Form 10-Q

10-Q 1 d10q.htm FORM 10-Q Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-19462

VERTICAL COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-0446453

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Ten Canal Park, Cambridge, Massachusetts 02141

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (617) 354-0600

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨ Accelerated Filer ¨ Non –accelerated Filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Title of Class of Common Stock		Shares Outstanding as of November 1, 2007
Common Stock, $0.01 par value per share		52,359,134

VERTICAL COMMUNICATIONS, INC.

FORM 10-Q

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION

	Item 1. Financial Statements	3

	Condensed Consolidated Balance Sheets as of September 30, 2007 (unaudited) and June 30, 2007	3

	Condensed Consolidated Statements of Operations for the three months ended September 30, 2007 and 2006 (unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2007 and 2006 (unaudited)	5

	Notes to Condensed Consolidated Financial Statements (unaudited)	6

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

	Item 3. Quantitative and Qualitative Disclosures about Market Risk	28

	Item 4. Controls and Procedures	28

PART II	OTHER INFORMATION

	Item 1. Legal Proceedings	29

	Item 1A. Risk Factors	29

	Item 6. Exhibits	30

	Signature	31

PART I—FINANCIAL INFORMATION

Item 1.—FINANCIAL STATEMENTS

VERTICIAL COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	September 30, 2007 (Unaudited)			June 30, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	5,467		$	8,019
Trade receivables, net of allowances of $333 and $354, respectively		13,064			13,678
Inventories, net		12,971			12,818
Prepaid expenses		1,711			1,745
Deferred costs		4,606			4,437

Total current assets		37,819			40,697

Property and equipment		7,888			6,848
Less accumulated depreciation and amortization		(4,944	)		(4,603	)

Net property and equipment		2,944			2,245

Goodwill		40,336			40,336
Intangible assets, net of accumulated amortization		15,562			16,265
Deferred costs, net of current portion		2,280			3,291
Other assets		416			471

Total assets	$	99,357		$	103,305


LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,024		$	6,238
Accrued liabilities		11,179			10,049
Trade accounts payable to a stockholder		2,387			2,419
Deferred revenue		10,446			10,294
Customer deposits		175			175
Current portion of long term debt		6,351			6,681

Total current liabilities		36,562			35,856

Deferred revenue, net of current portion		4,194			6,043
Deferred tax liability		5,787			5,761
Long term debt, net of current portion		16,443			16,014

Total liabilities		62,986			63,674

Series D convertible, redeemable preferred stock, $1.00 par value, 5,000 shares authorized, 4,921 issued and outstanding at September 30, 2007 and 5,000 at June 30, 2007; liquidation preference of $5,486 including dividends.		1,412			1,238
Series E convertible, redeemable preferred stock, $1.00 par value, 30,000 shares authorized, 27,400 issued and outstanding at September 30, 2007 and June 30, 2007; liquidation preference of $29,455 including dividends.		—			—

		1,412			1,238

Shareholders’ equity:
Preferred stock, $1.00 par value, authorized 30,000,000 shares.		—			—
Common stock, $.01 par value per share. Authorized 250,000,000 shares; issued and outstanding 52,359,134 shares at September 30, 2007 and 52,084,483 at June 30, 2007.		524			521
Accumulated other comprehensive income (loss)		(44	)		(52	)
Additional paid-in capital		131,287			129,793
Accumulated deficit		(96,376	)		(91,429	)
Deferred Toshiba equity cost		(432	)		(440	)

Net shareholders’ equity		34,959			38,393

Total liabilities, convertible redeemable preferred stock and shareholders equity	$	99,357		$	103,305

See notes to condensed consolidated financial statements.

VERTICIAL COMMUNICATIONS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)


	Three Months Ended September 30,
	2007			2006
Net revenue	$	19,706		$	15,870
Cost of sales		10,728			7,754

Gross profit		8,978			8,116

Operating expenses:
Sales and marketing		4,984			3,630
Product development		3,763			3,070
General and administrative		3,948			4,097
Amortization of intangible assets		609			307

Total operating expenses		13,304			11,104

Loss from operations		(4,326	)		(2,988	)
Interest expense		(637	)		(207	)
Other income, net		44			19

Loss before provision for income tax		(4,919	)		(3,176	)
Provision for income taxes		26			156

Net loss		(4,945	)		(3,332	)

Series D preferred stock accretion and dividends		343			165

Net loss applicable to common shareholders	$	(5,288	)	$	(3,497	)

Net loss applicable to common shareholders per share—basic and diluted	$	(0.10	)	$	(0.07	)
Weighted average common shares outstanding—basic and diluted		52,210			47,017

See notes to condensed consolidated financial statements.

VERTICIAL COMMUNICATIONS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Three Months Ended September 30,
	2007			2006
Cash flows from operating activities:
Net loss	$	(4,945	)	$	(3,332	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		1,073			780
Amortization of deferred Toshiba equity costs		8			24
Non-cash compensation		1,625			1,040
Non-cash interest expense		23			—
Deferred tax provision		26			156
Non-cash changes in accounts receivable allowance		21			(3	)
Changes in assets and liabilities:
Trade receivables		593			2,351
Inventories		(153	)		(828	)
Prepaid expenses		34			488
Deferred costs		842			291
Other assets		4			18
Accounts payable		(246	)		137
Accrued liabilities		1,559			(84	)
Deferred revenue		(1,697	)		(551	)

Net cash (used in) provided by operating activities		(1,233	)		487

Cash flows from investing activities:
Cash used for acquisitions, net of cash acquired		—			—
Purchases of property and equipment		(1,041	)		(65	)
Restricted cash		—			—

Net cash used in investing activities		(1,041	)		(65	)

Cash flows from financing activities:
Payments of capital lease obligations		(5	)		(6	)
(Repayment) proceeds of bank term loan		—			400
Net change in bank revolver facility		(325	)		(3,222	)
Proceeds from issuance of common stock		44			—

Net cash provided by financing activities		(286	)		(3,628	)

Effect of foreign currency exchange rates		8			5

Net decrease increase in cash and cash equivalents		(2,552	)		(3,201	)
Cash and cash equivalents at beginning of period		8,019			4,726

Cash and cash equivalents at end of period	$	5,467		$	1,525

SUPPLEMENTAL CASH FLOW INFORMATION:
Non cash dividend and accretion on Series D preferred stock		343			165
Cash paid for interest		161			146

VERTICIAL COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

Vertical Communications, Inc. (formerly Artisoft, Inc.) (the “Company”, “we”, “our”, “us” or the “Registrant”), develops, markets and sells business phone systems, software, hardware and associated services. We sell our products through distributors, resellers and system integrators such as AT&T, IBM and Graybar, and we engage in alliances with those parties and other technology vendors to assist us in selling and marketing our products. Most of our end user customers rely upon resellers or systems integrators to implement our products, and these resellers and systems integrators can significantly influence our customers’ purchasing decisions. We market and sell our products in the United States, Europe and Latin America. We also have distributor relationships in Africa, Asia, Australia and the Middle East.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The balance sheet amounts at June 30, 2007 in this report were derived from our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2007. In the opinion of management, the accompanying financial statements include all adjustments of a normal recurring nature which are necessary for a fair presentation of the financial results for the interim periods presented. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to such rules and regulations. Although we believe that the disclosures are adequate to make the information presented not misleading, we recommend that these financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2007 on file with the SEC. The results of operations for the three months ended September 30, 2007 are not necessarily indicative of the results to be expected for the full year or any other future periods.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Areas where significant judgments are made include, but are not limited to, revenue recognition, as well as the accounting for our acquisition of Vodavi Technology, Inc. (“Vodavi”) as discussed below. Actual results could differ materially from these estimates. The accounting policies applied are consistent with those disclosed in our Annual Report on Form 10-K as disclosed in Note 2.

Acquisition of Vodavi Technology, Inc.

On December 1, 2006, we completed the acquisition of all of the outstanding securities of Vodavi pursuant to an Agreement and Plan of Merger dated as of October 18, 2006 (the “Merger Agreement”), by and among the Company, Vodavi and Vertical Acquisition Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MergerSub”). MergerSub was merged with and into Vodavi (the “Merger”), with Vodavi continuing its corporate existence as a wholly-owned subsidiary of the Company.

Vodavi is a provider of traditional and next-generation business telecommunications solutions, targeted to small and medium-sized business, primarily in the United States. The aggregate consideration paid by the Company to the stockholders of Vodavi was approximately $31.1 million in cash (the “Merger Consideration”). In addition, the Company incurred approximately $0.5 million in transaction costs related to the merger.

The operational results of this acquisition are included in all periods since December 1, 2006, the date that the merger was consummated.

(2) SIGNIFICANT ACCOUNTING POLICIES

Stock-Based Compensation

On July 1, 2005, we adopted the provisions of FASB Statement No. 123 (revised 2004) Accounting for Stock-Based Compensation (“SFAS No. 123R”) and elected to use the modified prospective transition method as permitted under SFAS 123R. Under SFAS 123R, compensation cost recognized includes compensation cost for all share-based payments, based on the grant date fair value estimated in accordance with the provisions of SFAS 123R.

Stock Options

The Company currently grants stock options under one plan. Generally, options become exercisable over a four-year period commencing on the date of the grant. Options granted prior to and after September 28, 2004 vest 25% at the first anniversary of the grant date with the remaining 75% vesting in equal monthly increments over the remaining three years of the vesting period. Options granted on September 28, 2004 vest 2.08% monthly. In computing stock based compensation, we apply an estimated forfeiture rate based on actual forfeitures in our recent history. The fair value of options granted was calculated using the Black-Scholes option-pricing model with the following weighted average assumptions:


	Three Months Ended September 30,
	2007		2006
Expected dividend yield	0	%	0	%
Volatility factor	120	%	113-115	%
Risk free interest rate	4.87	%	3.45-4.03	%
Expected life	6 Years		6 Years

The risk-free interest rate is based upon the U. S. Treasury securities yield. The term of the options grant is derived from historical data. The expected volatility is based upon the historical volatility of the Company’s common stock over the period of time. The Company recognizes expense using the straight-line attribution method for both pre- and post-adoption grants. The amount of option expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. SFAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company currently expects, based on analysis of its historical forfeitures, a forfeiture rate of approximately 3%.

The following summarizes stock option activity for the three month period ended September 30, 2007:


Stock Options	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)
Outstanding at June 30, 2007	19,415,983		$	1.90
Granted	552,000		$	1.28
Exercised	(60,830	)	$	0.75
Cancelled	—			—
Forfeited	(887,156	)	$	0.78
Outstanding at September 30, 2007	19,019,997		$	1.01	8.7
Exercisable at September 30, 2007	4,578,199		$	1.39	8.2

Restricted Stock

In February 2007, the Company granted restricted stock to certain key executives. This restricted stock program is a performance based plan that awards shares of common stock of the Company at the end of a four year, one month measurement period. Awards associated with this program cliff vest at the end of the measurement period subject to attainment of the defined performance measures associated with the performance of the Company’s common stock and operations.

The Company will recognize compensation expense on these awards ratably over the vesting period. The fair value of the awards was determined based on the market value of the underlying stock price at the grant date. The Company estimated a forfeiture rate of 20% based on projections related to whether the performance measures are likely to be achieved and the probability of all awards vesting. The amount of compensation expense ultimately recognized will depend on whether the performance measures are met and all of the restricted stock awards vest. The Company will assess its projections at each reporting period and, as a result, the amount of expense recorded from period to period may change.

Total stock-based compensation for both options and restricted stock awards increased loss from operations and net loss for the three months ended September 30, 2007 by $1.6 million ($0.03 per basic and diluted share). As of September 30, 2007, $12.7 million of unvested stock-based compensation has not yet been recognized by the Company. The unvested stock-based compensation balance is expected to be expensed over a weighted average period of 3.4 years.

The following table summarizes the allocation of stock-based compensation from employee stock options included in operating expenses by line item in the Unaudited Consolidated Condensed Statements of Operations for the periods indicated:


	Three Months Ended September 30,
	2007		2006
Sales and marketing	$	638	$	349
Product development		482		296
General and administrative		505		395

Total	$	1,625	$	1,040

Goodwill

The Company accounts for its goodwill in accordance with the provisions of FASB Statement No. 142, “Goodwill and Other Intangible Assets”. This statement requires that goodwill be periodically tested for impairment, with impaired assets written down to fair value. During September 2007, the Company conducted its annual impairment test of goodwill by comparing fair value to the carrying amount of its underlying assets and liabilities. The Company determined that the fair value exceeded the carrying amount of the assets and liabilities, therefore no impairment existed as of the testing date.

Income Taxes

In June 2006, FASB issued FIN 48, Accounting for Uncertainty in Income Taxes (FIN 48)—an interpretation of SFAS No. 109, Accounting for Income Taxes (SFAS No. 109). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This guidance is effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 effective July 1, 2007. The Company’s analysis of uncertain tax positions as required under FIN 48 determined that the Company had no material unrecorded liabilities and there was no cumulative effect on retained earnings of applying the provisions of the interpretation. Interest and penalties accrued under FIN 48 will be classified as Interest Expense and General and Administrative Expense, respectively.

Related Party Transactions

LG-Nortel Co. Ltd. (“LGN”) owns approximately 24% of the Company’s outstanding Series E Convertible Preferred Stock, par value $1.00 per share (“the Series E Preferred Stock”) at September 30, 2007 and has a designated member on the Company’s board of directors. The Company purchased approximately $2.5 million of key telephone systems, commercial grade telephones, and voice mail products from LGN and an affiliate of LGN during the quarter ended September 30, 2007. The Company owed LGN and its affiliate a total of $2.4 million for product purchases at September 30, 2007. The Company’s payment terms with LGN and its affiliate are 60 days after shipment, except for shipments of single line telephones, which are 30 days after shipment. Current balances are non-interest bearing.

The Company conducts joint development activities with LGN for the design and development of hardware incorporated into some of the Company’s existing and planned telephone systems and commercial grade telephones. Generally, LGN contributes the ongoing research and development costs for the product hardware and produces the finished goods developed under the alliance, and the Company obtains the right to sell such products throughout North America and the Caribbean.

(3) ACQUISITIONS

Vertical Networks, Inc.

On September 28, 2004, we acquired substantially all of the assets, other than patents and patent rights and most of the liabilities, of Vertical Networks Inc. (“Vertical Networks”). Vertical Networks was a leading provider of distributed IP-PBX software and communications solutions to large enterprises. We also received a patent license for the use of all of Vertical Networks’ patents and patent applications other than Vertical Networks’ rights under specified patents that do not relate to the business we purchased. In addition, we assumed specific liabilities of Vertical Networks.

The purchase price for Vertical Networks consisted of: $12.5 million in cash, paid at closing, with an additional $1.0 million held in escrow to secure Vertical Networks’ indemnification obligations to us, $1.0 million in transaction costs, the assumption of most liabilities of Vertical Networks and an earnout provision of up to $4.3 million. The earnout obligation is equal to the first $4.3 million of non-refundable software license revenues collected by us from CVS Pharmacy, Inc. (“CVS”) in connection with a specific contract. We have paid $2.0 million of the earn-out provision and accrued an additional $0.3 million of the earn-out provision through September 30, 2007.

Comdial Corporation

On September 28, 2005, we completed the acquisition of substantially all of the assets (the “Comdial Assets”) of Comdial Corporation (“Comdial”) pursuant to the terms of an asset purchase agreement entered into on September 1, 2005. The Comdial Assets included all of Comdial’s intellectual property, fixed assets, equipment, inventories, accounts receivable, rights under contracts and leases, cash and other current assets.

In exchange for the acquired assets, we (i) delivered $14.5 million in cash, (ii) executed an 8% secured promissory note in the aggregate principal amount of $2.5 million to Comdial (see Note 6), (iii) repaid $1.7 million of debtor-in-possession financing incurred to fund operations of Comdial prior to the closing, (iv) repaid an amended and restated note dated May 25, 2005, issued by Comdial to Dialcom Acquisition, LLC, in the principal amount of $1.9 million and (v) paid $0.4 million and assumed $0.2 million of Comdial’s remaining obligations under a key employee retention plan with Comdial’s employees, as approved by an order of the Bankruptcy Court. In addition, we incurred approximately $0.8 million in transaction costs related to the acquisition.

We also assumed certain liabilities of Comdial such as post-petition ordinary course trade payables outstanding as of the acquisition date, certain employee related obligations, and certain customer related obligations and liabilities related to certain assumed executory contracts. In addition, we assumed pre-petition and post-petition obligations under remaining unfulfilled purchase orders outstanding as of the closing date. The amount of the liabilities we assumed as of September 28, 2005 was approximately $8.9 million, which included $6.0 million in open purchase order obligations.

Vodavi Technology, Inc.

On December 1, 2006, we completed the acquisition of all of the outstanding securities of Vodavi pursuant to the Merger Agreement by and among the Company, Vodavi and MergerSub wherein MergerSub was merged with and into Vodavi, with Vodavi continuing its corporate existence as a wholly-owned subsidiary of the Company.

Pursuant to the Merger Agreement, each issued and outstanding share of common stock of Vodavi was converted into the right to receive $7.50 in cash, without interest, on the terms specified in the Merger Agreement. Immediately prior to the effective time of the Merger, all outstanding options to purchase shares of Vodavi capital stock, whether vested or not vested, were exercised pursuant to a cashless exercise procedure and all equity incentive plans administered by Vodavi were terminated. The aggregate consideration paid by the Company to the stockholders of Vodavi was approximately $31.1 million in cash. In addition, the Company incurred approximately $0.5 million in transaction costs related to the merger.

The Company obtained the Merger Consideration (a) through the sale of 27,400 shares of its newly designated Series E Preferred Stock at a purchase price of $1,000 per share to certain investors pursuant to a Securities Purchase

Agreement, as amended and restated (the “Amended and Restated Securities Purchase Agreement”), and (b) by entering into a Credit Agreement (the “Credit Agreement”) dated as of October 18, 2006, by and among the Company, Vertical Communications Acquisition Corp., a Delaware corporation (“VCAC”), Columbia Partners, L.L.C. Investment Management (“Investment Manager”), and NEIPF, L.P. (“Lender”), pursuant to which the Company issued (i) a senior secured promissory note payable to Lender in the principal amount of $10.0 million; and (ii) a senior secured promissory note payable to Lender in the principal amount of $15.0 million.

The following table represents the estimated allocation of the purchase price for our acquisition of Vodavi over the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition.


	Estimated Fair Values
	(millions)
Cash	$	6.9
Accounts Receivable, net		2.7
Inventory, net		6.6
Other Current Assets		2.3
Property and Equipment		1.1
Intangible Assets		12.0
Goodwill		14.4

Total assets acquired		46.0

Accounts Payable		(6.4	)
Accrued Expenses		(3.5	)
Deferred income tax liability		(4.5	)

Total liabilities assumed		(14.4	)

Total purchase price	$	31.6

The estimated values of current assets, excluding inventory, and liabilities were based upon their historical costs on the date of acquisition due to their short-term nature. Inventory was valued at estimated selling prices less the sum of (i) the cost of disposal and (ii) a reasonable profit allowance for the selling effort. Property and equipment was also estimated based upon its historical cost as there was no appreciated real estate and the historical costs of the office equipment, furniture and machinery most closely approximated fair value. The identified intangible assets were valued at their fair value as of the acquisition date. The associated deferred income tax liability is preliminary and also subject to change pending the Company’s analysis of its ownership changes and the impact on the availability of the Company’s deferred tax assets. The residual purchase price was recorded as goodwill.

The following are the identifiable intangible assets acquired and the respective periods over which the assets will be amortized on a straight-line basis:


	AMOUNT		LIFE
	(IN THOUSANDS)		(IN YEARS)
Trade names/Trademarks	$	690	4

Customer relationships		10,440	9
Customer relationships—other		600	8
Existing technology		220	4

	$	11,950

The amounts assigned to identifiable intangible assets acquired was based on their respective fair values determined as of the acquisition date using a discounted cash flow analysis and relief from royalty methodology. The excess of the purchase price over the tangible and identifiable intangible assets was recorded as goodwill and amounted to approximately $14.4 million. In accordance with current accounting standards, the goodwill is not being amortized and will be tested for impairment annually in the first quarter of our fiscal year, as required by SFAS No. 142 or more often if impairment indicators arise.

The following unaudited pro forma condensed financial information gives effect to our acquisition of Vodavi as if it had occurred on July 1, 2006. The results of Vodavi for the comparable period in 2007 are included in the Company’s consolidated results. The unaudited pro forma condensed financial information is presented for illustrative purposes only and is not necessarily indicative of the consolidated financial position or consolidated results of operations of the Company that would have been reported had the merger occurred on the date indicated, nor does it represent a forecast of the consolidated results of the operations of the Company for any future period. Furthermore, no effect has been given in the unaudited pro forma combined statements of income for operating benefits that may be realized through the combination of the entities.


	Three Months Ended September 30, 2006 (unaudited)
	Vertical			Vodavi		Pro Forma Adjustment			Combined Pro Forma as Adjusted
Net product revenue	$	15,870		$	10,129	$	—		$	25,999
Net loss		(3,332	)		201		(2,083	)		(5,214	)
Net loss applicable to common shareholders		(3,497	)		201		(2,083	)		(5,379	)
Net loss applicable to common stock – Basic and Diluted	$	(0.07	)						$	(0.11	)

The pro forma adjustments include the amortization expense for the acquired identifiable intangible assets of approximately $0.4 million per quarter and the interest expense for the amounts borrowed to finance the acquisition of approximately $1.7 million per quarter.

Pursuant to EITF 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination, the Company recorded a liability of $0.4 million related to the planned employee involuntary termination costs as a result of the acquisition. The Company’s management began the assessment and formulation of a plan as of the acquisition date and is in the process of completing the assessment of the number of employees, their job classifications and their locations that will be affected. The liability recorded includes the anticipated severance and benefits costs that the Company will pay to the involuntarily terminated employees. The Company expects to complete the planned actions prior to December 2007.

(4) INVENTORIES

Inventories, net, at September 30, 2007 and June 30, 2007 are $13.0 million and $12.8 million, respectively, consisting of the following (in thousands):


	September 30, 2007		June 30, 2007
Raw Materials	$	527	$	465
Finished Goods		12,444		12,353

	$	12,971	$	12,818

(5) INTANGIBLE ASSETS

Intangible assets related to the acquisitions of Vertical Networks, Comdial and Vodavi at September 30, 2007 and June 30, 2007 consist of the following (in thousands):


	September 30, 2007			June 30, 2007			Life in Years
Acquired technology-Vertical Networks	$	800		$	800		5
Acquired customers relationships-Vertical Networks		3,500			3,500		5
Trade names/trademarks-Comdial		200			200		1
Acquired customer relationships-Comdial		3,300			3,300		10
Acquired technology- Comdial		800			800		5
Trade names-Vodavi		690			690		4
Customer relationships-Vodavi		10,440			10,440		9
Customer relationships, other-Vodavi		600			600		8
Existing technology-Vodavi		220			220		4

		20,550			20,550
Accumulated amortization		(4,988	)		(4,285	)

	$	15,562		$	16,265

Amortization expense for the three months ending September 30, 2007 and 2006 was $0.7 million and $0.4 million respectively, of which $93,000 and $80,000, respectively, was included in cost of sales.

(6) DEBT

Debt Related to Comdial Acquisition

We financed a portion of the purchase price for the Comdial Assets (the “2005 Debt Financing”) by entering into a loan agreement with Silicon Valley Bank (“SVB”) on September 28, 2005 (the “SVB Loan Agreement”). The SVB Loan Agreement terms provided the Company with a revolving line of credit in an amount not to exceed $7,000,000 (the “Revolving Loan”), as well as a $2,000,000 term loan (the “Term Loan”). The Revolving Loan initially matured on September 27, 2006. On September 27, 2006, the Company entered into a Third Loan Modification Agreement with SVB under which the maturity date of the Revolving Loan was extended from September 27, 2006 to October 31, 2006. The Term Loan was payable in monthly principal installments of $133,333 plus interest, due beginning July 31, 2006 through and until the maturity date of September 26, 2007.

On September 28, 2005, the Company also executed a secured promissory note in the aggregate principal amount of $2,500,000 (the “Comdial Note”). The Comdial Note was issued to the Comdial bankruptcy estate (the “Comdial Estate”) in connection with the acquisition of the Comdial Assets. The Comdial Note was subject to interest at the rate of 8% per annum and initially matured on the first anniversary of the closing date. On September 28, 2006, the Company and the Comdial Estate entered into an agreement which extended the maturity date of the Comdial Note from September 28, 2006 to November 1, 2006.

On October 18, 2006, the Company issued a Senior Secured Promissory Note to Lender. (see “Debt Related to Vodavi Acquisition” below for additional detail). The Company used proceeds from this loan to extinguish all of the then outstanding loans with SVB and the Comdial Estate.

Debt Related to Vodavi Acquisition

On October 18, 2006, the Company entered into a Credit Agreement, a Security Agreement, a Pledge Agreement and an Intellectual Property Security Agreement by and among the Company, Investment Manager, and the Lender. Pursuant to the Credit Agreement, the Company agreed to (a) issue a senior secured promissory note payable to Lender (the “Initial Bridge Note”) in the amount of $10.0 million, (b) provided certain conditions were met, issue a senior secured promissory note payable to Lender (the “Subsequent Bridge Note”) in the principal amount of $5.0 million; (c) issue a senior secured promissory note payable to Lender (the “Term Note” and, together with the Initial Bridge Note, the “Loans”) in the principal amount of $15.0 million; and (d) upon the issuance of the Initial Bridge Note, issue to Lender (i) a warrant to purchase 4,500,000 shares of the Company’s common stock at an exercise price equal to $0.01 per share (the “Lender Warrant”) and (ii) an additional warrant for the purchase of 500,000 shares of the Company’s common stock at an exercise price equal to $0.01 per share. The Subsequent Bridge Note was not issued and the additional warrant for the purchase of 500,000 shares of the Company’s common stock became null and void when the Company reached a specified commitment level in the sale of its Series E Preferred Stock (see Note 8).

The Loans are secured by substantially all of the assets of the Company including specifically all rights in the

outstanding shares of capital stock of VCAC held by the Company and certain intellectual property owned by the Company. Events of default under the Credit Agreement include failure by the Company to meet its obligations under the Credit Agreement and any other outstanding indebtedness; breach of certain of its obligations and covenants under the Credit Agreement; breach of any representations and warranties made in any documents relating to the Loans; the Company’s insolvency and/or bankruptcy; the Company’s incurrence of a final money judgment against its assets in excess of $250,000 per individual case or $1.0 million in the aggregate; the Company’s receipt of an order requiring dissolution or split up; and the Company’s or any creditor of the Company’s failure to comply with any subordination provisions in any document which benefit the Lender or Investment Manager. Should an Event of Default occur, remedies available to the Lender include acceleration requiring immediate payment of all or any portion of the obligations under the Credit Agreement and, with prior written consent of the Investment Manager, the right to set off any of the Company’s property held by the Lender against the obligations.

The Credit Agreement contains certain financial covenants under which the Company must (a) maintain cash, cash equivalents or available borrowing capacity of at least $5.0 million for each fiscal quarter beginning with the quarter ending March 31, 2007; (b) beginning with the trailing twelve month period ended September 30, 2007 and for each quarter thereafter, maintain a minimum EBITDA of $1.00; (c) beginning with the trailing twelve month period ended September 30, 2007, maintain minimum total consolidated revenues of $80.0 million and (d) for the six month period ended March 31, 2007, maintain minimum total consolidated revenues of $30.0 million and minimum EBITDA of ($2.0) million.

The Initial Bridge Note was issued on October 18, 2006 in the amount of $10.0 million and bears interest at the rate of 14% per annum. Interest is paid quarterly in arrears. The principal amount and any unpaid interest are payable in full on July 1, 2007. The net proceeds from the Initial Bridge Note, after payment of costs of approximately $0.2 million, were utilized to retire all previously outstanding debt with the remainder to supplement working capital. The Lender Warrant is exercisable by the holder at any time until its expiration on October 18, 2013 either by paying the exercise price of $.01 per share or on a cashless exchange basis. This net exercise right is generally limited to times when the Company is not in compliance with its obligations relating to the registration of the shares of common stock underlying the warrants for resale under the Company’s registration rights agreement with respect to those shares. The number of shares issuable upon exercise and the per share exercise price of the warrant is subject to adjustment in the case of any stock dividend, stock split, combination, capital reorganization, reclassification or merger or consolidation. Subject to limited exceptions, the number of shares of common stock for which the warrant is exercisable is also subject to adjustment in the case of an issuance of shares of common stock or securities exercisable for or convertible into common stock, at a per share price less than the exercise price of the warrant then in effect. In the event of such an issuance, the exercise price of the warrant will be reduced to equal the per share price of the newly issued securities. The conversion price, as defined in the warrants, shall also be reduced to equal the purchase price of the new issuance of common stock (or securities convertible into common stock).

The Company allocated the proceeds between the debt and the warrant based upon their relative fair values as of the issuance date, resulting in $2.1 million being allocated to the warrants. The fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions: no dividend yield; weighted average risk free rate of 4.42%; volatility of 115% and a contractual life of 7 years. The proceeds attributable to the warrant were recorded as a discount on the debt which will be accreted, with the deferred issuance costs and cash interest, over the term of the Initial Bridge Note using the effective interest method. On May 25, 2007, the Company entered into a Loan and Security Agreement with SVB (see below). At that time, the Company satisfied all amounts owed under the Initial Bridge Note and this note was extinguished.

The Term Note was issued on December 1, 2006 in the amount of $15.0 million. A portion of the interest equal to .05% of the outstanding principal amount is payable quarterly in arrears. The Company is also obligated to pay the Lender a premium equal to the amount required to provide the Lender with a rate of return of 13.5% per annum upon any payment or prepayment of any amount of the Term Note. This premium is subject to increase to 15.5% for any period in which an Event of Default occurs and continues. The principal amount of the Term Note and any unpaid interest, including the payment premium, is payable in full on October 17, 2009. Cash interest, the premium and deferred issuance costs of $0.3 million will be accreted over the life of term note using the effective interest method.

minimum EBITDA of $1.00. In addition, the minimum revenue covenant for the quarter ended September 30, 2007 was eliminated and for the subsequent quarters in fiscal 2008 was reset to $20.5 million, $20.4 million and $22.7 million, respectively. We may be required to raise an additional $5.0 million of equity capital if we are unable to remain in compliance with the amended covenants.

Silicon Valley Bank

On May 25, 2007, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with SVB providing for a line of credit of up to $10,000,000 (the “Line of Credit”). The Loan Agreement terms provide the Company with a revolving line of credit in an amount not to exceed $10,000,000. The Line of Credit matures and the principal balance thereof is payable in full, on May 24, 2009. Borrowing availability under the Line of Credit is based on the existence of stipulated percentages of the Company’s eligible accounts receivable and inventory and is also subject to an additional $2,000,000 collateral reserve requirement established by SVB. Amounts borrowed under the Line of Credit bear interest at a per annum rate equal to the Prime Rate in effect from time to time, plus 2% per year (10.25% at June 30, 2007). The “Prime Rate” is the rate announced from time to time by SVB as its “prime rate.” The Company may also be obligated to pay a minimum monthly interest amount if the interest payable on the outstanding borrowed amounts is less than interest that would have been payable calculated based upon fifteen percent (15%) of the maximum credit limit having been advanced and outstanding with respect to each month.

The Company’s obligations under the Loan Agreement are secured by all of the Company’s inventory, equipment, payment intangibles, letter-of-credit rights, supporting obligations, accounts, and general intangibles, including, without limitation, all of the Company’s intellectual property, deposit accounts, and all money, and all property now or at anytime in the future in SVB’s possession, and all proceeds, all products and all books and records related to such collateral. Events of default under the Loan Agreement include, among others, failure by the company to timely pay any principal or interest on any outstanding loan under the Line of Credit within five days of when due; failure to maintain the total loans and other outstanding obligations at or below the credit limit; failure to comply with any of the financial covenants; allowing any levy, assessment, attachment, lien or encumbrance to be made on all or any part of the collateral and dissolution, insolvency or business failure of the Company.

The Loan Agreement contains certain financial covenants under which the Company must (a) maintain cash, cash equivalents or available borrowing capacity of at least $5.0 million for each fiscal quarter beginning with the quarter ending March 31, 2007; (b) beginning with the trailing twelve month period ended September 30, 2007 and for each quarter thereafter, maintain a minimum EBITDA of $1.00; (c) beginning with the trailing twelve month period ended September 30, 2007, maintain minimum total consolidated revenues of $80.0 million and (d) for the six month period ended March 31, 2007, maintain minimum total consolidated revenues of $30.0 million and minimum EBITDA of ($2.0) million.

In connection with the Line of Credit, NEIPF, Columbia and SVB entered into a Subordination and Intercreditor Agreement (the “Intercreditor Agreement”), which was acknowledged by the Company. Under the Intercreditor Agreement, the parties agreed that SVB has a senior priority security interest on all of the Company’s accounts receivable and inventory, and any proceeds from the accounts receivable and inventory. The parties further agreed that SVB has a junior priority security interest on all other personal property collateral of the Company. The parties agreed that Columbia and NEIPF maintains its senior priority security interest on all other personal property collateral of the Company and a junior priority security interest on accounts receivable, inventory and the proceeds from accounts receivable and inventory.

On October 15, 2007, the Company entered into an amendment to the Credit Agreement effective as of September 30, 2007, which modified certain of the financial covenants. The minimum cash or borrowing availability requirement was reduced to a range of $3.6 million to $4.4 million for defined periods in fiscal 2008. In addition, the minimum EBITDA requirement for the quarter ended September 30, 2007 was eliminated and for the subsequent quarters in fiscal 2008 was reset to ($0.9) million, ($0.6) million and $1.1 million, respectively. Beginning with the trailing three month period ended September 30, 2008, and for each quarter thereafter, the Company must maintain a minimum EBITDA of $1.00. In addition, the minimum revenue covenant for the quarter ended September 30, 2007 was eliminated and for the subsequent quarters in fiscal 2008 was reset to $20.5 million, $20.4 million and $22.7 million, respectively. We may be required to raise an additional $5.0 million of equity capital if we are unable to remain in compliance with the amended covenants.

(7) INCOME TAXES

The Company has not recognized any current income tax expense in any period presented due to the Company’s net losses. However, in fiscal years beginning with 2005, the Company is recording a deferred tax

provision and corresponding liability arising from the timing differences associated with amortizing goodwill for income tax purposes over a 15 year life. In addition, in fiscal years beginning with 2007, the Company is recording a deferred tax benefit and corresponding reduction in the liability arising from timing differences associated with not amortizing intangibles for income tax purposes.

(8) CONVERTIBLE REDEEMABLE PREFERRED STOCK

Series D Preferred Stock

On February 9, 2006, the Company completed the sale (the “Series D Financing”) of 5,000 shares of its Series D Convertible Preferred Stock, par value $1.00 per share (the “Series D Preferred Stock”) and warrants to purchase an aggregate of 1,041,667 shares (the “Series D Warrants”) of the Company’s common stock pursuant to a Securities Purchase Agreement (the “2006 Securities Purchase Agreement”) between the Company and certain investors (the “Series D Investors”). The aggregate proceeds to the Company from the Series D Financing was $5.0 million.

Obligation to Register Shares

Pursuant to the 2006 Securities Purchase Agreement, we agreed to register the shares of common stock issuable upon conversion of the Series D Preferred Stock and upon exercise of the Series D Warrants (collectively, the “Issued Shares”) for resale by the Series D Investors under the Securities Act. The Company also agreed to file with the SEC a registration statement with respect to the Issued Shares no later than March 27, 2006 (the “Filing Date”), and to use our best efforts to cause the registration statement to become effective within defined time periods as specified in the agreement.

The Company is currently liable for liquidated damages to each Series D Investor because the registration statement was not filed on or before the Filing Date. The Company must pay as liquidated damages to the Series D Investors, for each 30-day period of a default, an amount in cash equal to 1% of the aggregate purchase price paid by the Series D Investor pursuant to the 2006 Securities Purchase Agreement; provided that in no event will the aggregate amount of cash to be paid as liquidated damages exceed 9% of the aggregate purchase price paid by such Series D Investor. Through September 30, 2007, the Company has accrued a total of $450,000 in liquidated damages and paid $135,000 in damages.

Material Terms

The material terms of the Company’s Series D Preferred Stock are summarized below.

Dividends. From the date of issuance, the Series D Preferred Stock accrues dividends at a rate of $80.00 per year and compounds annually. Dividends on the Series D Preferred Stock may be declared and paid from time to time as determined by the Company’s board of directors. The Company cannot declare, pay or set aside any dividends or distributions on any other shares of capital stock of the Company unless the holders of Series D Preferred Stock first receive or simultaneously receive a dividend or distribution on each outstanding share of Series D Preferred Stock in such amounts as set forth in the Certificate of Powers, Designation, Preferences and Rights of the Series D Preferred Stock (the “Certificate of Designations”).

Anti-dilution Adjustments. In the event the Company issues additional shares of common stock (which includes certain options and convertible securities issued by the Company), except in limited circumstances, for no consideration or for consideration per share that is less than the conversion price of the Series D Preferred Stock then in effect, the conversion price of the Series D Preferred Stock will be reduced in accordance with the formula set forth in the Certificate of Designations.

Redemption. Beginning February 9, 2009, the Series D Preferred Stock may be redeemed at a price equal to the Original Issue Price, plus all declared and unpaid dividends, provided that the holders of a majority of the issued and outstanding shares of Series D Preferred Stock consent to such redemption. Commencing 30 days after the consent, the Series D Preferred Stock must be redeemed in three equal annual installments. If the Company fails to redeem the Series D Preferred Stock in accordance with the Certificate of Designations, then interest will accrue on any unpaid amount at a rate of 1% per each 30-day period that such amounts remain unpaid.

Series D Warrants

In addition to the shares of Series D Preferred Stock, the Company issued warrants to purchase an aggregate of up to 1,041,667 shares of common stock at a per share exercise price of $0.01. The Series D Warrants have a term of exercise expiring on February 9, 2016. The number of shares issuable upon exercise and the per share exercise price of the Series D Warrants is subject to adjustment in the case of any stock dividend, stock split, combination, capital reorganization, reclassification or merger or consolidation. Subject to limited exceptions, the number of shares of common stock for which the warrant is exercisable is also subject to adjustment in the case of an issuance of shares of common stock or securities exercisable for or convertible into common stock, at a per share price less than the per share conversion price of the Series D Preferred Stock then in effect. The Series D Warrants are exercisable at any time prior to their expiration date.

The Company allocated the proceeds between the stock and the warrants based upon their relative fair values as of the closing date, resulting in $951 thousand being allocated to the warrants. We determined the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions: no dividend yield; weighted average risk free rate of 4.54%; volatility of 115% and a contractual life of 10 years. The Company recorded the portion of the proceeds attributable to the stock as mezzanine equity pursuant to EITF Topic D-98, Classification and Measurement of Redeemable Securities after determining the guidance in FAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity did not apply. The Company determined that the warrants meet the definition of a derivative instrument as defined in SFAS 133, Accounting for Derivative Instruments and Hedging Activities, but do not require derivative treatment pursuant to the scope exception in paragraph 11(a) of SFAS 133. We recorded the proceeds attributable to the warrants in permanent equity pursuant to guidance in EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, as the Company can settle the warrants in unregistered shares and the liquidated damages are not believed to be “uneconomic”.

The Company evaluated whether the embedded conversion feature in the stock required bifurcation and determined that the economic characteristics and risks of the embedded conversion feature in the stock were clearly and closely related to the stock and concluded that bifurcation was not required under SFAS 133. We calculated the intrinsic value of the beneficial conversion feature embedded in the stock pursuant to the guidance in EITF 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments. The beneficial conversion of $659,000 was recognized as an additional discount on the stock. The total discount on the stock resulting from the allocation of proceeds to the warrants and recording of the beneficial conversion feature will be accreted over the period through the earliest possible redemption date.

As a result of the issuance of the Lender Warrant and the Series E Preferred Stock (see below), the anti-dilution adjustments in the Series D Preferred Stock and the Series D Warrants were triggered. Accordingly, on December 1, 2006, the Company issued 539,787 additional Series D Warrants to the Series D Investors which increased the portion of the proceeds allocable to the warrants to $1.3 million. In addition, the conversion price was adjusted to $0.79 which resulted in an increase in the value of the beneficial conversion feature to $2.8 million which was recorded as an additional discount on the stock. The additional discounts recognized as a result of these adjustments will be accreted over the period through the earliest redemption date.

We will reevaluate the classification of the stock and warrants in each period to determine if reclassification is necessary. In August 2007, certain of the holders of the Series D Preferred Stock elected to convert a portion of their preferred shares into shares of the Company’s common stock. Our obligation to the Series D Preferred Stockholders, should they choose to redeem the stock at or after the redemption date is $4.9 million plus accrued but unpaid dividends of $565,000.

Series E Preferred Stock

On December 1, 2006, the Company completed the sale (the “Series E Financing”) of 27,400 shares of its Series E Preferred Stock and warrants to purchase an aggregate of 25,849,059 shares (the “Series E Warrants”) of the Company’s common stock pursuant to the Amended and Restated Securities Purchase Agreement between the Company and certain investors (the “Series E Investors”) (the “Series E Securities Purchase Agreement”). The aggregate proceeds to the Company from the Series E Financing was $27.4 million.

Obligation to Register Shares

Pursuant to the Amended and Restated Securities Purchase Agreement, we agreed to register the shares of common stock issuable upon conversion of the Series E Preferred Stock and upon exercise of the Series E Warrants (collectively, the “Issued Shares”) for resale by the Series E Investors under the Securities Act. The Company also agreed to file with the SEC a registration statement with respect to the Issued Shares no later than 210 days after the effective time of the Merger, and to use our best efforts to cause the registration statement to become effective as promptly as reasonably practicable after (1) being informed by the SEC that the SEC has decided not to review the registration statement or (2) being informed by the SEC that the SEC has no further comments on such Registration Statement.

Material Terms

The material terms of the Company’s Series E Preferred Stock are summarized below.

Dividends. From the date of issuance, the Series E Preferred Stock accrues dividends at a rate of $100.00 per year and compounds annually. Dividends on the Series E Preferred Stock may be declared and paid from time to time as determined by the Company’s board of directors. The Company cannot declare, pay or set aside any dividends or distributions on any other shares of capital stock of the Company unless the holders of Series E Preferred Stock first receive or simultaneously receive a dividend or distribution on each outstanding share of Series E Preferred Stock in such amounts as set forth in the Certificate of Powers, Designation, Preferences and Rights of the Series E Preferred Stock (the “Certificate of Designations”).

Anti-dilution Adjustments. In the event the Company issues additional shares of common stock (which includes certain options and convertible securities issued by the Company), except in limited circumstances, for no consideration or for consideration per share that is less than the conversion price of the Series E Preferred Stock then in effect, the conversion price of the Series E Preferred Stock will be reduced to equal the per share price of the newly issued securities.

Redemption. Starting three years from the date the Series E Certificate of Designations was filed, the Series E Preferred Stock may be redeemed in three equal annual installments commencing 30 days after any single holder of at least thirty percent (30%) of the issued and outstanding shares of Series E Preferred Stock consents to such redemption. The Series E Preferred Stock may be redeemed at a price equal to the Original Issue Price, plus all declared but unpaid dividends. If the Company fails to redeem the Series E Preferred Stock in accordance with the Certificate of Designations, then interest will accrue on any unpaid amount at a rate of 1% per each 30-day period that such amounts remain unpaid.

Series E Warrants

In addition to the shares of Series E Preferred Stock, the Company issued warrants to purchase an aggregate of up to 25,849,059 shares of common stock at a per share exercise price of $0.58. The Series E Warrants have a term of exercise expiring on December 1, 2016. The number of shares issuable upon exercise and the per share exercise price of the Series E Warrants is subject to adjustment in the case of any stock dividend, stock split, combination, capital reorganization, reclassification or merger or consolidation. Subject to limited exceptions, the number of shares of common stock for which the warrant is exercisable is also subject to adjustment in the case of an issuance of shares of common stock or securities exercisable for or convertible into common stock, at a per share price less than the per share conversion price of the Series E Preferred Stock then in effect. The Series E Warrants are exercisable at any time prior to their expiration date by delivering the warrant certificates to the Company.

The Company allocated the proceeds between the stock and the warrants based upon their relative fair values as of the closing date, resulting in $11.8 million being allocated to the warrants. We determined the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions: no dividend yield; weighted average risk free rate of 4.43%; volatility of 111% and a contractual life of 10 years. The Company determined that the warrants meet the definition of a derivative instrument as defined in SFAS 133, Accounting for Derivative Instruments and Hedging Activities, but do not require derivative treatment pursuant to the scope exception in paragraph 11(a) of SFAS 133. We recorded the proceeds attributable to the warrants in permanent equity pursuant to guidance in EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.

exceeds the amount of the proceeds allocated to the stock, thus is capped at $15.6 million allocated to the Series E Preferred Stock, which is recognized as an additional discount on the stock. The Company determined that the portion of the proceeds attributable to the stock should be recorded as mezzanine equity pursuant to EITF Topic D-98, Classification and Measurement of Redeemable Securities after determining the guidance in FAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity did not apply. However, since the total discount on the stock resulting from the allocation of proceeds to the warrants and recording of the beneficial conversion feature equals the face value of the Series E Preferred Stock, no initial value has been recognized in mezzanine equity for the Series E preferred stock. The total discount on the stock resulting from the allocation of proceeds to the warrants and recording of the beneficial conversion feature and the cash dividends will be accreted over the period through the earliest possible redemption date using the effective interest method. Accretion of the discount and dividends for the fiscal years ended June 30, 2007, 2008, 2009 and 2010 will be approximately $0, $7,000, $2.1 million and $33.5 million, respectively.

We will reevaluate the classification of the stock and warrants in each period to determine if reclassification is necessary. Our obligation to the Series E Preferred Stockholders, should they choose to redeem the stock at or after the redemption date is $27.4 million plus accrued but unpaid dividends.

A material relationship exists between certain of the Series E investors and the Company. Specifically, each of M/C Venture Partners V, L.P. and its affiliates (collectively, “M/C Venture Partners”), Special Situations Fund III, L.P. and its affiliates , Pathfinder Ventures IV, L.L.C. and its affiliates and William Y. Tauscher, the Company’s Chief Executive Officer, President and Chairman of the Board, own shares of the Company’s common stock. LG-Nortel Co., Ltd. is the primary supplier of the products sold in the Vodavi business. Additionally, Peter Bailey, through West Laurelhurst LLC, and Scott Pickett are Series E Investors and executive officers of the Company. Mr. Bailey is a Senior Vice President of the Company and Mr. Pickett is the Company’s Chief Technology Officer.

(9) SHAREHOLDERS’ EQUITY

On September 28, 2004 and October 1, 2004, we sold a total of 24,159,468 shares of our common stock at a per share purchase price of $1.1386 to several investors including M/C Venture Partners, under the terms of the 2004 Stock Purchase Agreement and on September 28, 2005, we sold a total of 11,329,785 shares of common stock at a per share purchase price of $1.1386, under the terms of the 2005 Stock Purchase Agreement. As a result of these and previous financings, we entered into arrangements with certain parties to register shares of our common stock.

The Company is currently liable for liquidated damages to the 2005 investors and the 2004 investors because the registration statement has not been declared effective. As a result, the Company must pay as liquidated damages to the 2005 investors and the 2004 investors, for each 30-day period of a default, an amount in cash equal to 1% of the aggregate purchase price paid by the Investors; provided that in no event will the aggregate amount of cash to be paid as liquidated damages exceed 9% of the aggregate purchase price paid by each Investor. As of September 30, 2007, the Company has accrued the full 9% ($2.2 million) in liquidated damages.

(10) COMPUTATION OF NET LOSS PER SHARE

Net loss per basic and diluted share are based upon the weighted average number of common shares outstanding. Common equivalent shares, consisting of outstanding stock options, convertible preferred shares and warrants to purchase common stock are included in the diluted per share calculations where the effect of their inclusion would be dilutive. Common stock equivalents have been excluded for all periods presented as they are antidilutive.


	Three Months Ended September 30,
	2007	2006
Antidilutive potential common shares excluded from net loss per share (thousands)	108,772	11,236

(11) GUARANTEES

We are subject to lawsuits and other claims arising in the ordinary course of our operations. In the opinion of management, based on consultation with legal counsel, the effect of such matters will not have a material adverse effect on our financial position or results of operations.

We enter into standard indemnification agreements in our ordinary course of business. Pursuant to these

agreements, we indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally our business partners or customers, in connection with any patent or any copyright or other intellectual property infringement claim by any third party with respect to our products.

The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. Accordingly, we have no liabilities recorded for these agreements.

We warrant that our software products will perform in all material respects in accordance with our standard published specifications in effect at the time of delivery of the licensed products to the customer for 90 days. We warrant that our maintenance services will be performed consistent with generally accepted industry standards through completion of the agreed upon services. Additionally, we warrant that our hardware products will perform in all material respects in accordance with our standard published specifications in effect at the time of delivery of the products to the customer for the specified periods as per our warranty policies and agreement. We provide for the estimated cost of hardware product warranties based on specific warranty claims and claim history. If necessary, we would provide for the estimated cost of the software and services warranties based on specific warranty claims and claim history, however, we have never incurred any significant expenses under our product or service warranties.

(12) SUBSEQUENT EVENTS

Item 2—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including, without limitation, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “expect,” “intend,” “may,” “would,” “could,” “plan,” “seek,” “potential,” “continue,” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, levels of activity, performance or achievements. Factors that may cause actual results to differ materially from current expectations, which we describe in more detail elsewhere in this Quarterly Report on Form 10-Q under the heading Item 1-A “Risk Factors,” include, but are not limited to:

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failure to increase the sales of our products;

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continued inability to achieve profitability;

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the loss of any of our key customers;

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failure to successfully integrate the operations of Vodavi into our business;

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the introduction of competitive products, including other software- or server-based phone systems;

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slower than expected development of the software- or server-based phone system market or any event that causes software- or server-based phone systems to be less attractive to customers;

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deteriorating financial performance;

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failure to protect our intellectual property;

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failure to achieve the anticipated benefits from our acquisitions of Vodavi, Comdial and Vertical Networks, including, without limitation, failing to obtain the desired benefits for the Company’s dealers and customers;

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failure to retain our rights to certain patents that we acquired through a license agreement resulting from the Vertical Networks Acquisition;

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the assumptions about the future performance of the Vodavi operations may prove to be incorrect;

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the inability to achieve the desired synergies and economies of scale after the acquisition of Vodavi;

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the inability to become a significant player within the IP-PBX telephony market.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. Any forward-looking statement you read in this Quarterly Report on Form 10-Q reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Critical Accounting Policies

Revenue Recognition

The Company recognizes revenue for the sale of its InstantOffice and TeleVantage products pursuant to Statement of Position (SOP) 97-2, Software Revenue Recognition, and SOP 98-9, Software Revenue Recognition With Respect to Certain Transactions. For revenue generated by the sale of Comdial products, where the Company has determined that the software is incidental, the Company follows Staff Accounting Bulletin (SAB) 104, Revenue Recognition. Generally, the Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, the product has been shipped or the services have been provided to the customer, the sales price is fixed or determinable and collectability is reasonably assured. The Company reduces revenue for estimated customer returns, rotations and sales rebates when such amounts are estimable. When not estimable, the Company defers revenue until the product is sold to the end customer or the customer’s rights expire. As part of its product sales price, the Company provides telephone support, which is generally utilized by the customer shortly after the sale. The cost of the phone support is not significant but is accrued in the financial statement. In addition to the aforementioned general policy, the following are the specific revenue recognition policies for each major category of revenue.

The Company defers revenue on shipments to Toshiba until the product is resold by Toshiba to its customers. The deferral of revenue is due to the Company’s inability to reasonably estimate potential future stock rotations resulting from future product releases and their effect on future revenue as Toshiba purchases the TeleVantage software and license keys in bulk amounts and maintains an inventory for future sales to customers. For all other TeleVantage license sales, assuming that all other revenue recognition criteria have been met, revenue is recognized at the time of delivery of the software to the customer.

Revenue from delivered elements of one-time charge licensed software is recognized at the inception of the license term using the residual method, provided we have vendor-specific objective evidence (“VSOE”) of the fair value of each undelivered element. Revenue is deferred for the fair value of the undelivered elements based upon the price of these elements when sold separately. Revenue is also deferred for the entire arrangement if VSOE does not exist for each undelivered contract element. Examples of undelivered elements in which the timing of delivery is uncertain include contractual elements that give customers rights to any future upgrades at no additional charge or future maintenance that is provided within the overall price. The revenue that is deferred for any contract element is recognized when all of the revenue recognition criteria have been met for that element. Revenue for annual software subscriptions is recognized ratably over the length of the software subscription. Certain contracts for the sale of telephone systems acquired with Vertical Networks in September 2004 were determined to be bundled with software subscriptions with lengths of up to five years from the date of acquisition. The revenue and cost of sales of the systems under these contracts have been deferred and will be amortized ratably over the length of the associated software subscription, as the Company does not have VSOE for these subscription agreements.

Due to the lengthy period of time over which we amortize the revenue and cost of goods sold related to these systems, the revenue and cost of goods sold we report in any one period excludes most of the revenue and cost of goods sold relating to shipments in that period and includes revenue and costs of goods sold relating to shipments made in prior periods. As a result, our reported revenue and costs of good sold may not necessarily be indicative of our ability to generate customer orders in a particular period. The difference between reported revenue and costs of goods sold and customer orders in any period could be either positive or negative, and cannot be reliably predicted from period to period. The following tables demonstrate this effect by showing the amount of revenue, cost of goods sold and gross profit from systems shipped during the quarters ended September 30, 2007 and 2006 that was deferred at each quarter end (in thousands).


	Deferred Revenue		Deferred Cost of Goods Sold		Deferred Gross Profit
September 30, 2007	$	490	$	273	$	217
September 30, 2006		1,881		843		1,038

The following table details the amount of revenue, cost of goods sold and gross profit from systems shipped during prior reporting periods that was recognized at each quarter end for the three month periods ended September 30, 2007 and 2006 (in thousands).


	Recognition of Revenue Deferred in Prior Period		Recognition of Cost of Goods Sold Deferred in Prior Period		Recognition of Gross Profit Deferred in Prior Period
September 30, 2007	$	2,001	$	1,112	$	889
September 30, 2006		2,044		1,121		923

As a result of the significant revenue and cost of goods sold deferral related to current period shipments of systems, the revenue and cost of goods sold reflected in our Condensed Consolidated Financial Statements may not be indicative of our ability to generate sales of our product into the marketplace in the current period. Likewise, recognition in the current or a future period of revenue and cost of goods sold related to shipments of systems that occurred in prior years may cause the impression in the future that we are generating a higher volume of sales of our telephone systems into the market in that period than is the case.

Revenue from time and material service contracts is recognized as the services are provided. Revenue from fixed price, long-term service or development contracts is recognized over the contract term, using a proportional performance mode, based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract. Losses on fixed price contracts are recognized during the period in which the loss first becomes apparent.

Warranty

In many cases, we provide a one-year limited warranty to our customers, including repair or replacement of defective equipment. For certain product lines and customers, we offer longer warranty periods or extended warranties. Our contract manufacturing partners are responsible for the first year of the warranty repair work. We provide for the estimated cost of product warranties at the time the revenue is recognized. We calculate our warranty liability based on historical product return rates and estimated average repair costs. While we engage in various product quality programs and processes, our warranty obligation may be affected by product failure rates and the ability of our contract manufacturers to satisfy warranty claims. The outcome of these items could differ from our estimates and revisions to the warranty estimates could be required.

Accounts Receivable

We provide allowances for doubtful accounts for estimated losses from the inability of our customers to satisfy their accounts as originally contemplated at the time of sale. We calculate these allowances based on the detailed review of certain individual customer accounts, historical collection rates and our estimation of the overall economic conditions affecting our customer base. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

We also provide reserves for returns and sales incentives to reduce revenue and accounts receivable for product returns and other credits we may grant to customers. Such reserves are recorded at the time of sale and are calculated based on the historical information (such as rates of product returns) and the specific terms of sales programs, taking into account any other known information about likely customer behavior. If actual customer behavior differs from our expectations, additional reserves may be required. Also, if we determine that we can no longer accurately estimate amounts for returns and sales incentives, we would not be able recognize revenue until the customers exercise their rights, or such rights lapse, whichever is later.

Inventory

We measure our inventories at lower of cost, on a first-in first-out (“FIFO”) basis, or market. We also provide allowances for excess and obsolete inventory equal to the difference between the cost of our inventory and the estimated

market value based upon assumptions about product life cycles, product demand and market conditions. If actual product life cycles, product demand or market conditions are less favorable than those projected by management, additional inventory allowances or write-downs may be required.

Long-lived Assets, including Goodwill and Other Intangibles

Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”) establishes a single accounting model for long-lived assets to be disposed of by sale. For long-lived assets that are held for use, when circumstances suggest that there may be an impairment, we compare the forecasted undiscounted net cash flows to the carrying amount. If the long-lived asset is determined to be unable to recover the carrying amount, then it is written down to fair value. A considerable amount of judgment is required in calculating this impairment charge, principally in determining financial forecasts. Unanticipated changes in market conditions could have a material impact on our projected cash flows. Differences in actual cash flows as compared to the projected cash flows could require us to record an impairment.

SFAS No. 142, “Goodwill and Other Intangible Assets” includes requirements to test goodwill and indefinite lived intangible assets for impairment rather than amortize them. Goodwill and other indefinite lived intangible assets must be tested for impairment on at least an annual basis. Our goodwill resulting from our acquisitions of Vertical Networks and Comdial will be tested annually. Although the goodwill was deemed to not be impaired when it was tested in 2006, there can be no assurances that subsequent reviews will not result in material impairment charges. A considerable amount of judgment is required in calculating this impairment analysis, principally in determining discount rates, financial forecasts and allocation methodology. Unanticipated changes in market conditions could have a material impact on our projected cash flows. Differences in actual cash flows as compared to the projected discounted cash flows could require us to record an impairment loss.

Summary

The following is a summary of the areas that management believes are important in understanding the results of the fiscal first quarter ended September 30, 2007. This summary is not a substitute for the detail provided in the following pages or for the condensed consolidated financial statements and notes that appear elsewhere in this document.

Revenues

We derive revenues primarily from sales of our hardware and software products. The timing and amount of our net revenues has been, and is expected to continue to be, influenced by a number of factors, including the following:

•

Product design, including our hardware, software and our bundled hardware and services where applicable;

•

The demand for our current products;

•

Requirements of generally accepted accounting principles for deferral of certain product sales when combined with long-term maintenance services;

•

Acquisitions made by us, such as the acquisitions of the assets of Vertical Networks, Comdial and Vodavi;

•

The length of our sales cycle; and

•

Budgeting cycles of our customers.

Cost of Sales

Cost of sales is generally comprised of materials, manufacturing, shipping and repair of our products. Prior to the acquisitions of Vertical Networks, Comdial and Vodavi, cost of sales consisted primarily of materials for a limited amount of shrink wrap product including software CDs and manuals and also small amounts of amortization of purchased technology. As a result of the acquisitions of Vertical Networks, Comdial and Vodavi, cost of sales increased substantially due to the hardware costs associated with sales of the InstantOffice, Comdial and Vodavi product lines and due to additional amortization of technology-based intangible assets associated with the acquisitions.

Cost of sales also includes royalties paid to third parties.

Operating Expenses

Our operating expenses are comprised of:

•

Sales and marketing costs, which consist primarily of salaries and employee benefits for sales and marketing employees, travel, advertising, tradeshows and various other marketing programs;

•

Product development costs, which consist primarily of salaries and employee benefits for engineering and technical personnel;

•

General and administrative expenses, which generally represent salaries and employee benefits costs of executive, administrative, operations, finance, human resource and IT personnel, as well as professional fees, insurance costs, consulting fees and administrative expenses;

•

Stock-based, non-cash compensation expense;

•

Amortization of intangible assets acquired from Vertical Networks, Comdial and Vodavi; and

•

Depreciation.

Results of Operations

Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006

Net Revenue

Net revenue was $19.7 million for the quarter ended September 30, 2007, representing an increase of 23.9% from $15.9 million for the quarter ended September 30, 2006. The increase in net revenue is primarily attributable to the acquisition of Vodavi, which was completed on December 1, 2006.

We distribute our products both domestically and internationally. International product revenue was $0.3 million, or 2% of total revenue, for the three months ended September 30, 2007 and $0.5 million, or 3% of total revenue, for the three months ended September 30, 2006.

Gross Profit


	Three Months Ended
	September 30, 2007			September 30, 2006			Change
Gross Profit	$	8,978		$	8,116		$	862
% of Net Revenue		46	%		51	%

The decrease in gross profit as a percentage of net revenue for the quarter ended September 30, 2007, compared to the corresponding period ended September 30, 2006, was due primarily to the acquisition of Vodavi, which was completed on December 1, 2006. The Vodavi operations includes lower margin product hardware sales.

Operating Expenses


	Three Months Ended
	September 30, 2007			September 30, 2006			Change
Sales and Marketing	$	4,984		$	3,630		37	%
% of Net Revenue		25	%		23	%
Product Development	$	3,763		$	3,070		23	%
% of Net Revenue		19	%		19	%
General and Administrative	$	3,948		$	4,097		(4	)%
% of Net Revenue		20	%		26	%
Total Operating Expenses (including amortization of intangibles)	$	13,304		$	11,104		20	%
% of Net Revenue		68	%		70	%

Sales and Marketing

The increase in sales and marketing expense for the three months ended September 30, 2007, compared to the corresponding period ended September 30, 2006 was due to increased personnel and travel expenses as a result of the acquisition of Vodavi and to increased marketing expenditures to promote our new product lines. For the three months ended September 30, 2007, sales and marketing expenses increased by $1.4 million, and their costs as a percentage of revenue increased from 23% to 25%. The Company employed 114 sales and marketing personnel throughout the quarter ended September 30, 2007. The Company employed 79 sales and marketing personnel throughout the quarter ended September 30, 2006.

Product Development

The increase in product development expenses for the three months ended September 30, 2007, compared to the corresponding period ended September 30, 2006, was due primarily to increased personnel expenses. For the three months ended September 30, 2007, product development expense increased by $0.7 million, whereas their costs as a percentage of revenue remained the same. This is primarily a result of the increase in revenue due to the acquisition of Vodavi. The Company employed 97 product development personnel throughout the quarter ended September 30, 2007. The Company employed 68 product development personnel throughout the quarter ended September 30, 2006.

General and Administrative

The decrease in general and administrative expenses for the three months ended September 30, 2007, compared to the corresponding period ended September 30, 2006, was due primarily to the liquidated damages of $0.6 million that were accrued in the quarter ended September 30, 2006 (see below) offset by increases in personnel, travel and occupancy expenses as a result of the acquisition of Vodavi. For the three months ended September 30, 2007, general and administrative expense decreased $0.1 million, and their costs as a percentage of revenue decreased from 26% to 20% as compared with the same period ended September 30, 2006. This is primarily a result of the increase in revenue attributable to sales of the Vodavi products. The Company employed 51 general and administrative personnel throughout the quarter ended September 30, 2007. The Company employed 43 general and administrative personnel throughout the quarter ended September 30, 2006.

General and Administrative expense includes liquidated damages that we accrued related to the 2004 Stock Purchase Agreement, the 2005 Stock Purchase Agreement and the 2006 Securities Purchase Agreement. No liquidated damages were recorded for the quarter ended September 30, 2007 compared with $613,000 accrued for the quarter ended September 30, 2006.

Operating Loss

For the quarter ended September 30, 2007, our operating loss increased $1.3 million, or 45 percent, to ($4.3) million on revenue of $19.7 million, from an operating loss of ($3.0) million on revenue of $15.9 million for the quarter ended September 30, 2006. As discussed above, the factors affecting this increase in operating loss were a $0.9 million increase in gross profit offset by a $2.2 million increase in operating expense, both primarily a result of the acquisition of Vodavi.

Included in the operating loss are non-cash compensation expense related to stock option grants of $1.6 million in the quarter ended September 30, 2007 compared with $1.0 million in the quarter ended September 30, 2006 and depreciation and amortization (for other than the acquired intangibles) expense of $0.3 million in the quarter ended September 30, 2007 compared with $0.4 million in the quarter ended September 30, 2006.

As mentioned above under the caption Revenue Recognition, we defer a portion of the revenue and cost of goods sold related to current period shipments while recognizing revenue and cost of goods sold from shipments in prior periods.

Interest Expense

Interest expense for the quarter ended September 30, 2007 was $0.6 million compared with $0.2 in the same quarter of 2006. The increase in interest expense relates to debt instruments incurred in order to finance the Vodavi acquisition.

Income Tax Expense

While we incurred net losses in the quarters ended September 30, 2007 and 2006, we recorded a deferred tax provision associated with the goodwill created and intangibles acquired with the Vertical Networks and Comdial acquisitions. In the quarter ended September 30, 2007 we recorded a deferred tax benefit and corresponding reduction in the liability arising from timing differences associated with not amortizing intangibles for income tax purposes. The effective tax rate utilized for the provision was 40 percent.

Financial Condition, Liquidity And Capital Resources

Despite the overall decrease in our operating expenses as a percentage of revenue, we will be required to carefully manage our expenses to maximize our liquidity. We are continuing to review our integration plans and expect to continue to reduce expenses as we reduce redundancies and streamline our operations.


	Positions at
	September 30, 2007	June 30, 2007	Change
Cash and cash equivalents	5,467	8,019	(2,552	)
Working capital (excl. restricted cash)	1,257	4,841	(3,584	)


	Three Months Ended September 30, 2007		Three Months Ended September 30, 2006		Difference
Cash (used in) provided by operating activities	(1,233	)	487		1,720
Cash used in investing activities	(1,041	)	(65	)	976
Cash used in financing activities	(286	)	(3,628	)	(3,342	)

Net cash flows used in operating activities were $1.2 million during the three months ended September 30, 2007. The cash used in operating activities was due primarily to a net loss of $4.9 million, offset by depreciation and amortization of $1.1 million, $1.6 million relating to a non-cash compensation charge and a decrease of $0.8 million in prepaid costs.

Working capital, consisting of total current assets minus current liabilities, was $1.3 million at September 30, 2007. This compared to working capital of $4.8 million at June 30, 2007, representing an decrease of $3.6 million. The decrease in working capital at September 30, 2007 is primarily due to the $2.6 million decrease in cash.

We have incurred losses and negative or minimal positive cash flows from operations in every fiscal period since 1996 and have an accumulated deficit, including non-cash equity charges, of $96.4 million as of September 30, 2007. For the three months ended September 30, 2007 we incurred a net loss of approximately $4.9 million, which includes cash flows from operations of approximately ($1.2) million. Our management expects that operating losses will continue in the near future. We anticipate that we will meet our anticipated cash requirements for the next twelve months. A change in circumstance, such as a reduction in the demand for our products could necessitate that we seek additional debt or equity capital or take actions to reduce our operating costs to levels that can be supported by our available cash. Such additional financings may not be available on terms acceptable to us, or at all, and may significantly affect our stockholders, including for example, by substantially diluting their ownership interest.

Significant Financing Arrangements

February 2006 Financing. On February 9, 2006, the Company completed the sale (the “Series D Financing”) of 5,000 shares of its newly designated Series D Convertible Preferred Stock and warrants to purchase an aggregate of 1,041,667 shares of the Company’s Common Stock pursuant to a Securities Purchase Agreement between the Company and certain investors. The aggregate proceeds to the Company from the Series D Financing was $5.0 million and were used to fund ongoing operations.

October and December 2006 Financing. On October 18, 2006, the Company entered into the Credit Agreement with Columbia Partners, L.L.C. Investment Management (“Investment Manager”), and NEIPF, L.P. (“Lender”), pursuant to which the Company issued (i) a senior secured promissory note payable to Lender in the principal amount of $10.0 million (the “Initial Bridge Note”) ; and (ii) a senior secured promissory note payable to Lender in the principal amount of $15.0 million (the “Term Note”). The Initial Bridge Note was issued on October 18, 2006 and was payable in full on July 1, 2007. The Term Note was issued on December 1, 2006 in the amount of $15.0 million and is payable in full on October 17, 2009. The Initial Bridge Note was extinguished in May 2007.

On December 1, 2006, the Company completed the sale (the “Series E Financing”) of 27,400 shares of its Series E Convertible Preferred Stock, par value $1.00 per share (the “Series E Preferred Stock”) and warrants to purchase an aggregate of 25,849,059 shares (the “Series E Warrants”) of the Company’s common stock pursuant to the Amended and Restated Securities Purchase Agreement between the Company and certain investors (the “Series E Investors”) (the “Series E Securities Purchase Agreement”). The aggregate proceeds to the Company from the Series E Financing was $27.4 million.

The Company used the proceeds of the Initial Bridge Note to extinguish the Term Loan and the Revolving Loan and to fund working capital requirements. The proceeds of the Term Note and the Series E Financing were used in the acquisition of Vodavi.

Silicon Valley Bank Line of Credit. On May 25, 2007, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (“SVB”) providing for a line of credit of up to $10,000,000 (the “Line of Credit”). The Line of Credit matures and the principal balance thereof is payable in full, on May 24, 2009. Borrowing availability under the Line of Credit is based on the existence of stipulated percentages of the Company’s eligible accounts receivable and inventory and is also subject to an additional $2,000,000 collateral reserve requirement established by SVB.

On October 15, 2007, the Company entered into amendments to the Credit Agreement and the Loan Agreement effective as of September 30, 2007, which modified certain of the financial covenants. The minimum cash or borrowing availability requirement was reduced to a range of $3.6 million to $4.4 million for defined periods in fiscal 2008. In addition, the minimum EBITDA requirement for the quarter ended September 30, 2007 was eliminated and for the subsequent quarters in fiscal 2008 was reset to ($0.9) million, ($0.6) million and $1.1 million, respectively. Beginning with the trailing three month period ended September 30, 2008, and for each quarter thereafter, the Company must maintain a minimum EBITDA of $1.00. In addition, the minimum revenue covenant for the quarter ended September 30, 2007 was eliminated and for the subsequent quarters in fiscal 2008 was reset to $20.5 million, $20.4 million and $22.7 million, respectively. We may be required to raise an additional $5.0 million of equity capital if we are unable to remain in compliance with these amended covenants. See Note 8 to the Consolidated Financial Statements for additional detail regarding the changes in these covenants.

Contractual Obligations


(in thousands)	Payment due by Period
Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Debt Obligations (1)	22,794	—	22,794	—	—
Operating Lease Obligations (2)	6,880	1,657	3,457	1,766	—
Open Purchase Order Commitments (3)	17,488	17,010	478	—	—

Total	47,162	18,667	26,729	1,766	—

(1)	Debt obligations include a revolving credit facility with SVB, a term loan with Columbia Partners and capital equipment leases.

(2)	The Company leases office, product packaging, storage space and equipment warehouses under noncancelable operating lease agreements expiring through 2012.

(3)	We outsource substantially all of our manufacturing requirements. As of September 30, 2007, we have outstanding purchase obligations of approximately $47.2 million with our contract manufacturers that could not be canceled without significant penalties.

Item 3.—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk. During the normal course of business we are routinely subjected to a variety of market risks, examples of which include, but are not limited to, interest rate movements and collectability of accounts receivable. We currently assess these risks and have established policies and practices to protect against the adverse effects of these and other potential exposures. Although we do not anticipate any material losses in these risk areas, no assurances can be made that material losses will not be incurred in these areas in the future.

Interest Rate Risk. We may be exposed to interest rate risk on certain of our cash equivalents. The value of certain of our investments may be adversely affected in a rising interest rate investment environment. Although we do not anticipate any material losses from such a movement in interest rates, no assurances can be made that material losses will not be incurred in the future.

Item 4.—CONTROLS AND PROCEDURES

“Disclosure Controls and Procedures” are defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as the controls and procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time period specified by the SEC’s rules and forms. Disclosure Controls and Procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including our principle executive and principal financial officers, to allow for timely decisions regarding required disclosure.

We have endeavored to design our Disclosure Controls and Procedures and Internal Controls Over Financial Reporting to provide reasonable assurances that their objectives will be met. However, management and our audit committee do not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud or a material weakness. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. All control systems are subject to inherent limitations, such as resource constraints, the possibility of human error, lack of knowledge or awareness, and the possibility of intentional circumvention of these controls. Furthermore, the design of any control system is based, in part, upon assumptions about the likelihood of future events, which assumptions may ultimately prove to be incorrect. As a result, we cannot assure you our control system will detect every error or instance of fraudulent conduct, including an error or instance of fraudulent conduct that could have a material adverse impact on our operations or results.

Evaluation of Disclosure Controls and Procedures.

As of September 30, 2007, our management, with the participation of our Audit Committee, Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our Disclosure Controls and Procedures. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2007, the design and operation of these disclosure controls and procedures were effective during the quarter ended September 30, 2007.

Changes in Internal Control Over Financial Reporting.

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2007, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1—Legal Proceedings

From time to time we are involved in various claims and other legal proceedings which arise in the normal course of our business. Such matters are subject to many uncertainties and outcomes that are not predictable. However, based on the information available to us and after discussions with legal counsel, we do not believe any such proceedings will have a material adverse effect on our business, results of operations, financial position or liquidity. We cannot provide assurance, however that damages that result in a material adverse effect on our financial position or results of operations will be not be imposed in these matters.

Item 1A—Risk Factors

There are no material changes from risk factors as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended June 30, 2007, filed with the SEC on October 15, 2007 as amended on Form 10-K/A on October 29, 2007.

Item 6—EXHIBITS


Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.


		VERTICAL COMMUNICATIONS, INC.

Dated: November 19, 2007		/s/ William Y. Tauscher
		William Y. Tauscher
		Chief Executive Officer and Chairman of the Board

Dated: November 19, 2007		/s/ Kenneth M. Clinebell
		Kenneth M. Clinebell
		Chief Financial Officer (Principal Financial Officer and Chief Accounting Officer)

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