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 November 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 November 7, 2007, Allot Communications Ltd. issued a press release announcing the quarterly results for the third quarter 2007.

        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/ Doron Arazi
——————————————
Doron Arazi
Chief Financial Officer

        Date: November 7, 2007



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 November 7, 2007.



6-K

Exhibit 99.1

Allot Communications Announces Third Quarter 2007 Results

Hod Hasharon, ISRAEL – November 7, 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 third quarter ended September 30, 2007.

Revenues for the third quarter of 2007 totaled $7.0 million, representing a 19% decrease from the $8.6 million in revenues reported for the second quarter of 2007 and a 21% decrease from the $8.9 million of revenues reported in the third quarter of 2006. On a GAAP basis, net loss for the third quarter of 2007 was $2.2 million, or $0.10 per share, as compared with a net loss of $592 thousand, or $0.03 per share, for the second quarter of 2007 and net income of $505 thousand, or $0.03 per diluted share, in the third quarter of 2006. For the first nine months of 2007, revenues reached $23.8 million, representing a 3% decrease from the $24.6 million in revenues for the first nine months of 2006. On a GAAP basis, net loss for the first nine months of 2007 totaled $3.2 million, or $0.15 per share, as compared with net income of $563 thousand, or $0.04 per diluted share, for the first nine months of 2006. On a non-GAAP basis, excluding the impact of share-based compensation expense and the impact of expenses related to a law suit, non-GAAP net loss for the third quarter of 2007 totaled $1.7 million, or $0.08 per share, as compared with a non-GAAP net loss of $299 thousand, or $0.01 per share, for the second quarter of 2007 and non-GAAP net income of $845 thousand, or $0.05 per diluted share, for the third quarter of 2006. For the first nine months of 2007, non-GAAP net loss, excluding the impact of the share-based compensation and the impact of the legal expenses, totaled $2.1 million or $0.10 per share, as compared with net income of $1.2 million or $0.08 per diluted share for the first nine months of 2006.

These non-GAAP measures should be considered in addition to, and not as a substitute for, comparable GAAP measures. Reconciliation between GAAP and non-GAAP measures is provided in the accompanying Table 2 of this press release. Allot provides these non-GAAP financial measures because 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 Allot’s operating performance.

“While our revenues were lower than expected this quarter, Allot did achieve two major milestones,” commented Rami Hadar, Allot Communications’ President and Chief Executive Officer. “The first milestone was the $2 million purchase order we received from a Tier 1 operator in Latin America. Revenues from this order may be recognized over an extended period of time, most likely commencing during 2008. The second milestone was the commencement of trials and the first commercial installation of our new Service Gateway -Omega 20G product line with large service providers and Tier 1 Carriers.

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“We believe that Allot’s new platform opens up near term opportunities for Allot, as we expect that our current customer base will begin to migrate from 1G products to 10G products, and longer term opportunities from Tier 1 operators seeking carrier class DPI solutions for their networks,” concluded Hadar.

As of September 30, 2007, Allot’s cash and cash equivalents, including short and long-term deposits and investments in marketable securities, totaled $77.8 million.

Financial Guidance

The Company maintains its previous guidance for the year 2007, and anticipates that net revenues will total approximately $32-35 million. 

Conference Call & Webcast

The Company’s management team plans to host its quarterly conference call and webcast on November 7, 2007 at 8:30 AM EDT to discuss the quarterly results.

To access the conference call, please dial one of the following numbers: US: 1-866-966-9446, International: +44-1452-567-098, conference ID 20246146.

A replay of the conference call will be available from 1:00 pm EDT on November 8, 2007 through December 7, 2007 at 11:59 pm EDT.

To access the replay, please dial in the US: 1-866-247-4222, International: +44-1452-550000. Access code for both is 20246146#.

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.

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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 Allot’s plans, objectives and expectations for future operations, including revenue guidance for the fiscal year; recognition of revenue for the Latin America order referred to above; and the performance characteristics of our Service Gateway, as well as the level of revenues to be generated therefrom. These forward-looking statements are based upon management’s current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. These factors include, but are not limited to: the impact of the introduction of 10GB products by us and by our competitors on the sale of our existing products; whether the commercial availability of our Service Gateway remains on schedule; the market’s acceptance of our Service Gateway; the length of sales cycles for the Service Gateway; the audit of our annual results; 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; loss of market; and those factors discussed under the heading “Risk Factors” in Allot’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 we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.


Investor Relations Contact:
Jay Kalish
Executive Director Investor Relations
International access code +972-9-761-9365
jkalish@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 Ended
September 30,

Nine Months Ended
September 30,

2007
2006
2007
2006
(Unaudited)
(Unaudited)
 
Revenues     $ 6,952   $ 8,854   $ 23,829   $ 24,577  
Cost of revenues    1,813    1,961    5,823    5,407  




 
Gross profit    5,139    6,893    18,006    19,170  




   
Operating expenses:  
Research and development, net    2,275    1,807    6,893    5,642  
Sales and marketing    4,311    3,617    13,071    10,859  
General and administrative    1,496    941    3,977    2,260  




Total operating expenses    8,082    6,365    23,941    18,761  
Operating income (loss)    (2,943 )  528    (5,935 )  409  
Financial and other income, net    1,158    46    2,940    229  




Income (loss) before income tax expenses    (1,785 )  574    (2,995 )  638  
   
Income tax expenses    389    69    205    75  




Net income (loss)    (2,174 )  505    (3,200 )  563  




   
Basic net earnings (loss) per share    $ (0.10 ) $ 0.04   $ (0.15 ) $ 0.04  




Diluted net earnings (loss) per share    $ (0.10 ) $ 0.03   $ (0.15 ) $ 0.04  




   
Weighted average number of shares  
 used in computing basic net  
 earnings (loss) per share    21,879,844    13,849,547    21,384,358    13,310,355  




   
Weighted average number of shares  
 used in computing diluted net  
 earnings (loss) per share    21,879,844    15,832,971    21,384,358    15,501,698  





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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 per share data)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2007
2006
2007
2006
(Unaudited)
(Unaudited)
 
GAAP net income (loss) as reported     $ (2,174 ) $ 505   $ (3,200 ) $ 563  




   
Non-GAAP adjustments  
Expenses recorded for stock-based compensation  
     Cost of revenues    12    5    35    8  
     Research and development costs, net    65    58    161    97  
     Sales and marketing    91    138    200    330  
     General and administrative    205    139    524    247  
Expenses related to a law suit  
     General and administrative    66    -    134    -  




Total adjustments    439    340    1,054    682  




   
Non-GAAP net income (loss)   $ (1,735 ) $ 845   $ (2,146 ) $ 1,245  




   
Non- GAAP basic net earnings (loss) per share    $ (0.08 ) $ 0.0 6 $ (0.10 ) $ 0.09  




Non-GAAP diluted net earnings (loss) per share    $ (0.08 ) $ 0.0 5 $ (0.10 ) $ 0.08  





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TABLE - 3
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)

September 30,
2007

December 31,
2006

(Unaudited)
 
ASSETS            
CURRENT ASSETS:  
Cash and cash equivalents   $ 21,442   $ 7,117  
Marketable securities and short term deposit    47,924    70,423  
Trade receivables    7,912    5,856  
Other receivables and prepaid expenses    3,694    1,961  
Inventories    4,455    3,337  


Total current assets    85,427    88,694  


   
LONG-TERM ASSETS:  
Marketable securities    8,350    5,750  
Severence pay fund    3,039    2,648  
Other assets    1,228    1,054  


Total long-term assets    12,617    9,452  


   
PROPERTY AND EQUIPMENT, NET    4,846    2,939  


GOODWILL    246    99  


Total assets   $ 103,136   $ 101,184  


   
LIABILITIES AND SHAREHOLDERS' EQUITY   
CURRENT LIABILITIES:  
Short-term bank credit and current maturities, net   $ -   $ 6  
Trade payables    3,359    4,415  
Deferred revenues    4,721    3,788  
Other payables and accrued expenses    5,869    4,833  


Total current liabilities    13,949    13,042  


   
LONG-TERM LIABILITIES:  
Deferred revenues    2,822    1,578  
Accrued severence pay    2,932    2,377  


Total long-term liabilities    5,754    3,955  


   
SHAREHOLDERS' EQUITY    83,433    84,187  


Total liabilities and shareholders' equity   $ 103,136   $ 101,184  



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