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 2009

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 11, 2009, Allot Communications Ltd. issued a press release announcing the quarterly results for the third quarter of 2009.

        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 11, 2009

2



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 11, 2009.

3



6-K

Exhibit 99.1

Allot Communications Reports Third Quarter 2009 Revenues of $10.8
Million

– Orders from recently announced Tier 1 mobile operator customer total $12.6
million to date –

Key highlights:

– Third quarter revenues totaled $10.8 million, representing an 8% increase over the second quarter of 2009

– Non-GAAP loss continues to decline, with third quarter non-GAAP net loss totaling $0.2 million, or $0.01 per basic and diluted share, from $0.4 million, or $0.02 per basic and diluted share, in the second quarter of 2009, and from $1.6 million, or $0.07 per basic and diluted share, in the third quarter of 2008

– As of September 30, 2009, cash, cash equivalents, deposits and investments in marketable securities totaled $52.8 million

– To date, total orders of $12.6 million received from a global Tier 1 mobile operator under a frame agreement

Hod Hasharon, ISRAEL – November 11, 2009 – Allot Communications Ltd. (NASDAQ: ALLT), a leader in IP service optimization solutions based on deep packet inspection (DPI) technology, today reported continued improvement in its quarterly results with the announcement of its financial results for the third quarter ended September 30, 2009.

Total revenues for the third quarter of 2009 reached $10.8 million, a 10% increase from the $9.8 million of revenues reported in the third quarter of 2008 and an 8% increase from the $10.0 million of revenues reported in the second quarter of 2009. On a GAAP basis, net loss for the third quarter of 2009 was $2.3 million, or $0.10 per share (basic and diluted). This compares with a net loss of $9.0 million, or $0.41 per share (basic and diluted), in the third quarter of 2008, and a net loss of $1.0 million, or $0.05 per share (basic and diluted), in the second quarter of 2009.

On a non-GAAP basis, excluding the impact of share-based compensation, auction-rate securities (ARS) devaluation, certain legal expenses and amortization of acquired core technology, net loss for the third quarter of 2009 totaled $0.2 million, or $0.01 per share (basic and diluted), as compared with a non-GAAP net loss of $1.6 million, or $0.07 per share (basic and diluted), for the third quarter of 2008 and a non-GAAP net loss of $0.4 million, or $0.02 per share (basic and diluted), for the second quarter of 2009. These non-GAAP measures should be considered in addition to, and not as a substitute for, comparable GAAP measures. A full reconciliation between GAAP and non-GAAP net loss is provided in the accompanying Table 2. 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.



“Allot’s growth continues to be driven primarily from its leadership position in the mobile market,” commented Allot President and CEO Rami Hadar. “Since we initially announced the frame agreement with a Tier 1 mobile operator customer earlier in the quarter, we received an additional $7.6 million in orders, bringing total orders from this customer to approximately $12.6 million to date. Our ability to provide a solution that enables mobile operators to meet the rapidly increasing demand for data services, coupled with our expertise in implementing complex, large scale projects have been key factors for Allot’s success in this market.

“During the quarter we began receiving orders for the two newest members of our wide range of product offerings. The new Sigma, our next generation service gateway platform, offers higher throughput and full flexibility in introducing revenue generating services to subscribers. The AC-5000 provides an optimal solution for bandwidth maximization and managed services for both large enterprise and small service providers,” concluded Hadar.

Recently, the Company achieved the following significant goals:

Successfully implemented the first phase of the large Tier 1 mobile operator deployment;

Received approximately $7.6 million in follow-on orders to date for next phase of Tier 1 project;

Received initial orders for its new Sigma and AC-5000 products; and

During the quarter, concluded 11 large deals with service providers, of which 2 represented new customers and 9 represented expansion deals.

As of September 30, 2009, cash, cash equivalents, deposits and investments in marketable securities totaled $52.8 million. Recent external valuations showed a major decrease in value of one ARS in the Company’s portfolio as of the end of the third quarter. Other ARS valuations, showed only a slight increase or decrease in value. As a result, the Company recorded a net impairment charge of $1.4 million in its statement of operations on a GAAP basis, in respect of ARS, the devaluation of which is considered “other than temporary”, and an unrealized net loss of $0.2 million to other comprehensive income in its shareholders’ equity, leaving the Company with a total book value of $13.8 million in ARS at the end of the quarter. To date, all ARS are current on their respective interest payments.

2



Conference Call & Webcast

The Allot management team will host a conference call to discuss its third quarter 2009 earnings results today at 8:30 AM EST, 3:30 PM Israel time.

To access the conference call, please dial one of the following numbers: US: 1-866-966-5335, International: +44-20-3003-2666, Israel: 1-809-216-213.

A replay of the conference call will be available from 12:01 am EST on November 12, 2009 through December 12, 2009 at 11:59 pm EST. To access the replay, please dial: +44-20-8196-1998, access code: 650204#.

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: 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.

3



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: changes in general economic and business conditions and, specifically, a decline in demand for the Company’s products; 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.


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

4



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,

2009
2008
2009
2008
(Unaudited)
(Unaudited)
 
Revenues     $ 10,843   $ 9,819   $ 30,221   $ 27,539  
Cost of revenues    2,977    2,618    8,287    7,248  




   
Gross profit    7,866    7,201    21,934    20,291  




   
Operating expenses:  
Research and development costs, net    2,350    2,889    6,857    9,109  
Sales and marketing    5,302    4,751    14,559    15,271  
General and administrative    1,311    1,702    4,170    4,811  
In - process research and development    -    -    -    244  




Total Operating expenses    8,963    9,342    25,586    29,435  
Operating loss    (1,097 )  (2,141 )  (3,652 )  (9,144 )
Financial and other expenses, net    (1,151 )  (6,788 )  (2,363 )  (8,247 )




Loss before income tax expenses    (2,248 )  (8,929 )  (6,015 )  (17,391 )
   
Income tax expenses    21    36    137    137  




Net loss    (2,269 )  (8,965 )  (6,152 )  (17,528 )




   
Basic and diluted net loss per share    $ (0.10 ) $ (0.41 ) $ (0.28 ) $ (0.79 )




   
Weighted average number of shares  
used in computing basic and diluted net  
loss per share    22,214,563    22,063,367    22,118,241    22,049,750  





5



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,

2009
2008
2009
2008
(Unaudited)
(Unaudited)
 
 GAAP net loss as reported     $ (2,269 ) $ (8,965 ) $ (6,152 ) $ (17,528 )




   
Non-GAAP adjustments  
Expenses recorded for stock-based compensation  
                  Cost of revenues    33    11    86    41  
                  Research and development costs, net    87    84    265    240  
                  Sales and marketing    254    112    560    402  
                  General and administrative    231    216    810    637  
In-process research and development    -    -    -    244  
Expenses related to a law suit    -    151    -    197  
Core technology amortization- cost of revenues    31    30    89    88  




Total adjustments to operating loss    636    604    1,810    1,849  
Impairment of auction rate securities  
                  Financial and other expenses, net    1,448    6,771    3,023    10,206  




Total adjustments    2,084    7,375    4,833    12,055  




   
 Non-GAAP net loss   $ (185 ) $ (1,590 ) $ (1,319 ) $ (5,473 )




   
Non- GAAP basic and diluted net loss per share    $ (0.01 ) $ (0.07 ) $ (0.06 ) $ (0.25 )





6



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

September 30,
2009

December 31,
2008

(Unudited)
(Audited)
 
ASSETS            
CURRENT ASSETS:  
Cash and cash equivalents   $ 36,667   $ 40,029  
Short term deposits and restricted deposits    2,320    2,121  
Trade receivables    7,992    6,163  
Other receivables and prepaid expenses    2,619    1,959  
Inventories    5,633    4,259  


Total current assets    55,231    54,531  


   
LONG-TERM ASSETS:  
Marketable securities    13,764    15,319  
Severance pay fund    3,407    3,402  
Other assets    421    874  


Total long-term assets    17,592    19,595  


   
PROPERTY AND EQUIPMENT, NET    5,192    4,970  


GOODWILL AND INTANGIBLE ASSETS, NET    3,667    3,755  


   
Total assets   $ 81,682   $ 82,851  


   
LIABILITIES AND SHAREHOLDERS' EQUITY   
CURRENT LIABILITIES:  
Trade payables   $ 3,901   $ 2,902  
Deferred revenues    5,217    4,475  
Other payables and accrued expenses    6,277    6,466  


Total current liabilities    15,395    13,843  


   
LONG-TERM LIABILITIES:  
Deferred revenues    2,046    2,293  
Accrued severance pay    3,410    3,536  


Total long-term liabilities    5,456    5,829  


   
SHAREHOLDERS' EQUITY    60,831    63,179  


   
Total liabilities and shareholders' equity   $ 81,682   $ 82,851  



7