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TMCNet:  ARUBA NETWORKS, INC. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

[March 08, 2012]

ARUBA NETWORKS, INC. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

(Edgar Glimpses Via Acquire Media NewsEdge) In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, among other things, statements concerning our expectations: • that revenues from our indirect channels will continue to constitute a significant majority of our future revenues; • that our product offerings will enable broader networking initiatives by both our current and potential customers; • that international revenues will increase in absolute dollars and remain consistent or increase as a percentage of total revenues in fiscal 2012 compared to fiscal 2011; • that we will continue to hire employees throughout the company; • that we will continue to invest significantly in our research and development efforts; • that research and development expenses for fiscal 2012 will increase on an absolute dollar basis and decrease as a percentage of revenue compared to fiscal 2011; • regarding continued momentum in our rightsizing initiative; • that sales and marketing expenses for fiscal 2012 will continue to be our most significant operating expense and will increase on an absolute dollar basis and decrease as a percentage of revenue compared to fiscal 2011; • that general and administrative expenses for fiscal 2012 will increase on an absolute dollar basis and decrease as a percentage of revenue compared to fiscal 2011; • that ratable product and related professional services and support revenues will decrease in absolute dollars and as a percentage of total revenues in future periods; • that, as we expand internationally, we may incur additional costs to conform our products to comply with local laws and product specifications, and we plan to continue to hire additional personnel to support our growing international customer base; • regarding the sufficiency of our existing cash, cash equivalents, short-term investments and cash generated from operations; and • that we will increase our market penetration and extend our geographic reach through our network of channel partners, as well as other statements regarding our future operations, financial condition, prospects and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report, and in particular, the risks discussed under the heading "Risk Factors" in Part II, Item 1A of this report and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

The following discussion and analysis of our financial condition and results of operations should be read together with our Consolidated Financial Statements and related notes included elsewhere in this report.

Overview We are a global leader in distributed enterprise networks that securely connect local and remote users to corporate IT resources. Our award-winning portfolio of campus, branch office, teleworker, and mobile solutions simplify operations and provide secure access to all corporate applications and services - regardless of a user's device, location, or network. The result is improved productivity and lower capital and operating costs.

Our product portfolio encompasses: industry-leading high-speed 802.11a/b/g/n WLANs, Virtual Branching Networking solutions for branch offices and teleworkers, network operations tools, including spectrum analyzers, wireless intrusion prevention systems, and the AirWave Wireless Management Suite for managing wired, wireless, and mobile device networks. Our MOVE architecture integrates wireless, wired and remote silos into one cohesive access solution enabled by cloud based mobility services. Access privileges are context aware, meaning they are based on user, device, application and location, and this dictates the type of network resources each person is entitled to access. These products are key to our network rightsizing initiative which allows companies to move toward a low-cost IT infrastructure solution by funding wireless projects rather than wired LANs.

18 -------------------------------------------------------------------------------- Our products have been sold to over 19,000 customers worldwide (not including customers of Alcatel-Lucent), including some of the largest and most complex global organizations. We have implemented a two-tier distribution model in most areas of the world, including the United States, with value added distributors ("VADs") and original equipment manufacturers ("OEM's") selling our portfolio of products, including a variety of our support services, to a diverse number of value added resellers ("VARs"). Our focus continues to be management of our channel including selection and growth of high prospect partners, activation of our VARs and VADs through active training and field collaboration, and evolution of our channel programs in consultation with our partners.

Major Trends Affecting Our Financial Results Worldwide Economic Conditions Our business depends on the overall demand for IT spending and on the economic health and general willingness of our current and prospective customers to make capital commitments. If the conditions in the U.S. and global economic environment remain uncertain or continue to be volatile, or if they deteriorate further, our business, operating results, and financial condition may be materially adversely affected. Economic weakness, customer financial difficulties and constrained spending on IT initiatives have resulted, and may in the future result, in challenging and delayed sales cycles and could negatively impact our ability to forecast future periods. In particular, we cannot be assured of the level of IT spending, the deterioration of which could have a material adverse effect on our results of operations and growth rates.

Revenues Our ability to increase our product revenues will depend significantly on continued growth in the market for enterprise mobility and remote networking solutions, continued acceptance of our products in the marketplace, our ability to continue to attract new customers, our ability to compete, the willingness of customers to displace wired networks with wireless LANs, and our ability to continue to sell into our installed base of existing customers. Our growth in support revenues is dependent upon increasing the number of products under support contracts, which is dependent on both growing our installed base of customers and renewing existing support contracts. Our future profitability and rate of growth, if any, will also be directly affected by the timing and size of orders, product and channel mix, average selling prices, costs of our products, our ability to effectively implement and generate incremental business from our two-tier distribution model, general economic conditions, and the extent to which we invest in our sales and marketing, research and development, and general and administrative resources.

The revenue growth that we have experienced has been driven primarily by an expansion of our customer base coupled with increased purchases from existing customers. We believe the growth we have experienced is the result of business enterprises and other organizations needing to provide secure mobility to their users in a manner that we believe is more cost effective than the traditional approach of using port-centric networks. We believe that our product offerings will enable broader networking initiatives by both our current and potential customers in the future. Each quarter, our ability to meet our product revenue expectations is dependent upon (1) new orders received, shipped, and recognized in a given quarter, (2) the amount of orders booked but not shipped in prior quarters that are shipped and revenue recognized in the current quarter, and (3) the amount of deferred revenue entering a given quarter that can be recognized as revenue in that quarter. Our product deferred revenue is comprised of: • product orders that have shipped but where the terms of the agreement, typically with our large customers, contain acceptance terms and conditions or other terms that require that the revenue be deferred until all revenue recognition criteria are met; and • product orders shipped to our VADs and OEMs for which we have not yet received persuasive evidence from the VADs or OEMs of a sale to an end customer.

We typically ship products within a reasonable time period after the receipt of an order.

Costs and Expenses Operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel-related costs are the most significant component of each these categories. Personnel-related costs consist of salaries, benefits and incentive compensation for our employees, including commissions for sales personnel and stock-based compensation for all employees.

Our total headcount increased to 1,193 at January 31, 2012 from 1,137 at October 31, 2011 and 1,057 at July 31, 2011. The increase in employees was the most significant driver behind the increase in costs and operating expenses in the second quarter and first six months of fiscal 2012. Going forward, we expect to continue to hire employees throughout the company to support our growth.

Acquisition of Avenda Systems On November 30, 2011, we completed our acquisition of Avenda Systems ("Avenda").

The total purchase price was $33.1 million, net of cash acquired. The purchase price includes $20.5 million in cash, $12.0 million in common stock and an additional $3.0 million in incremental cash payments made after the close date to Avenda's former employees who became Aruba's employees. As part of the acquisition, we recorded $13.1 million of intangible assets and $23.6 million of goodwill.

19 -------------------------------------------------------------------------------- Revenues, Cost of Revenues and Operating Expenses Revenues We derive our revenues from sales of our ArubaOS operating system, controllers, wireless access points, switches, application software modules, multi-vendor management solution software, and professional services and support.

Professional services revenues consist of consulting and training services.

Consulting services primarily consist of installation support services. Training services are instructor led courses on the use of our products. Support services typically consist of software updates, on a when-and-if available basis, telephone and internet access to technical support personnel and hardware support. We provide customers with rights to unspecified software product upgrades and to maintenance releases and patches released during the term of the support period.

We sell our products directly through our sales force and indirectly through VADs, VARs, and OEMs. We expect revenues from indirect channels to continue to constitute a significant majority of our future revenues.

We sell our products to channel partners and end customers located in the Americas, Europe, the Middle East, Africa and Asia Pacific. We continue to expand into international locations and introduce our products in new markets, and we expect international revenues to increase in absolute dollars and remain consistent or increase as a percentage of total revenues in fiscal 2012 compared to fiscal 2011. For more information about our international revenues, see Note 12 of the Notes to Consolidated Financial Statements.

Cost of Revenues Cost of product revenues consists primarily of manufacturing costs for our products, shipping and logistics costs, and expenses for inventory obsolescence and warranty obligations. We utilize third parties to manufacture our products and perform shipping logistics. We have outsourced the substantial majority of our manufacturing, repair and supply chain operations. Accordingly, the substantial majority of our cost of revenues consists of payments to our contract manufacturers. Our contractor manufacturers produce our products in China and Singapore using quality assurance programs and standards that we jointly established. Manufacturing, engineering and documentation controls are conducted at our facilities in Sunnyvale, California, Bangalore, India and Beijing, China. Cost of product revenues also includes amortization expense from our purchased intangible assets.

Cost of professional services and support revenues is primarily comprised of personnel costs, including stock-based compensation, of providing technical support, including personnel costs associated with our internal support organization. In addition, we engage a third-party support vendor to complement our internal support resources, the costs of which are included within costs of professional services and support revenues.

Gross Margin Our gross margin has been, and will continue to be, affected by a variety of factors, including: • the proportion of our products that are sold through direct versus indirect channels; • product mix and average selling prices, in particular the mix between our software solutions, access points and mobility controllers; • new product introductions, such as our MOVE architecture and our outdoor mesh network products, and product enhancements made by us as well as those made by our competitors; • pressure to discount our products in response to our competitor's discounting practices; • mix of revenue attributed to various geographic regions; • demand for our products and services; • our ability to attain volume manufacturing pricing from our contract manufacturers and our component suppliers; • losses associated with excess and obsolete inventory; • growth in our headcount and other related costs incurred in our customer support organization; • costs associated with manufacturing overhead; • our ability to manage freight costs; and • amortization expense from our purchased intangible assets.

20 -------------------------------------------------------------------------------- Due to higher net effective discounts for products sold through our indirect channel, our overall gross margins for indirect channel sales are typically lower than those associated with direct sales. We expect product revenues from our indirect channel to continue to constitute a significant majority of our total revenues, which, by itself, negatively impacts our gross margins.

Research and Development Expenses Research and development expenses primarily consist of personnel costs and facilities costs. We expense research and development expenses as incurred. We are devoting substantial resources to the continued development of additional functionality for existing products and the development of new products. We intend to continue to invest significantly in our research and development efforts because we believe it is essential to maintaining our competitive position. For fiscal 2012, we expect research and development expenses to increase on an absolute dollar basis and decrease as a percentage of revenue compared to fiscal 2011.

Sales and Marketing Expenses Sales and marketing expenses represent the largest component of our operating expenses and primarily consist of personnel costs, sales commissions, marketing programs and facilities costs. A portion of our amortization expense related to our purchased intangible assets is also included in sales and marketing expenses. Marketing programs are intended to generate revenue from new and existing customers and are expensed as incurred. We plan to continue to invest strategically in sales and marketing with the intent to add new customers and increase penetration within our existing customer base, expand our domestic and international sales and marketing activities, build brand awareness and sponsor additional marketing events. We expect future sales and marketing expenses to continue to be our most significant operating expense. Generally, sales personnel are not immediately productive, and thus, the increase in sales and marketing expenses that we experience as we hire additional sales personnel is not expected to immediately result in increased revenues. As a result, these expenses will reduce our operating margins until such sales personnel become productive and generate revenue. Accordingly, the timing of sales personnel hiring and the rate at which they become productive will affect our future performance. For fiscal 2012, we expect sales and marketing expenses to increase on an absolute dollar basis and decrease as a percentage of revenue compared to fiscal 2011.

General and Administrative Expenses General and administrative expenses primarily consist of personnel and facilities costs related to our executive, finance, human resource, information technology and legal organizations, as well as insurance, investor relations, and IT infrastructure costs related to our enterprise resource planning ("ERP") system. Further, our general and administrative expenses include professional services consisting of outside legal, audit, Sarbanes-Oxley and IT consulting costs. We have incurred in the past, and may continue to incur, significant legal costs defending ourselves against claims made by third parties. These expenses are expected to continue as part of our ongoing operations and depending on the timing and outcome of lawsuits and the legal process, could have a significant impact on our financial statements. For fiscal 2012, we expect general and administrative expenses to increase on an absolute dollar basis and decrease as a percentage of revenue compared to fiscal 2011.

Other Income (Expense), net Other income (expense), net includes interest income on cash balances, accretion of discount or amortization of premium on short-term investments, losses or gains on remeasurement of non-U.S. dollar transactions into U.S. dollars, and in connection with our acquisition of Azalea Networks ("Azalea") in September 2010, changes in the fair value of our contingent rights liability.

Critical Accounting Policies Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP.

These accounting principles require us to make estimates and judgments that affect the reported amounts of assets and liabilities as of the date of the Consolidated Financial Statements, as well as the reported amounts of revenues and expenses during the periods presented. We believe that the estimates and judgments upon which we rely are reasonable based on information available to us at the time that these estimates and judgments are made. To the extent there are material differences between these estimates and actual results, our Consolidated Financial Statements will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include revenue recognition, stock-based compensation, inventory valuation, allowances for doubtful accounts, income taxes, and goodwill and purchased intangible assets. Our critical accounting policies are disclosed in our Form 10-K for the year ended July 31, 2011. There were no material changes to our critical accounting policies during the second quarter of fiscal 2012.

21 -------------------------------------------------------------------------------- Results of Operations The following table presents our historical operating results as a percentage of revenues for the periods indicated: September 30, September 30, September 30, September 30, Three months ended January 31, Six months ended January 31, 2012 2011 2012 2011 Revenues: Product 83.9% 84.3% 84.3% 83.8% Professional services and support 15.9% 15.5% 15.6% 16.0% Ratable product and related professional services and support 0.2% 0.2% 0.1% 0.2% Total revenues 100.0% 100.0% 100.0% 100.0% Cost of revenues: Product 24.1% 25.7% 25.5% 26.1% Professional services and support 4.0% 3.8% 3.9% 3.7% Ratable product and related professional services and support 0.0% 0.0% 0.0% 0.0% Gross margin 71.9% 70.5% 70.6% 70.2% Operating expenses: Research and development 22.1% 23.0% 21.3% 21.9% Sales and marketing 39.4% 39.4% 38.8% 39.7% General and administrative 10.0% 10.9% 9.7% 9.8% Total operating expenses 71.5% 73.3% 69.8% 71.4% Operating margin 0.4% (2.8%) 0.8% (1.2%) Other income (expense), net Interest income 0.2% 0.3% 0.2% 0.3% Other income (expense), net 2.2% (0.1%) 1.5% 0.9% Income (loss) before provision for income taxes 2.8% (2.6%) 2.5% 0.0% Provision for income taxes 11.8% 0.4% 7.3% 0.4% Net loss (9.0%) (3.0%) (4.8%) (0.4%) 22 -------------------------------------------------------------------------------- Revenues The following table presents our revenues, by revenue source, for the periods presented: Three months ended January 31, Six months ended January 31, 2012 2011 2012 2011 (dollars in thousands) (dollars in thousands)Total revenues $ 126,275 $ 93,858 $ 245,627 $ 177,005 Type of revenues: Product $ 105,970 $ 79,100 $ 207,101 $ 148,304 Professional services and support 20,091 14,602 38,175 28,402 Ratable product and related professional services and support 214 156 351 299 Total revenues $ 126,275 $ 93,858 $ 245,627 $ 177,005 % revenues by type: Product 83.9 % 84.3 % 84.3 % 83.8 % Professional services and support 15.9 % 15.5 % 15.6 % 16.0 % Ratable product and related professional services and support 0.2 % 0.2 % 0.1 % 0.2 % Revenues by geography: United States $ 76,728 $ 60,387 $ 157,647 $ 112,139 Europe, the Middle East and Africa 24,550 15,704 42,649 28,857 Asia Pacific 21,116 15,168 38,716 29,674 Rest of World 3,881 2,599 6,615 6,335 Total revenues $ 126,275 $ 93,858 $ 245,627 $ 177,005 % revenues by geography: United States 60.8 % 64.3 % 64.2 % 63.3 % Europe, the Middle East and Africa 19.4 % 16.7 % 17.4 % 16.3 % Asia Pacific 16.7 % 16.2 % 15.7 % 16.8 % Rest of World 3.1 % 2.8 % 2.7 % 3.6 % Total revenues by sales channel: Indirect $ 111,290 $ 87,598 $ 226,444 $ 162,110 Direct 14,985 6,260 19,183 14,895 Total revenues $ 126,275 $ 93,858 $ 245,627 $ 177,005 % revenues by sales channel: Indirect 88.1 % 93.3 % 92.2 % 91.6 % Direct 11.9 % 6.7 % 7.8 % 8.4 % During the second quarter of fiscal 2012, total revenues increased $32.4 million, or 34.5%, over the second quarter of fiscal 2011. An increase in product revenues of 34.0% during the second quarter of fiscal 2012 compared to the second quarter of fiscal 2011 drove the overall increase in total revenues.

During the first six months of fiscal 2012, total revenues increased $68.6 million compared to the first six months of fiscal 2011, also driven by an increase in product revenues of $58.8 million over the same period.

The rapid proliferation of Wi-Fi enabled mobile devices, the increase in demand for multimedia-rich mobility applications, and the rise of both server and desktop virtualization is driving the increase in demand for our products. Our network rightsizing and MOVE architecture initiatives continue to gain momentum as companies move toward a new access network. Revenues in our key verticals increased, especially in our general enterprise business. Further our AirWave and Amigopod software solutions contributed to the increase in revenues. We added over 1,500 new customers during the second quarter of fiscal 2012 and over 3,000 during the first six months of fiscal 2012. Our cumulative customer total is over 19,000.

Professional services and support revenues increased 37.6% during the second quarter of fiscal 2012 compared to the same period in fiscal 2011, and 34.4% during the first six months of fiscal 2012 compared to the same period in fiscal 2011. This increase is primarily a result of both increased product and first year support sales, and the renewal of support contracts by existing customers as our customer base continues to grow.

Ratable product and related professional services and support revenues relate entirely to our acquisition of Azalea in fiscal year 2011. We expect ratable product and related professional services and support revenues to continue to decrease in absolute dollars and as a percentage of total revenues in future periods.

23 -------------------------------------------------------------------------------- Revenues from our indirect sales channel increased during the second quarter of fiscal 2012 compared to the second quarter of fiscal 2011 but decreased as a percentage of revenue as we recognized revenue for a few large, direct customers during this quarter which lowered the percentage of revenue attributed to indirect customers as a percentage of total revenues. During the first six months of fiscal 2012, the percentage of revenue from our indirect customers increased slightly from the first six months of fiscal 2011 and was in our normal range. Going forward, we expect to continue to derive a significant majority of our total revenues from indirect channels as we continue to focus on improving the efficiency of marketing and selling our products through these channels.

Revenues from shipments to locations outside the United States increased during the second quarter and first six months of fiscal 2012 compared to the same periods of fiscal 2011 due to strong demand across most of our geographies. As a percentage of total revenue, international revenues increased during the second quarter of fiscal 2012 compared to the same period in fiscal 2011 primarily due to strong growth in Europe. During the first six months of fiscal 2012, international revenues as a percentage of total revenues decreased slightly as revenues from the U.S. grew at a faster rate than international revenues. We continue to expand into international locations and introduce our products in new markets, and we expect international revenues to increase in absolute dollars and remain consistent or increase as a percentage of total revenues in fiscal 2012 compared to fiscal 2011.

Cost of Revenues and Gross Margin Three months ended January 31, Six months ended January 31, 2012 2011 2012 2011 (dollars in thousands) (dollars in thousands)Total revenues $ 126,275 $ 93,858 $ 245,627 $ 177,005 Cost of product $ 30,452 $ 24,173 $ 62,521 $ 46,236 Cost of professional services and support 5,030 3,542 9,576 6,448 Cost of ratable product and related professional services and support - - - 9 Total cost of revenues 35,482 27,715 72,097 52,693 Gross profit $ 90,793 $ 66,143 $ 173,530 $ 124,312 Gross margin 71.9 % 70.5 % 70.6 % 70.2 % During the second quarter and first six months of fiscal 2012, total cost of revenues increased 28.0% and 36.8%, respectively, compared to the same periods in fiscal 2011. These increases were primarily due to the corresponding increase in our product revenue. The substantial majority of our cost of product revenues consists of payments to our contract manufacturers.

Cost of professional services and support revenues increased 42.0% and 48.5% during the second quarter and first six months of fiscal 2012, respectively, compared to the same periods in fiscal 2011. These increases were primarily due to an increase in headcount in our support and professional services organization to meet the growing demand for these services.

As we expand internationally, we may incur additional costs to conform our products to comply with local laws or local product specifications. In addition, we plan to continue to hire additional personnel to support our growing international customer base which would increase our cost of professional services and support.

Gross margins increased 1.4% during the second quarter of fiscal 2012 compared to the second quarter of fiscal 2011. This increase is primarily due to strong software sales, improved access point gross margins, and our ratio of direct to indirect sales. During the first six months of fiscal 2012, gross margin was consistent with our results from the first six months of fiscal 2011.

Research and Development Expenses Three months ended January 31, Six months ended January 31, 2012 2011 2012 2011 (dollars in thousands) (dollars in thousands) Research and development expenses $ 27,926 $ 21,608 $ 52,393 $ 38,722 Percent of total revenues 22.1 % 23.0 % 21.3 % 21.9 % During the second quarter of fiscal 2012, research and development expenses increased 29.2% compared to the second quarter of fiscal 2011, primarily due to an increase of $4.5 million in personnel and related costs, including an increase in stock-based compensation and payroll taxes of $2.1 million. The increase is directly related to an increase in headcount of 95 employees.

Facilities and IT-related expenses increased $0.6 million also primarily due to the increase in headcount. Expenses for consulting and outside agency expenses increased $0.5 million 24 -------------------------------------------------------------------------------- primarily due to costs associated with our product development effort.

Depreciation expenses increased $0.2 million as we continue to purchase tooling and equipment to support our research and development efforts. Amortization expense increased $0.3 million primarily as a result of our acquisition of Avenda in November 2011.

During the first six months of fiscal 2012, research and development expenses increased 35.3% compared to the first six months of fiscal 2011. As the result of the increase in headcount, personnel and related costs increased $11.7 million, including an increase in stock-based compensation and payroll taxes of $5.7 million. Facilities and IT-related expenses increased $1.3 million also primarily due to the increase in headcount. Depreciation expense increased $0.4 million while amortization expense increased $0.3 million due to our acquisition of Avenda. Costs related to internal equipment testing increased $0.2 million to support our research and development efforts. These increases were partially offset by a decrease in consulting and outside agency expenses of $0.4 million primarily due to design and compliance work related to our 11n access points and controllers that we incurred in the first six months of fiscal 2011 but did not repeat in the first six months of fiscal 2012.

Sales and Marketing Expenses Three months ended January 31, Six months ended January 31, 2012 2011 2012 2011 (dollars in thousands) (dollars in thousands)Sales and marketing expenses $ 49,720 $ 36,936 $ 95,335 $ 70,350 Percent of total revenues 39.4 % 39.4 % 38.8 % 39.7 % During the second quarter of fiscal 2012, sales and marketing expenses increased 34.6% compared to the second quarter of fiscal 2011. Personnel and related costs increased $8.3 million primarily due to an increase in headcount of 121 employees. An increase in stock-based compensation and payroll taxes of $3.8 million contributed to the increase in personnel and related costs.

Facilities and IT-related expenses increased $0.7 million primarily due to the increase in headcount. Commission expense increased $2.7 million corresponding to the increase in revenue. Marketing expenses increased $0.7 million due to field marketing efforts and product launches. Finally, amortization expense increased $0.4 million primarily as a result of our acquisition of Avenda.

During the first six months of fiscal 2012, sales and marketing expenses increased 35.5% compare to the first six months of fiscal 2011 primarily due to an increase in headcount. Personnel and related costs increased $15.6 million, including an increase of $6.7 million in stock-based compensation and payroll taxes. The increase in headcount also drove the increase in facilities and IT-related expenses of $1.4 million. Commission expense increased $5.5 million primarily due to our increase in revenues, and marketing expenses increased $2.0 million primarily due to product launches Amortization expense increased $0.5 million as a result of our acquisition of Avenda.

General and Administrative Expenses Three months ended January 31, Six months ended January 31, 2012 2011 2012 2011 (dollars in thousands) (dollars in thousands) General and administrative expenses $ 12,698 $ 10,183 $ 23,798 $ 17,371 Percent of total revenues 10.0 % 10.9 % 9.7 % 9.8 % General and administrative expenses during the second quarter of fiscal 2012 increased 24.7% compared to the second quarter of fiscal 2011. Personnel expenses increased $0.7 million primarily due to the increase in headcount of 32 employees. Facilities and IT-related expenses increased $0.3 million also primarily due to the increase in headcount. Legal fees increased $1.0 million and operating costs related to our foreign operations increased $0.2 million as we expanded internationally. Fees for outside services increased $0.3 million due to an increase in training costs and other compliance-related costs.

General and administrative expenses during the first six months of fiscal 2012 increased 37.0% compared to the first six months of fiscal 2011. Personnel expenses increased $3.1 million primarily due to the increase in headcount and an increase in stock-based compensation and payroll taxes of $0.4 million. Legal fees increased $1.6 million while operating costs related to our foreign operations increased $0.4 million as we expanded internationally. Depreciation expense increased $0.6 million and insurance costs increased $0.3 million. Fees for outside services increased $0.7 million due to an increase in training costs and other compliance-related costs. These increases were partially offset by a decrease in facilities and IT-related expenses of $0.5 million as we began allocating these expenses based on headcount in some of our international subsidiaries.

25 -------------------------------------------------------------------------------- Other Income (Expense), Net Three months ended January 31, Six months ended January 31, 2012 2011 2012 2011 (in thousands) (in thousands)Interest income $ 299 $ 240 $ 575 $ 474 Other income (expense), net 2,731 (61 ) 3,558 1,583 Total other income (expense), net $ 3,030 $ 179 $ 4,133 $ 2,057 Interest income increased slightly during the second quarter and first six months of fiscal 2012 compared to the second quarter and first six months of fiscal 2011. The increase is primarily due to higher cash and investment balances in interest-earning accounts. Our average interest-earning cash and investment balance for the second quarter of fiscal 2012 was $220.2 million compared to $143.4 million for the second quarter of fiscal 2011. Our average interest-earning cash and investment balance for the first six months of fiscal 2012 was $200.1 million compared to $141.8 million for the first six months of fiscal 2011.

Other income (expense), net increased during the second quarter and first six months of fiscal 2012 compared to the second quarter and first six months of fiscal 2011 primarily as a result of the change in the valuation of our contingent rights liability related to the acquisition of Azalea. The change in valuation resulted in $2.3 million and $3.2 million of other income for the second quarter and first six months of fiscal 2012, respectively. The change in valuation resulted in $0.3 million and $2.1 million of other income for the second quarter and first six months of fiscal 2011, respectively. See Note 2 of the Notes to Consolidated Financial Statements for further discussion.

Provision for Income Taxes The provision for income taxes for the second quarter and first six months of fiscal 2012 was $14.9 million and $18.0 million, respectively. Our income tax provision consists of federal, foreign and state income taxes. Our effective tax rate was 427.2% and 293.1% during those periods. During the second quarter and first six months of fiscal 2011, we generated operating losses. We also generated book and taxable income in U.S. and certain foreign jurisdictions for the same periods, without consideration of windfall tax benefits. Our provision for income taxes was $0.4 million and $0.6 million for the second quarter and first six months of fiscal 2011, respectively.

Our effective tax rate differs from the federal statutory rate due to state taxes and significant permanent differences primarily from taxes in foreign jurisdictions with a tax rate different than the U.S. federal statutory rate, stock-based compensation expense, R&D credits, certain acquisition related items, the amortization of deferred tax charges related to our intercompany sale of intellectual property rights. In addition, prior to the fourth quarter of fiscal 2011 we maintained a full valuation allowance against our net deferred tax assets. In the fourth quarter of fiscal 2011 we recorded a tax benefit of $72.8 million which was largely attributed to the release of our valuation allowances and the recording of the associated net deferred tax assets on our Consolidated Balance Sheets. During the first six months of fiscal 2012, we utilized a portion of our net operating loss ("NOL") carry forwards and R&D credits and recorded the associated change in net deferred tax assets on our Consolidated Balance Sheets.

We also recorded a deferred charge during the first and second quarters of fiscal 2012 related to the deferral of income tax expense on intercompany profits that resulted from the sale of our intellectual property rights outside of North and South America to our Irish subsidiary. The deferred charge is included in the prepaids and other current assets and the other assets lines of the Consolidated Balance Sheets. As of January 31, 2012, the balance in the prepaids and other current assets was $2.3 million, and $16.0 million in other assets. The deferred charge will be amortized as a component of income tax expense over the 3 to 5 year economic life of the intellectual property.

Our effective tax rate for the second quarter and first six months of fiscal 2012 is higher when compared to the same periods in fiscal 2011 primarily due to material taxable income related to the intercompany sale of intellectual property rights during fiscal 2012. The effective tax rate for the second quarter of fiscal 2012 is higher than the effective tax rate for the first six months of fiscal 2012 due to a consistently forecasted tax provision relative to a reduced pre-tax income forecast compared to the first quarter of fiscal 2012.

Our effective tax rate in fiscal 2012 and in future periods may fluctuate on a quarterly basis. The effective tax rate could be affected by such things as the geographic distribution of our worldwide earnings or losses, our stock-based compensation expense, changes in the valuation of our deferred tax assets, changes in actual results versus our estimates, or changes in tax laws, regulations, accounting principles, or interpretations thereof.

As of July 31, 2011, we had NOL carryforwards of $230.0 million and $156.1 million for federal and state income tax purposes, respectively. We also had research and credit carryforwards of $17.4 million for federal and $18.2 million for state income tax purposes as of July 31, 2011. During the second quarter and first six months of fiscal 2012 we utilized federal income tax NOL carryforwards of $8.3 million and $89.2 million, respectively. During the second quarter and first six months of fiscal 2012 we utilized state income tax NOL carryforwards of $1.9 million and $39.0, respectively. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain.

26 -------------------------------------------------------------------------------- If not utilized, the federal and state NOL and federal tax credit carryforwards will begin to expire between 2013 and 2023. Utilization of these NOL and credit carryforwards may be subject to an annual limitation due to provisions of the Internal Revenue Code of 1986, as amended, that are applicable if we have experienced an "ownership change" in the past, or if an ownership change occurs in the future.

We recognize in the Consolidated Financial Statements only those tax positions determined to be more likely than not of being sustained. We recorded a net increase to the liability for unrecognized tax benefits as long-term taxes payable related to tax positions taken in the current period of $0.1 million and $0.3 million for the second quarter and first six months of fiscal 2012, respectively.

Liquidity and Capital Resources January 31, July 31, 2012 2011 (in thousands) Working capital $ 289,115 $ 269,900 Cash and cash equivalents 64,425 80,773 Short-term investments $ 211,398 $ 153,185 Six months ended January 31, 2012 2011 (in thousands) Cash provided by operating activities $ 42,384 $ 25,531 Cash used in investing activities (85,358 ) (23,898 ) Cash provided by financing activities $ 27,266 $ 16,369 As of January 31, 2012, our principal sources of liquidity were our cash, cash equivalents and short-term investments. Cash and cash equivalents are primarily comprised of cash, sweep funds and money market funds with an original maturity of 90 days or less at the time of the purchase. Short-term investments include corporate bonds, U.S. government agency securities, U.S. treasury bills, commercial paper, and certificates of deposit. Cash, cash equivalents and short-term investments increased $41.9 million during the second quarter of fiscal 2012 to $275.8 million as of January 31, 2012.

Cash Flows from Operating Activities Our cash flows from operating activities will continue to be affected principally by our profitability, working capital requirements, the continued growth in revenue and cash collections and the extent to which we increase spending on personnel. The timing of hiring sales personnel in particular affects cash flows as there is a lag between the hiring of sales personnel and the generation of revenue and cash flows from sales personnel. Our largest source of operating cash flows is cash collections from our customers. Our primary uses of cash from operating activities are for personnel related expenditures, purchases of inventory, and rent payments.

During the first six months of fiscal 2012, net cash provided by operating activities increased $16.9 million compared to the first six months of fiscal 2011. This increase is primarily attributable to an increase of $11.4 million from operations after adjusting for non-cash items, including changes in deferred income taxes, and stock-based compensation and the related tax benefits, and an increase of $5.4 million from the change in operating assets and liabilities.

Cash Flows from Investing Activities Cash used in investing activities during the first six months of fiscal 2012 increased $61.5 million compared to the first six months of fiscal 2011. We continue to invest our excess cash balances in short-term investments. Some of the proceeds from the sale and maturity of these investments were used to purchase property and equipment of $5.3 million during the first six months of fiscal 2012. Further, during the second quarter of fiscal 2012, we completed our acquisition of Avenda. Cash paid for the acquisition, net of cash received was $21.1 million. See Note 2 of the Notes to Consolidated Financial Statements for more information.

Cash Flows from Financing Activities Cash provided by financing activities increased $10.9 million during the first six months of fiscal 2012 compared to the first six months of fiscal 2011.The increase was primarily the result of the excess tax benefits associated with our stock-based compensation.

Based on our current cash, cash equivalents and short-term investments we expect that we will have sufficient resources to fund our operations for the next 12 months. However, we may need to raise additional capital or incur additional indebtedness to continue to fund our operations in the future. Our future capital requirements will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities, the timing and extent of expansion into new territories, the timing of introductions of new products and enhancements to existing products, and the continuing market acceptance of our products.

27 -------------------------------------------------------------------------------- Contractual Obligations The following is a summary of our contractual obligations: Less than More than Total 1 year 1 - 3 years 3 - 5 years 5 years (in thousands) Operating leases $ 18,675 $ 5,092 $ 8,333 $ 5,250 $ - Non-cancellable inventory purchase commitments (1) 14,414 14,414 - - - Total contractual obligations $ 33,089 $ 19,506 $ 8,333 $ 5,250 $ - (1) We outsource the production of our hardware to third-party manufacturing suppliers. We enter into various inventory related purchase agreements with these suppliers. Under the agreement with our main contract manufacturer, 40% of the order quantities can be rescheduled or are cancelable by giving notice 60 days prior to the expected shipment date, and 20% of the order quantities can be rescheduled or are cancelable by giving notice 30 days prior to the expected shipment date. Orders are not cancelable within 30 days prior to the expected shipment date.

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