising, branding and promotional activities, an increase of $1.0 million in sales commissions, an increase of
$0.6 million in office related expenses, and an increase of $0.5 million in travel and training expenses associated with our expanded sales force.

General and administrative. General and administrative expenses increased by $1.9 million or 40% during the three months ended December 31, 2010 as compared to three months ended
December 31, 2009. The increase is primarily attributable to an increase of $0.6 million in consulting and professional services, an increase of $0.5 million in legal expenses mainly associated with



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legal costs incurred in our acquisition of Agito, Inc. in October 2010, an increase of $0.4 million in software related expenses, and $0.4 million increase in employee related expenses including
payroll, incentive compensation and fringe benefits.

Other income, net.



|                       |  |                                |    |  |      |   |     |                |  |   |                 |   |  |  |     |   
|---------------------- |  | ------------------------------ | -- |  | ---- | - | --- | -------------- |  | - | --------------- | - |  |  | --- | --
|                       |  | Three Months EndedDecember 31, |   
|(Dollars in thousands) |  | 2010                           |    |  | 2009 |   |     | DollarVariance |  |   | PercentVariance |  
|Other income, net      |  | $                              | 27 |  |      | $ | 160 |                |  | $ | (133            | ) |  |  | (83 | )%

Other income, net.Other income decreased by $0.1 million or 83% during the three months ended December 31, 2010 as compared to three months ended December 31, 2009. The decrease was primarily attributable to a loss on foreign exchange due to weakening
of U.S. dollars of approximately $0.2 million offset by a moderate increase in interest earned on short-term investments during the period.

Income tax provision.



|                       |  |                                |    |  |      |   |    |                |  |   |                 |   |  |  |    |   
|---------------------- |  | ------------------------------ | -- |  | ---- | - | -- | -------------- |  | - | --------------- | - |  |  | -- | --
|                       |  | Three Months EndedDecember 31, |   
|(Dollars in thousands) |  | 2010                           |    |  | 2009 |   |    | DollarVariance |  |   | PercentVariance |  
|Tax provision          |  | $                              | 41 |  |      | $ | 44 |                |  | $ | (3              | ) |  |  | (7 | )%
|                       |  |                                |    |  |      |   |    |                |  |   |                 |   |  |  |    |   

Income tax provision. The income tax provision decreased moderately by $3,000 or 7% during the three
months ended December 31, 2010 as compared to three months ended December 31, 2009.

Comparison of the six months ended
December 31, 2010 and December 31, 2009

Total revenue.



|                       |  |                              |        |  |      |   |        |                |  |   |                 |  |  |  |    |  
|---------------------- |  | ---------------------------- | ------ |  | ---- | - | ------ | -------------- |  | - | --------------- |  |  |  | -- | -
|                       |  | Six Months EndedDecember 31, |       
|(Dollars in thousands) |  | 2010                         |        |  | 2009 |   |        | DollarVariance |  |   | PercentVariance | 
|Total revenue          |  | $                            | 92,008 |  |      | $ | 69,207 |                |  | $ | 22,801          |  |  |  | 33 | %

Total revenue increased by
$22.8 million or 33% during the six months ended December 31, 2010 as compared to the six months ended December 31, 2009. This increase was primarily attributable to increases in both product revenues which increased by $18.4 million or
34%, and support and service revenues which increased by $4.4 million or 30% as compared to the six months ended December 31, 2009. 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 from new customers as well as a growing
customer 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.



|                       |  |                              |        |   |      |   |        |                |  |   |                 |  |  |  |    |  
|---------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -------------- |  | - | --------------- |  |  |  | -- | -
|                       |  | Six Months EndedDecember 31, |       
|(Dollars in thousands) |  | 2010                         |        |   | 2009 |   |        | DollarVariance |  |   | PercentVariance | 
|Cost of revenue        |  | $                            | 30,715 |   |      | $ | 24,710 |                |  | $ | 6,005           |  |  |  | 24 | %
|Gross profit           |  |                              | 61,293 |   |      |   | 44,497 |                |  |   | 16,796          |  |  |  | 38 | %
|Gross margins          |  |                              | 66.6   | % |      |   | 64.3   | %              |  |   |                 |  |  |  |    |  

Cost of revenue. Gross margins increased from 64% during the six months ended
December 31, 2009 to 67% during the six months ended December 31, 2010. Service margins during the six months ended December 31, 2010 were 68% of service revenues as compared to 63% during the six months ended December 31, 2009.
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 the third party support costs.



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The product gross margins during the six months ended December 31, 2010 increased
moderately and were 66% of product revenues as compared to 65% during the six months ended December 31, 2009.

Operating expenses.



|                           |  |                              |        |  |      |   |        |                |  |   |                 |  |  |  |    |  
|-------------------------- |  | ---------------------------- | ------ |  | ---- | - | ------ | -------------- |  | - | --------------- |  |  |  | -- | -
|                           |  | Six Months EndedDecember 31, |       
|(Dollars in thousands)     |  | 2010                         |        |  | 2009 |   |        | DollarVariance |  |   | PercentVariance | 
|Research and development   |  | $                            | 20,834 |  |      | $ | 15,032 |                |  | $ | 5,802           |  |  |  | 39 | %
|Sales and marketing        |  |                              | 35,517 |  |      |   | 24,927 |                |  |   | 10,590          |  |  |  | 42 | %
|General and administrative |  |                              | 12,741 |  |      |   | 9,382  |                |  |   | 3,359           |  |  |  | 36 | %

Research and
development. Research and development expenses increased by $5.8 million or 39% during the six months ended December 31, 2010 as compared to six months ended December 31, 2009. This increase was primarily attributable to an increase of
$3.4 million in employee related expenses such as payroll, incentive compensation and fringe benefits, an increase of $1.2 million in consulting expenses to support various development projects, an increase of $0.6 million in office facilities
related expenses, and an increase of $0.3 million in equipment costs used for development and testing purposes.

Sales and
marketing.Sales and marketing expenses increased by $10.6 million or 42% in the six months ended December 31, 2010 as compared to six months ended December 31, 2009. The increase is primarily attributable to an increase of $4.2
million in employee related expenses including payroll, bonus and fringe benefits, an increase of $2.9 million in advertising, branding and promotional activities, an increase of $1.2 million in sales commissions, an increase of $1.2 million in
travel and training expenses associated with our expanded sales force, and an increase of $0.8 million in greater office expenses and equipment costs.

General and administrative. General and administrative expenses increased by $3.4 million or 36% in the six months ended December 31, 2010 as compared to six months ended
December 31, 2009. The increase is primarily attributable to an increase of $1.5 million increase in employee payroll and benefits, an increase of $0.7 million in consulting and professional services, an increase of $0.5 million in legal
expenses mainly relating to our acquisition of Agito in October 2010, and an increase of $0.4 million in software related expenses.

Other income, net.



|                       |  |                              |     |  |      |   |     |                |  |   |                 |  |  |  |     |  
|---------------------- |  | ---------------------------- | --- |  | ---- | - | --- | -------------- |  | - | --------------- |  |  |  | --- | -
|                       |  | Six Months EndedDecember 31, |    
|(Dollars in thousands) |  | 2010                         |     |  | 2009 |   |     | DollarVariance |  |   | PercentVariance | 
|Other income, net      |  | $                            | 614 |  |      | $ | 288 |                |  | $ | 326             |  |  |  | 113 | %

Other income, net.Other income increased by $0.3 million or 113% during the six months ended December 31, 2010 as compared to six months ended December 31, 2009. The increase was primarily attributable to an increase in interest income of $0.2 million
partly from the interest income received related to an income tax refund received during the prior quarter and an increase of $0.1 million in foreign exchange gain due to strengthening of the foreign currencies gain relative to U.S. dollar.

Income tax provision.



|                       |  |                              |     |  |      |   |    |                |  |   |                 |  |  |  |     |  
|---------------------- |  | ---------------------------- | --- |  | ---- | - | -- | -------------- |  | - | --------------- |  |  |  | --- | -
|                       |  | Six Months EndedDecember 31, |    
|(Dollars in thousands) |  | 2010                         |     |  | 2009 |   |    | DollarVariance |  |   | PercentVariance | 
|Tax provision          |  | $                            | 151 |  |      | $ | 66 |                |  | $ | 85              |  |  |  | 129 | %

Income tax provision.The income tax provision increased by $0.1 million or 129% during the six months ended December 31, 2010 as compared to six months ended December 31, 2009.



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Liquidity and Capital Resources

Balance Sheet and Cash Flows

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



|                                                   |  |                  |         |  |              |   |         |                     |  |   |         |  
|-------------------------------------------------- |  | ---------------- | ------- |  | ------------ | - | ------- | ------------------- |  | - | ------- | -
|                                                   |  | December 31,2010 |         |  | June 30,2010 |   |         | Increase/(Decrease) | 
|Cash, cash equivalents and short-term investments: |  |                  |         |  |              |   |         |                     |  |   |         |  
|Cash and cash equivalents                          |  | $                | 55,304  |  |              | $ | 68,426  |                     |  | $ | (13,122 | )
|Short-term investments                             |  |                  | 50,122  |  |              |   | 47,375  |                     |  |   | 2,747   |  
|                                                   |  |                  |         |  |              |   |         |                     |  |   |         |  
|Total                                              |  | $                | 105,426 |  |              | $ | 115,801 |                     |  | $ | (10,375 | )
|                                                   |  |                  |         |  |              |   |         |                     |  |   |         |  

As of December 31, 2010, our principal sources of liquidity consisted of cash, cash equivalents and
short-term investments of $105.4 million and accounts receivable net of $24.6 million.

Our principal uses of cash
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 $105.4 million of cash, cash equivalents and short-term investments at December 31, 2010 will be sufficient to
fund our operating requirements for at least 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 financial
statements 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 for the stated periods:



|                                                     |  |                  |         |   |                  |   |        |  
|---------------------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------ | -
|                                                     |  | Six Months Ended |        
|(In thousands)                                       |  | December 31,2010 |         |   | December 31,2009 |  
|Net cash flow provided by (used in):                 |  |                  |         |   |                  |   |        |  
|Operating activities                                 |  | $                | 4,214   |   |                  | $ | 8,511  |  
|Investing activities                                 |  |                  | (19,314 | ) |                  |   | (4,960 | )
|Financing activities                                 |  |                  | 1,978   |   |                  |   | 1,408  |  
|                                                     |  |                  |         |   |                  |   |        |  
|Net (decrease) increase in cash and cash equivalents |  | $                | (13,122 | ) |                  | $ | 4,959  |  
|                                                     |  |                  |         |   |                  |   |        |  

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
six months ended December 31, 2010 and 2009 included non-cash charges of $5.5 million and $4.9 million in stock-based compensation expense, respectively, and $1.9 million and $1.3 million in depreciation and amortization, respectively.

Cash provided by operating activities during the six months ended December 31, 2010 also reflect net changes in
operating assets and liabilities, which provided $3.8 million consisting primarily of a significant decrease in prepaid expenses and other current assets of $4.2 million from the settlement of a legal liability, a decrease in other assets of $0.3
million, a decrease in accounts receivables of $0.1 million, an increase in deferred revenue of $2.9 million, an increase in accounts payable of $0.5 million offset by an increase in inventories of $2.7 million, a decrease of $1.3 million in accrued
liabilities and a decrease in accrued employee compensation of $0.2 million.



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Cash provided by operating activities during the six months ended December 31, 2009
also reflect net changes in operating assets and liabilities, which provided $6.6 million consisting primarily of a significant decrease in accounts receivables of $2.6 million due to strong collection patterns from our customers, an increase in
accrued employee compensation of $2.3 million, an increase in deferred revenue of $2.2 million, an increase of $1.0 million in accrued liabilities, an increase in accounts payable of $0.7 million and a decrease in other assets of $0.8 million,
partially offset by an increase in inventories of $2.7 million, and a decrease in prepaid and other current assets of $0.3 million.

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 used in investing activities was $19.3 million and $5.0 million in the six months ended December 31, 2010 and 2009,
respectively. Net cash used in investing activities in the six months ended December 31, 2010 related to 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, plan and equipment of $4.0 million and purchase of a perpetual license and patent of $0.8 million. Net cash used in investing activities in the six months ended December 31, 2009 related to net
purchases of short-term investments of $2.3 million, purchase of property, plant and equipment of $1.7 million and purchase of a perpetual license and patent of $0.9 million.

Cash flows from financing activities

Net cash provided by financing
activities was $2.0 million for the six months ended December 31, 2010 and $1.4 million for the six months ended December 31, 2009, 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 December 31, 2010 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       |  | $                      | 1,518  |  |             | $ | 5,531 |             |  | $ | 1,732             |  |  | $     | 1,129 |  |  | $ | 9,910  | 
|Purchase obligations   |  |                        | 26,224 |  |             |   |      |             |  |   |                  |  |  |       |      |  |  |   | 26,224 | 
|                       |  |                        |        |  |             |   |       |             |  |   |                   |  |  |       |       |  |  |   |        | 
|Total                  |  | $                      | 27,742 |  |             | $ | 5,531 |             |  | $ | 1,732             |  |  | $     | 1,129 |  |  | $ | 36,134 | 
|                       |  |                        |        |  |             |   |       |             |  |   |                   |  |  |       |       |  |  |   |        | 



|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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##### Table of Contents

PART II: OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

See
Note 12 to the Condensed Consolidated Financial Statements contained in Part I herein.



|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 the Company has 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.



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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.

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.



|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 December 31, 2010, 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: February 4, 2011



ShoreTel, Inc.By:

/S/    MICHAEL E.
HEALYMichael E. Healy Chief Financial Officer




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##### Table of Contents

EXHIBIT INDEX



|               |  |                                                                                                                                                                           
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Exhibit Title                                                                                                                                                             
|               | 
|10.1           |  | 2007 Employee Stock Purchase Plan, as amended on November 2, 2010                                                                                                         
|               | 
|10.2           |  | Lease Agreement between River Place Corporate Park, LP and Shore Tel, Inc, dated June 30, 2008, and as amended on September 16, 2009, December 2009, and December 10,
2010
|               | 
|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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32