Allot — Interim / Quarterly Report 2012

Oct 30, 2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2012 Commission File Number: 001-33129

Allot Communications Ltd.

(Translation of registrant's name into English)

22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 45240 Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ⌧ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange Act of 1934.

Yes o No ⌧

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

EXPLANATORY NOTE

On October 30, 2012, Allot Communications Ltd. issued a press release announcing the quarterly results for the third quarter of 2012.

A copy of the press release entitled “Allot Communications Reports Non-GAAP 40% Revenue Rise and 50% Net Profit Growth for Third Quarter of 2012” is attached to this Form 6-K as Exhibit 99.1.

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.

Allot Communications Ltd.

By: /s/ Donna Rahav Donna Rahav Deputy General Counsel

Date: October 30, 2012

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EXHIBIT INDEX

The following exhibit has been filed as part of this Form 6-K: Exhibit Description 99.1 Press Release Announcing Financial Results Dated October 30, 2012

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Exhibit 99.1

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Allot Communications Reports Non-GAAP 40% Revenue Rise and 50% Net Profit Growth for Third Quarter of 2012

Key highlights:

• Third quarter non-GAAP revenues increased to $28.0 million, a 40% increase over the third quarter of 2011 and 6% increase over the previous quarter

• Third quarter non-GAAP net profit reaches $5.1 million, a 50% increase over the third quarter of 2011; non-GAAP EPS of $0.15

• Cash, cash equivalents and marketable securities totaled $144.1 million after Oversi acquisition closing; positive cash flow from operations in the third quarter

Hod Hasharon, Israel – October 30, 2012 – Allot Communications Ltd. (NASDAQ: ALLT), a leading supplier of service optimization and revenue generation solutions for fixed and mobile data worldwide, today announced continued growth in sales during the third quarter of 2012.

On a non-GAAP basis, total revenues for the third quarter of 2012 reached $28.0 million, a 40% increase from the $20.1 million of revenues reported for the third quarter of 2011, and a 6% increase from the $26.4 million of revenues reported for the second quarter of 2012. On a GAAP basis, net profit for the third quarter of 2012 was $2.4 million, or $0.07 per basic and diluted share. This compares with net profit of $2.1 million, or $0.09 per basic share and $0.08 per diluted share, in the third quarter of 2011, and net profit of $2.7 million, or $0.08 per basic and diluted share, in the second quarter of 2012.

On a non-GAAP basis, net profit for the third quarter of 2012 totaled $5.1 million, or $0.16 per basic share and $0.15 per diluted share, compared with non-GAAP net profit of $3.4 million, or $0.14 per basic share and $0.13 per diluted share, for the third quarter of 2011, and non-GAAP net profit $5.0 million, or $0.16 per basic share and $0.15 per diluted share, for the second quarter of 2012. The results also reflect operating expenses resulting from the Oversi acquisition, which closed on September 4, 2012.

Non-GAAP revenues are defined as GAAP revenues adjusted for impact of the fair value adjustment to acquired deferred revenue related to purchase accounting. Management believes the adjustment is useful to investors as a measure of our operating performance following the acquisition.

Non-GAAP net profit is defined as GAAP net profit after including deferred revenues related to the fair value adjustment resulting from purchase accounting and excluding stock based compensation expenses, amortization of acquisition related intangible assets, regulatory matters, acquisition related expenses and compensation expenses related to the acquisitions.

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These non-GAAP measures should be considered in addition to, and not as a substitute for, comparable GAAP measures. The non-GAAP results and a full reconciliation between GAAP and non-GAAP results are provided in the accompanying Tables 2 and 3. The Company provides these non-GAAP financial measures because it believes that they present a better measure of the Company’s core business and management uses the non-GAAP measures internally to evaluate the Company’s ongoing performance. Accordingly, the Company believes that they are useful to investors in enhancing an understanding of the Company’s operating performance.

“Our continued growth is being driven by strong market fundamentals, namely the continued dramatic growth in data over mobile and fixed line networks," commented Rami Hadar, Allot Communications' President and Chief Executive Officer. “The Allot Service Gateway offers service providers superior performance along with the broadest range of value-added services available on the market today, and services, particularly our video suite, have been a significant differentiator for our customers. During the quarter we recognized revenue from a new Tier 1 mobile operator, as we predicted earlier in the year.”

Recently, the Company achieved the following significant goals:

• During the quarter, received large orders from 12 service providers, 2 of which represented new customers;

• 8 of the large orders came from mobile service providers, 2 of which were new customers;

• Recognized revenue from a new Tier 1 mobile operator during the quarter, one of two 10% customers for the quarter;

• Announced closing the acquisition of Oversi on September 4, which provides Allot with a best-of-breed video caching solution; and

• Announced the receipt of a large order for the new Allot MediaSwift-E caching solution, which incorporates the caching technology from Oversi, from an existing multi-million dollar APAC fixed operator customer.

As of September 30, 2012, cash, cash equivalents, short term deposits and marketable securities totaled $144.1 million, post-closing the Oversi acquisition, with no debt. The preliminary allocation of the purchase price for Oversi is based upon estimates and assumptions that are subject to change within the purchase price allocation period, which is generally one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to the measurement of certain assets and liabilities.

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Conference Call & Webcast

The Allot management team will host a conference call to discuss its third quarter 2012 earnings results today at 8:30 AM ET, 2:30 PM Israel time. at 8:30 AM ET, 2:30 PM Israel time.

To access the conference call, please dial one of the following numbers: US: +1212 444 0412, UK: +44(0)20 7136 2055, Israel: +9723763 0146, participant code 1477641.

A replay of the conference call will be available from 12:01 am ET on October 31, 2012 through November 29, 2012 at 11:59 pm UK time. To access the replay, please dial: US: +347 366 9565 or toll free, 1866 932 5017; UK: +44 (0)20 3427 0598 or toll free, 0800 358 7735, access code: 1477641.

A live webcast of the conference call can be accessed on the Allot Communications website at www.allot.com. The webcast will also be archived on the website following the conference call.

About Allot Communications

Allot Communications Ltd. (NASDAQ, TASE: ALLT) is a leading global provider of intelligent solutions to optimize and monetize over-the-top Internet traffic in fixed and mobile broadband networks and large enterprises. Allot Service Gateway offers service providers a broad range of value-added services in a single platform, which include analytics, policy control, video optimization, video caching and charging that are vital to managing fixed and mobile data, enhancing user experience, containing operating costs, and enabling service providers to generate revenues from their broadband networks. Allot's rich portfolio of solutions leverages dynamic actionable recognition technology (DART) to transform broadband pipes into smart networks that can rapidly and efficiently deploy value added Internet services. For more information, please visit http://www.allot.com .

Safe Harbor Statement

Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Company's plans, objectives and expectations for future operations. These forward-looking statements are based upon management's current estimates and projections of future results or trends. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These factors include, but are not limited to: our ability to increase the breadth and functionality of the Service Gateway platform, changes in general economic and business conditions; the Company’s inability to develop and introduce new technologies, products and applications; loss of market; and other factors discussed under the heading "Risk Factors" in the Company's annual report on Form 20-F filed with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

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Investor Relations Contact: Jay Kalish Executive Director Investor Relations International access code +972-54-221-1365 jkalish@allot.com

Public Relations Contact: Maya Lustig Director of Corporate Communications Tel: +972-9-7616851 Cell: +972-54-677-8100 mlustig@allot.com

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TABLE - 1

ALLOT COMMUNICATIONS LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except share and per share data)

			Three Months EnSeptember 30,			ded		Nine Months EndedSeptember 30,		011
				2012		2011		2012	2
			(Unaudited)				(Unaudited)
Revenu	es		$	27,768	$	20,088	$	78,390	$	55,725
Cost of	revenues			8,464		5,728		23,119		15,885
Gross p	rofit			19,304		14,360		55,271		39,840
Operati	ng expenses:
Resear	ch and development costs, net			6,069		3,467		15,411		9,531
Sales a	nd marketing			8,539		6,575		24,420		19,276
Genera	l and administrative			2,671		2,379		8,104		5,785
Total o	perating expenses			17279		12421		47935		34592
Operati	ng profit			,2,025		,1,939		,7,336		,5,248
Financi	al and other income, net			382		149		1,030		178
Profit b	efore income tax expenses			2,407		2,088		8,366		5,426
Tax ex	penses			192,388		132,075		438,323		1145,312
Net pro	fit
Basic	net profit per share		$	0.07	$	0.09	$	0.26	$	0.22
Dilute	d net profit per share		$	0.07	$	0.08	$	0.25	$	0.20
Weight	ed average number of shares
used in	computing basic net
earning	s per share			32,260,061		24,296,038		31,787,646		24,159,643
Weight	ed average number of shares
used in	computing diluted net
earning	s per share			33,471,098		26,184,244		33,086,932		26,072,423
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TABLE - 2

ALLOT COMMUNICATIONS LTD. AND ITS SUBSIDIARIES

RECONCILATION OF GAAP TO NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except share and per share data)

	Three Months EndedSeptember 30,20122011(Unaudited)$ 2,388$ 2,075	Three Months EndedSeptember 30,20122011(Unaudited)$ 2,388$ 2,075	Nine Months EndedSeptember 30,20122011(Unaudited)$ 8,323$ 5,312	Nine Months EndedSeptember 30,20122011(Unaudited)$ 8,323$ 5,312
	$ 2,388		$ 8,323
GAAP net profit as reported
Non-GAAP adjustments
Expenses recorded for stock-based compensation
Cost of revenues	57	19	154	69
Research and development costs, net	329	99	757	287
Sales and marketing	588	223	1,351	682
General and administrative	342	165	796	532
Expenses related to M&A activities and compliance with regulatory matters (*)
General and administrative	354	798	2,065	1,336
Research and development costs, net	93	-	343	-
Sales and marketing	55	-	148	-
Intangible assets amortization		-		-
Cost of revenues	641	30	934	90
S&M	17	-	17	-
Fair value adjustment for acquired deferred revenues write down	2582,734	-1,334	2586,823	-2,996
Total adjustments to operating profit
Total adjustments	2,734	1,334	6,823	2,996
Non-GAAP net profit	$ 5,122	$ 3,409	$ 15,146	$ 8,308
Non- GAAP basic net profit per share	$ 0.16	$ 0.14	$ 0.48	$ 0.34
Non- GAAP diluted net profit per share	$ 0.15	$ 0.13	$ 0.45	$ 0.32
Weighted average number of shares
used in computing basic net
earnings per share	32,260,061	24,296,038	31,787,646	24,159,643
Weighted average number of shares
used in computing diluted net
earnings per share	33,848,560	26,287,478	33,347,232	26,172,819

(*) Mostly legal, finance and compensation expenses related to the acquisition

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TABLE - 3

ALLOT COMMUNICATIONS LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS on a NON-GAAP BASIS

(U.S. dollars in thousands, except share and per share data)

RevenuesCost of revenuesGross profitOperating expenses:Research and development costs, netSales and marketingGeneral and administrativeTotal operating expensesOperating profitFinancial and other income, netProfit before income tax expensesTax expenses	Three Months EndedSeptember 30,20122011(Unaudited)$ 28,026$ 20,0887,7665,67920,26014,4095,6473,3687,8796,3521,9751,41615,50111,1364,7593,2733821495,1413,42219135,1223,409	Three Months EndedSeptember 30,20122011(Unaudited)$ 28,026$ 20,0887,7665,67920,26014,4095,6473,3687,8796,3521,9751,41615,50111,1364,7593,2733821495,1413,42219135,1223,409	Nine Months EndedSeptember 30,20122011(Unaudited)$ 78,648$ 55,72522,03115,72656,61739,99914,3119,24422,90418,5945,2433,91742,45831,75514,1598,2441,03017815,1898,4224311415,1468,308	Nine Months EndedSeptember 30,20122011(Unaudited)$ 78,648$ 55,72522,03115,72656,61739,99914,3119,24422,90418,5945,2433,91742,45831,75514,1598,2441,03017815,1898,4224311415,1468,308
Net profit
Basic net profit per share	$ 0.16	$ 0.14	$ 0.48	$ 0.34
Diluted net profit per share	$ 0.15	$ 0.13	$ 0.45	$ 0.32
Weighted average number of shares
used in computing basic net
earnings per share	32,260,061	24,296,038	31,787,646	24,159,643
Weighted average number of shares
used in computing diluted net
earnings per share	33,848,560	26,287,478	33,347,232	26,172,819

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TABLE - 4

ALLOT COMMUNICATIONS LTD. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

TABLE- 4ALLOT COMMUNICATIONS LTD.AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(U.S. dollars in thousands)
	Septemeber 30,2012(Uaudited)	December 31,2011(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$ 25,668	$ 116,682
Short term deposits	94,000	24,000
Marketable securities and restricted cash	24,427	18,718
Trade receivables, net	21,739	11,926
Other receivables and prepaid expenses	4,946	5,950
Inventories	11,059181,839	10,501187,777
Total current assets
LONG-TERM ASSETS:
Severance pay fund	182	178
Other assets and deferred taxes	320502	356534
Total long-term assets
PROPERTY AND EQUIPMENT, NET	6,79934,541	5,3523,395
GOODWILL AND INTANGIBLE ASSETS, NET
Total assets	$ 223,681	$ 197,058
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables	$ 7,603	$ 2,684
Deferred revenues	15,936	16,694
Other payables and accrued expenses	15,32638,865	9,46228,840
Total current liabilities
LONG-TERM LIABILITIES:
Deferred revenues	4,632	5,430
Accrued severance pay	2294,861	2195,649
Total long-term liabilities
SHAREHOLDERS' EQUITY	179,955	162,569
Total liabilities and shareholders' equity	$ 223,681	$ 197,058

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TABLE - 5

ALLOT COMMUNICATIONS LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	Three Months EndedSeptember 30,20122011(Unaudited)	Three Months EndedSeptember 30,20122011(Unaudited)	Nine Months EndedSeptember 30,20122011(Unaudited)	Nine Months EndedSeptember 30,20122011(Unaudited)
Cash flows from operating activities:
Net income	$ 2,388	$ 2,075	$ 8,323	$ 5,312
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	890	712	2,253	2,048
Stock-based compensation related to options granted to employees and non-employees	1,316	506	3,058	1,570
Amortization of intangible assets	658	30	951	91
Capital loss	10	-	14	9
Decrease (Increase) in accrued severance pay, net	(1)	(1)	6	5
Decrease in other assets	55	95	56	94
Decease in accrued interest and amortization of premium on marketable securities	96	19	144	66
Increase in trade receivables	(4,143)	(1,657)	(9,642)	(2,060)
Decrease (Increase) in other receivables and prepaid expenses	(65)	2,129	1,561	795
Decrease in inventories	1,816	676	2,137	1,782
Increase (Decrease) in trade payables	(1,125)	1,735	1,367	(1,310)
Increase (Decrease) in employees and payroll accruals	1,789	95	2,167	(514)
Decrease in deferred revenues	(2,659)	(1,383)	(4,295)	(319)
Increase (Decrease) in other payables and accrued expenses	(875)	(1,649)	1,242	(329)
Net cash provided by operating activities	150	3,382	9,342	7,240
Cash flows from investing activities:
Increase in restricted deposit	(147)	-	(126)	(487)
Investment in short-term deposit	(23,000)	(18,000)	(70,000)	(18,000)
Purchase of property and equipment	(1,528)	(740)	(2,997)	(2,039)
Proceeds from sale of property and equipment	-	-	-	30
Investment in marketable securities	(6,443)	(2,317)	(7,694)	(4,231)
Proceeds from redemption or sale of marketable securities	800	803	2,000	2,403
Investment in Subsidiary	(13,493)	-	(23,892)	-
Loan to purchased Subsidiary	-	-	(1,000)	-
Net cash used in investing activities	(43,811)	(20,254)	(103,709)	(22,324)
Cash flows from financing activities:
Exercise of warrants and employee stock options	1,198	550	5,305	2,020
Redemption of bank loan	(1,952)	-	(1,952)	-
Net cash provided by (used in) financing activities	(754)	550	3,353	2,020
Increase in cash and cash equivalents	(44,415)	(16,322)	(91,014)	(13,064)
Cash and cash equivalents at the beginning of the period	70,083	46,116	116,682	42,858
Cash and cash equivalents at the end of the period	$ 25,668	$ 29,794	$ 25,668	$ 29,794

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