6-K

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 February 2007
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 x 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 x

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



EXPLANATORY NOTE

        On February 13, 2007, Allot Communications Ltd. issued a press release announcing the quarterly and annual results for the period ended December 31, 2006. A copy of the press release is attached to this Form 6-K as Exhibit 99.1 and incorporated herein by reference.

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/ Adi Sapir
——————————————
Adi Sapir
Chief Financial Officer

      Date: February 14, 2007

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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 Dated February 13, 2007.

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6-K

Exhibit 99.1


Allot Communications Announces Fourth Quarter
and Full Year 2006 Results

Full year revenues increase 49% over 2005

Hod Hasharon, ISRAEL – February 13, 2007 – Allot Communications Ltd. (NASDAQ: ALLT ), a leader in IP service optimization solutions based on deep packet inspection (DPI) technology, today announced financial results for the fourth quarter and full year ended December 31, 2006.

Total revenues for the fourth quarter of 2006 reached $9.6 million, a 35% increase over the $7.1 million revenues reported in the fourth quarter of 2005. On a GAAP basis, net income for the fourth quarter of 2006 was $53 thousand, or $0.00 per diluted share, as compared with $341 thousand, or $0.08 per diluted share, in the fourth quarter of 2005. In 2006, revenues reached $34.1 million, representing a 49% increase over $23 million in revenues in 2005. On a GAAP basis, net income in 2006 totaled $616 thousand, or $0.04 per diluted share, as compared with a net loss of $2.4 million, or $0.81 per share, in 2005.

Included in the GAAP net income was the impact of share-based compensation. On a pro-forma, non-GAAP basis, excluding this impact, net income for the fourth quarter of 2006 totaled $732 thousand, or $0.04 per diluted share, as compared with $369 thousand, or $0.09 per diluted share, for the fourth quarter of 2005. For the year 2006, pro forma, non-GAAP, excluding the impact of the share-based compensation, net income totaled $2.0 million, or $0.12 per diluted share, as compared with a loss of $2.1 million, or $0.70 per share in 2005.

These non-GAAP measures should be considered in addition to, and not as a substitute for, comparable GAAP measures. A full reconciliation between non-GAAP and GAAP net income is provided in the accompanying Tables 3.

As of December 31, 2006, Allot’s cash and cash equivalents, including short and long-term deposits and investments in marketable securities, totaled $83.3 million. This amount includes the net proceeds from the company’s IPO, which was completed in November 2006.

“Allot’s strong growth in revenue and profitability during 2006 is a clear demonstration of our leadership position in the global deep packet inspection (DPI) market, enabling the intelligent optimization of today’s IP broadband networks,” stated Rami Hadar, Allot Communications President and Chief Executive Officer. “Our growth was driven by rising demand among service providers who are seeking high performance solutions to transform broadband pipes into intelligent networks, as well as continued demand from within the enterprise market. Allot’s strong performance in 2006 is a testament to our ability to meet our customers’ evolving needs for network optimization solutions with the most technologically advanced DPI capabilities in the industry, and the hard work of our dedicated employees worldwide.”




“The successful completion of our initial public offering during the fourth quarter of 2006 sets a solid foundation for the future, with a stronger balance sheet and increased brand awareness that we believe will allow us to continue to execute on our strategic global plan. We are continuing to expand our global channels and partners to address the enterprise and mid-tier service provider markets, as well as our direct touch activities with Tier-1 carriers. We continue to innovate and develop our product offerings. In 2006, we introduced our NetXplorer Management platform, our new Subscriber Management Platform and our high performance 5 GB/s NetEnforcer AC2500. We are in the advanced stages of the development of our next generation platform that will function as a DPI-based service gateway enabling value added services by larger service providers. In its first version, it will support up to 20 GB/s throughput, providing support for 10G networks,” concluded Hadar.

Financial Guidance

The company expects net revenues for the first quarter 2007, which is traditionally slow in our sector, to be similar to the level of the fourth quarter of 2006 revenues, with growth to resume in the second quarter of 2007 and continue through the remainder of the year. Earnings per diluted share for the first quarter of 2007 will be similar to the fourth quarter of 2006. For the year 2007, the company anticipates net revenues in the range of $43-47 million, with earnings per diluted share, excluding the effect of share-based compensation, of between $0.27-0.33.

Conference Call & Webcast

The company’s management team plans to host a live conference call and webcast today 10:00 AM EST to discuss the financial results as well as management’s outlook for the business.

To access the conference call, please dial one of the following numbers: US: 1-800-399-0427, International: +1-706-643-1624, and the accompanying presentation can be downloaded prior to the call at the investor relations section of our web site, www.allot.com.

A replay of the conference call will be available from 1:00 pm EST on February 13, 2007 through February 27, 2007, at 11:59 pm EST.

To access the replay, please dial in the US: 1-800-642-1687, International: +1-706-645-9291. Access code for both is 6948054.

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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 Allot’s website following the conference call.

About Allot Communications
Allot Communications Ltd. (NASDAQ: ALLT) is a leading provider of intelligent IP service optimization solutions. Designed for carriers, service providers and enterprises, Allot solutions apply deep packet inspection (DPI) technology to transform broadband pipes into smart networks. This creates the visibility and control vital to manage applications, services and subscribers, guarantee quality of service (QoS), contain operating costs and maximize revenue. Allot believes in listening to customers and provides them access to its global network of visionaries, innovators and support engineers. For more information, please visit www.allot.com.

Safe Harbor Statement
Information provided in this press release contains statements relating to current expectations, estimates, forecasts and projections about future financial performance and 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 Allot’s plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. Actual future results may differ materially from those which may be expressed or implied by the forward-looking statements that we make as a result of certain risks and uncertainties, including, among others, changes in general economic and business conditions and specifically, a decline in demand for our products, our inability to timely develop and introduce new technologies, products and applications and loss of market. These factors include, but are not limited to, those discussed under the heading “Risk Factors” in Allot’s final prospectus for its IPO filed with the Securities and Exchange Commission on November 16, 2006 and other filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. This press release also is available at our Web site.


Investor Relations Contact:
Jay Kalish
Executive Director Investor Relations
International access code +972-9-761-9365
jkalish@allot.com

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ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S.dollars in thousands, except share and per share data)

Three Months Ended
December 31,

Year Ended
December 31,

2006
2005
2006
2005
Audited
 
Revenues      9,567    7,079    34,144    22,972  
Cost of revenues    2,190    1,483    7,597    5,419  




   
Gross profit    7,377    5,596    26,547    17,553  




   
Operating expenses:  
Research and development costs, net    1,887    1,543    7,529    5,925  
Sales and marketing    4,598    3,090    15,457    11,887  
General and administrative    1,204    671    3,464    2,380  




Total Operating expenses    7,689    5,304    26,450    20,192  




Operating income (loss)    (312 )  292    97    (2,639 )
Financial and other income, net    401    9    630    45  




Income (loss) before income tax expenses (benefit)    89    301    727    (2,594 )
   
Income tax expenses (benefit)    36    (40 )  111    (218 )




Net income (loss)    53    341    616    (2,376 )




   
Basic net earnings (loss) per share    $ 0.00   $ 0.11   $ 0.04   $( 0.81 )




Diluted net earnings (loss) per share    $ 0.00   $ 0.08   $ 0.04   $( 0.81 )




   
Weighted average number of shares  
 used in computing basic net  
 earnings (loss) per share    17,077,444    3,063,040    14,402,338    2,943,500  




   
Weighted average number of shares
 used in computing diluted net
 earnings (loss) per share
    19,864,395    4,101,738    16,423,227    2,943,500  





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ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)

December 31,
2006
2005
Audited
 
ASSETS
CURRENT ASSETS:            
Cash and cash equivalents    7,117    3,739  
Marketable securities and short term deposit    70,423    3,645  
Trade receivables    5,856    3,530  
Other receivables and prepaid expenses    1,961    696  
Inventories    3,337    1,544  


Total current assets    88,694    13,154  


   
LONG-TERM ASSETS:  
Marketable securities    5,750    993  
Severence pay fund    2,648    1,538  
Other assets    1,054    300  


Total long-term assets    9,452    2,831  


   
PROPERTY AND EQUIPMENT, NET    2,939    1,483  


GOODWILL AND INTANGIBLE ASSETS, NET    99    123  


   
Total assets    101,184    17,591  


   
                              LIABILITIES AND SHAREHOLDERS' EQUITY   
CURRENT LIABILITIES:  
Short-term bank credit and current maturities, net    6    0  
Trade payables    4,415    2,293  
Deferred revenues    3,788    3,247  
Other payables and accrued expenses    4,833    3,340  


Total current liabilities    13,042    8,880  


   
LONG-TERM LIABILITIES:  
Deferred revenues    1,578    972  
Accrued severence pay    2,377    1,613  


Total long-term liabilities    3,955    2,585  


   
SHAREHOLDERS' EQUITY    84,187    6,126  


   
Total liabilities and shareholders' equity    101,184    17,591  



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ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS

This schedule is to assist the reader in reconciling from the GAAP
reported results to Proforma results

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

Three months ended December, 31
2006

Three months ended December, 31
2005

GAAP
Reported

Proforma
Adjustments*

Proforma
GAAP
Reported

Proforma
Adjustments*

Proforma
 
Gross profit      7,377    (7 )  7,384    5,596    0    5,596  
   
Total Operating expenses    7,689    (672 )  7,017    5,304    (28 )  5,276  
   
Operating income (loss)    (312 )  679    367    292    28    320  
   
Income (loss) before income tax expenses (benefit)    89    679    768    301    28    329  
   
Net income    53    679    732    341    28    369  






   
Basic net earnings (loss) per share    $ 0.00   $ 0.04   $ 0.04   $ 0.11   $ 0.01   $ 0.12  






Diluted net earnings (loss) per share    $ 0.00   $ 0.03   $ 0.04   $ 0.08   $ 0.01   $ 0.09  






(*) Share based compensation.

Year ended December, 31
2006

Year ended December, 31
2005

GAAP
Reported

Proforma
Adjustments*

Proforma
GAAP
Reported

Proforma
Adjustments*

Proforma
 
Gross profit      26,547    (15 )  26,562    17,553    0    17,553  
   
Total Operating expenses    26,450    (1,346 )  25,104    20,192    (305 )  19,887  
   
Operating income (loss)    97    1,361    1,458    (2,639 )  305    (2,334 )
   
Income (loss) before income tax expenses (benefit)    727    1,361    2,088    (2,594 )  305    (2,289 )
   
Net income    616    1,361    1,977    (2,376 )  305    (2,071 )






   
Basic net earnings (loss) per share    $ 0.04   $ 0.09   $ 0.14   $ (0.81 ) $ 0.10   $ (0.70 )






Diluted net earnings (loss) per share    $ 0.04   $ 0.08   $ 0.12   $ (0.81 ) $ 0.10   $ (0.70 )






(*) Share based compensation.

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