UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended March 31, 2004

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

For the transition period from to .

Commission File No.: 000-20698

BROOKTROUT, INC.

(Exact Name of Registrant as Specified in Its Charter)

MASSACHUSETTS		04-2814792
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

250 FIRST AVENUE, NEEDHAM, MASSACHUSETTS 02494
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 449-4100

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 ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o

As of April 30, 2004, 13,065,082 shares of common stock, $.01 par value per share, were outstanding.

BROOKTROUT, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2004

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION		3
Item 1.	Condensed Consolidated Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003	3
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2004 and March 31, 2003	4
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2004 and March 31, 2003	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and March 31, 2003	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Overview	12
	Application of Critical Accounting Policies	12
	Results of Operations	13
	Liquidity and Capital Resources	15
	Factors That May Affect Future Results	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

PART II OTHER INFORMATION		24
Item 2.	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities	24
Item 6.	Exhibits and Reports on Form 8-K	24
	Signatures	25
	Exhibit Index	26

“BROOKTROUT” and the “NEW NETWORK” are trademarks or registered trademarks of Brooktrout, Inc.

PART I FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

BROOKTROUT, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

	March 31, 2004			December 31, 2003
Assets
Current assets:
Cash and cash equivalents	$	28,724		$	28,081
Marketable debt securities	29,723			27,869
Accounts receivable (less allowances for doubtful accounts and sales returns of $897 at March 31, 2004 and $843 at December 31, 2003)	9,874			10,232
Inventory	5,041			4,465
Income tax receivable	184			433
Deferred tax assets	3,661			3,830
Prepaid expenses and other current assets	1,979			2,354

Total current assets	79,186			77,264

Equipment and furniture, less accumulated depreciation	2,266			2,245
Deferred tax assets	9,413			9,413
Intangible assets, less accumulated amortization	5,606			5,909
Other assets, less accumulated amortization	2,177			1,748

Total assets	$	98,648		$	96,579
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	4,826		$	5,350
Accrued expenses	4,797			5,128
Accrued compensation and commissions	2,398			2,405
Accrued warranty costs	1,161			1,138
Customer deposits	812			758

Total current liabilities	13,994			14,779

Deferred rent	141			146

Total liabilities	14,135			14,925

Commitments and contingencies (Note 7)

Stockholders’ equity:
Preferred stock, $1.00 par value; authorized 100,000 shares; issued and outstanding, none	—			—
Common stock, $0.01 par value; authorized 40,000,000 shares; issued 13,308,957 at March 31, 2004 and 12,937,019 at December 31, 2003	133			129
Additional paid-in capital	70,946			68,270
Accumulated other comprehensive loss	(44		)	(45		)
Notes receivable — officers	(9,845		)	(9,845		)
Retained earnings	27,124			26,942
Treasury stock, 260,629 shares at March 31, 2004 and 260,386 shares at December 31, 2003, at cost	(3,801		)	(3,797		)

Total stockholders’ equity	84,513			81,654
Total liabilities and stockholders’ equity	$	98,648		$	96,579

See notes to unaudited condensed consolidated financial statements.

BROOKTROUT, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	Three Months Ended March 31,
	2004		2003
Revenue	$	18,693	$	15,534

Costs and expenses:
Cost of product sold	5,968		6,330
Research and development	4,485		4,586
Selling, general and administrative	8,118		7,269

Total costs and expenses	18,571		18,185

Operating income (loss)	122		(2,651		)

Other income, net	182		200

Income (loss) before income taxes	304		(2,451		)

Income tax provision (benefit)	122		(788		)

Net income (loss)	$	182	$	(1,663	)

Income (loss) per common share:
Net income (loss), basic and diluted	$	0.01	$	(0.14	)
Weighted average shares outstanding:
Basic	12,854		12,282
Diluted	14,305		12,282

See notes to unaudited condensed consolidated financial statements.

BROOKTROUT, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
(in thousands)

	Three Months Ended March 31,
	2004			2003
Net income (loss)	$	182		$	(1,663	)
Unrealized (losses) gains on marketable debt securities, net of applicable taxes	(3		)	47
Foreign currency translation adjustments	4			—
Total other comprehensive income	1			47
Comprehensive income (loss)	$	183		$	(1,616	)

See notes to unaudited condensed consolidated financial statements.

BROOKTROUT, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(in thousands)

	Three Months Ended March 31,
	2004			2003
Cash flows from operating activities:
Net income (loss)	$	182		$	(1,663	)
Adjustments to reconcile net income (loss) to cash from operating activities:
Deferred income taxes	174			—
Provision for doubtful accounts and sales returns	62			95
Depreciation and amortization	612			895
Amortization of purchased and licensed technology	162			165
Inventory obsolescence expense	89			362
Increase (decrease) in cash from changes in:
Accounts receivable	296			1,479
Inventory	(665		)	272
Prepaid expenses and other assets	607			4,903
Current and other liabilities	(781		)	(2,370		)

Cash flows from operating activities	738			4,138

Cash flows from investing activities:
Sales and maturities of marketable debt securities	10,322			3,669
Purchases of marketable debt securities	(12,173		)	(9,351		)
Expenditures for equipment and furniture	(330		)	(83		)
Purchased and licensed technology	(590		)	—

Cash flows from investing activities	(2,771		)	(5,765		)

Cash flows from financing activities:
Exercises of stock options	2,676			25

Cash flows from financing activities	2,676			25

Increase (decrease) in cash and cash equivalents	643			(1,602		)
Cash and cash equivalents, beginning of period	28,081			23,685

Cash and cash equivalents, end of period	$	28,724		$	22,083

Supplemental schedule of cash flow information:
Tax refunds received	$	323		$	6,040
Tax payments	$	31		$	13
Non-cash activities:
Common stock received for exercise of stock options	$	4		$	—

See notes to unaudited condensed consolidated financial statements.

BROOKTROUT, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Summary of Significant Accounting Policies and Practices

(a) Description of Business

Brooktrout, Inc. (the “Company” or “Brooktrout”) develops, manufactures and sells software and hardware products that enable the development of communications systems and services. The Company sells its products to system vendors, service providers, enterprise customers, original equipment manufacturers, and value-added resellers, both domestically and internationally, through a direct sales force and a two-tiered distribution system. The Company’s operations consist of one reportable segment.

(b) Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the interim periods presented. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The operating results for the interim periods presented are not necessarily indicative of the results that could be expected for the full year.

(c) Use of Estimates

Accounting policies, methods and estimates are an integral part of the condensed consolidated financial statements and are based upon management’s current judgments. These policies, methods, and estimates affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The judgments made by management are based on their knowledge and experience with regard to past and current events and assumptions about future events that are believed to be reasonable under the circumstances. Management evaluates these estimates and assumptions and adjusts them if expectations concerning events, including future events, affecting them differ markedly from their original expectations.

(d) Revenue Recognition

Revenue from product sales is recognized upon shipment to the customer (which constitutes delivery), provided that persuasive evidence of an arrangement exists, the fee is fixed or determinable, and collection is reasonably assured. To the extent that one or more of these conditions are not met, which has occurred from time to time, revenue is deferred until such time as all four criteria are met. Revenue from sales to certain distributors is recognized on a “sell-through” basis, that is, when the distributors report to the Company that resale of the product to the ultimate customer of the distributor has occurred. If the Company receives a payment from a customer prior to meeting all of the revenue recognition criteria, the payment is recorded as a customer deposit or deferred revenue. The Company records a provision for estimated sales returns and allowances on product sales in the same period as the related revenue is recorded. These estimates are based on historical sales returns, analysis of credit memo data and other known factors.

(e) Warranties

The Company provides warranties on its products for periods of up to five years. Provisions are made at the time revenue is recognized for the cost of fulfilling these commitments. Actual costs of fulfilling these warranty obligations have been within amounts estimated and provided.

BROOKTROUT, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

(f) Concentration of Credit Risk

The Company sells its products to various customers in the high technology industry. The Company generally requires no collateral. To reduce credit risk, the Company performs credit evaluations of its customers. The Company maintains allowances for doubtful accounts for estimated losses resulting from its customers’ inability to make required payments. At March 31, 2004 and December 31, 2003, 15% and 22%, respectively, of the Company’s accounts receivable were from one customer. Accounts receivable from a second customer represented 11% of the Company’s accounts receivable at both March 31, 2004 and December 31, 2003.

(g) Stock-Based Compensation

The Company uses the intrinsic value method to measure compensation expense associated with the grants of stock options or awards to employees. The Company accounts for stock options and awards to non-employees using the fair value method.

Under the intrinsic value method, compensation associated with stock awards to employees is determined as the excess, if any, of the current fair value of the underlying common stock on the date compensation is measured over the price an employee must pay to exercise the award. The measurement date for employee awards is generally the date of grant. Under the fair value method, compensation associated with stock awards to non-employees is determined based on the estimated fair value of the award itself, measured using either current market data or an established option pricing model. The measurement date for non-employee awards is generally the date that performance of services is complete.

Had the Company used the fair value method to measure compensation related to stock awards to employees, reported net income (loss) and net loss per share would have been as follows:

(in thousands, except per share data)	Three Months Ended March 31,
	2004			2003

Net income (loss), as reported	$	182		$	(1,663	)
Stock-based compensation expense recorded	—			—
Pro forma stock-based compensation expense, net of tax	(1,387		)	(934		)

Net loss, pro forma	$	(1,205	)	$	(2,597	)

Basic and diluted net loss per common share, pro forma	$	(0.09	)	$	(0.21	)

Basic weighted average shares outstanding were used in calculating the pro forma net loss per common share since the use of diluted weighted average shares would have had an anti-dilutive effect.

For purposes of determining the disclosures provided above, the fair value of options on their grant date is measured using the Black-Scholes option-pricing model. Key assumptions used to apply this pricing model were as follows:

	Three Months Ended March 31,
	2004		2003
Risk-free interest rate	3.2	%	2.5	%
Expected life of option grants (years)	5.6		4.3
Expected volatility of underlying stock	85	%	43	%

The estimated weighted average fair value of option grants made during the three months ended March 31, 2004 and 2003 was $12.16 and $1.98, respectively, per option.

BROOKTROUT, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

(h) Earnings Per Share

Basic earnings per common share is computed using the weighted average number of common shares outstanding during each period. Diluted earnings per common share is calculated by dividing the net income by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive securities had been issued, using the treasury method. For the three months ended March 31, 2004, the weighted average shares used for computing diluted earnings per share included 1,451,000 shares that represent the additional potentially dilutive common shares that would have been outstanding if exercised as of that date using the treasury method.

A reconciliation of weighted average shares used for the basic and diluted computations is as follows:

	Three Months Ended March 31,
	2004	2003

Weighted average shares for basic	12,854,000	12,282,000
Dilutive effect of stock options	1,451,000	—
Weighted average shares for diluted	14,305,000	12,282,000

Stock options to purchase 739,388 shares were excluded from the computation of diluted earnings per share in the three months ended March 31, 2004. Stock options to purchase 3,526,687 shares were excluded from the computation of diluted earnings per share in the three months ended March 31, 2003, because of their anti-dilutive effect.

(i) Reclassifications

Certain amounts in the 2003 unaudited condensed consolidated financial statements have been reclassified to conform to the 2004 presentation.

2. Marketable Debt Securities

Marketable debt securities consisted of the following:

	Amortized Cost		Unrealized Gains		Unrealized Losses			Market Value
	(in thousands)
March 31, 2004:
U.S. government notes and bonds	$	14,182	$	28	$	—		$	14,210
Corporate debt securities and foreign investments	15,500		19		(6		)	15,513

Total	$	29,682	$	47	$	(6	)	$	29,723

December 31, 2003:
U.S. government notes and bonds	$	13,789	$	22	$	(2	)	$	13,809
Corporate debt securities and foreign investments	14,042		27		(9		)	14,060

Total	$	27,831	$	49	$	(11	)	$	27,869

3. Inventory

The components of inventory, net of reserves, are as follows:

	March 31, 2004		December 31, 2003
	(in thousands)
Raw materials	$	1,020	$	569
Work in process	422		373
Finished goods	3,599		3,523

Total	$	5,041	$	4,465

BROOKTROUT, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

The following is a rollforward of reserves provided for inventory obsolescence:

	Three months ended March 31,
	2004			2003
	(in thousands)
Balance, beginning of the period	$	4,379		$	3,909
Provisions	89			362
Write offs	(398		)	(213		)

Balance, end of period	$	4,070		$	4,058

4. Intangible Assets and Other Assets

Intangible assets consisted of the following:

	March 31, 2004			December 31, 2003
	(in thousands)
Acquired technology	$	12,038		$	12,038
Customer base	1,264			1,264
Trademarks and other	1,273			1,273

Total intangible assets	14,575			14,575
Less: accumulated amortization	(8,969		)	(8,666		)

Intangible assets, net of amortization	$	5,606		$	5,909

Intangible asset amortization expense was $0.3 million and $0.4 million for the three months ended March 31, 2004 and 2003, respectively. All intangibles carried on the balance sheet are being amortized.

Amortization expense associated with these intangible assets for the years ending December 31 is anticipated to be as follows:

	Amortization Expense (in thousands)

Remainder of 2004	$	913
2005	1,216
2006	1,216
2007	1,216
2008	1,045

Other assets consisted of the following:

	March 31, 2004			December 31, 2003
	(in thousands)
Purchased and licensed technology	$	3,890		$	3,300
Deposits	309			308

Total other assets	4,199			3,608
Less: accumulated amortization of purchased technology	(2,022		)	(1,860		)

Other assets, net	$	2,177		$	1,748

Other asset amortization expense was $0.2 million in both the three months ended March 31, 2004 and 2003.

Total estimated amortization expense associated with these other assets for the years ending December 31 is anticipated to be as follows:

	Amortization Expense (in thousands)

Remainder of 2004	$	568
2005	555
2006	497
2007	248

BROOKTROUT, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

5. Valuation and Qualifying Accounts

Allowances for doubtful accounts and sales returns:

The following is a rollforward of allowances provided for doubtful accounts and sales returns:

	Three months ended March 31,
	2004			2003
	(in thousands)
Balance, beginning of the period	$	843		$	1,679
Provisions	62			95
Write offs and payments to customers	(8		)	(87		)

Balance, end of period	$	897		$	1,687

Accrued warranty costs:

The following is a rollforward of accrued warranty costs:

	Three months ended March 31,
	2004			2003
	(in thousands)
Balance, beginning of the period	$	1,138		$	1,060
Provisions for claims	76			61
Claims incurred	(53		)	(35		)

Balance, end of period	$	1,161		$	1,086

6. Segment Reporting

The Company’s operations consist of one reportable segment.

Major Customers—One customer accounted for approximately 16% and 14% of revenue for the quarters ended March 31, 2004 and 2003, respectively.

International Sales—International sales, principally exports from the United States, accounted for approximately 23% and 27% of revenue for the quarters ended March 31, 2004 and 2003, respectively.

7. Commitments and Contingencies

From time to time, the Company is a party to legal and other actions, which may include allegations of patent infringement made against us and/or our customers, that arise in the normal course of business. The Company, taking into account advice of counsel, does not currently believe the eventual outcome of any such pending or potential matters, including matters in which we may have an obligation on behalf of our customers, will have a material effect on the Company’s consolidated financial condition or results of operations.

8. Subsequent Events

On April 5, 2004, the Company completed its acquisition of the outstanding capital stock of SnowShore Networks, Inc. (“SnowShore”) for an aggregate purchase price of approximately $9.0 million in cash. The Company paid the purchase price from working capital, and will account for the acquisition as a purchase transaction. SnowShore, now a wholly owned subsidiary of the Company, is a provider of leading-edge voice over IP communications infrastructure products for the media server and media firewall markets. Immediately after the closing of the acquisition, SnowShore had 19 employees. The Company has hired a third party to perform a valuation review to assist with the purchase price allocations. The Company expects to record a one-time in-process research and development charge of approximately $2.3 million to $2.8 million in the second quarter of 2004.

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

The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes appearing elsewhere in this quarterly report and in our Annual Report on Form 10-K for the year ended December 31, 2003. The discussion contains forward-looking statements that involve known and unknown risks and uncertainties, including those set forth below under “Factors That May Affect Future Results.”

Overview

We develop software and hardware platforms that original equipment manufacturers, or OEMs, developers and corporate information technology managers build into their communications systems. Customers incorporate our products into applications, systems and services that allow voice, fax and data to be distributed over both Internet protocol, or IP, packet-based networks, which we refer to as the New Network, and the traditional circuit-switched telephone network. We supply products for media processing, network interface, call control and signal processing, including protocols that allow Internet and traditional telephony systems to communicate.

We measure our operating success using both financial and market metrics. The financial metrics include revenue, gross profit, operating expenses, and income from continuing operations, as well as working capital and cash provided by operating activities. Other key metrics include the total number of customers, customers whose purchases exceed $100,000, and the portion of our revenue that is generated by sales of products to enterprise and service provider customers. Our long-term business model stresses our commitment to establishing and maintaining close customer relationships and to continuing develop innovative products.

The most significant trend that has impacted our business has been the unfavorable economic conditions affecting the communications sector. This had resulted in a decrease in our revenue from 2000 to 2001 and from 2001 to 2002. Furthermore, we experienced revenue decreases for the first two quarters of 2003 when compared to the corresponding quarters of 2002. Sales of products, particularly for applications in the New Network, to OEMs for use by large service providers declined most significantly over these periods. In response to the revenue decreases, we have implemented expense control programs to reduce operating expenses, while we have continued to invest in developing products that we believe our customers will need when the economy further improves. We believe that the economic conditions in our industry generally have begun, at least temporarily, to improve and that this improvement was reflected in our revenue for the first quarter of 2004, which exceeded the revenue in the corresponding period of 2003. We currently expect the revenue for each of the remaining quarters of 2004 to exceed the revenue in the corresponding quarters of 2003.

Despite the general economic conditions, we were able to increase our cash and marketable debt securities balances from $41.8 million at December 31, 2002 to $58.4 million at March 31, 2004. This was accomplished primarily through income tax refunds, operating expense reductions, inventory reductions, and the sale of a business segment. If economic conditions do not continue to improve or if they weaken again, we may experience adverse effects on our business, operating results, and cash and marketable debt securities balances.

Application of Critical Accounting Policies

Management’s discussion and analysis of financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to interim financial information. We make estimates and assumptions in the preparation of the condensed consolidated financial statements that affect the reported amounts of assets and liabilities, revenue and expenses, and the related disclosures of contingent assets and liabilities. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, actual results may differ from these estimates under different assumptions or conditions.

We consider the following to be the critical accounting policies and areas where significant judgment is applied, which we believe an investor should understand when assessing our financial reporting and performance:

• Revenue recognition;

• Allowances for doubtful accounts and for inventory obsolescence;

• Intangible assets:

• Deferred income taxes; and

• Accrued warranty costs.

This is not intended to be a comprehensive list of all of our significant accounting policies. For more information on our critical accounting policies and on our significant accounting policies in general, we refer the reader to the discussion on those policies in our Annual Report on Form 10-K for the year ended December 31, 2003 and to Note 1 to the condensed consolidated financial statements in Part 1, Item 1 of this report.

Results of Operations

The table below sets forth certain condensed consolidated statements of operations data as a percentage of total revenue for the periods presented.

	Three Months Ended March 31,
	2004		2003
Domestic revenue	77	%	73	%
International revenue	23		27
Total revenue	100		100
Cost of product sold	32		41
Gross profit	68		59
Operating expenses:
Research and development	24		29
Selling, general and administrative	43		47
Total operating expenses	67		76
Operating income (loss)	1		(17	)
Other income, net	1		1
Income (loss) before income taxes	2		(16	)
Income tax provision (benefit)	1		(5	)
Net income (loss)	1	%	(11	)%

Revenue

The following table presents our domestic and international revenue:

	Three Months Ended March 31,
	2004				2003
	(dollars in thousands)
Domestic revenue	$	14,335	77	%	$	11,282	73	%
International revenue, principally export	4,358		23		4,252		27

Total revenue	$	18,693	100	%	$	15,534	100	%

Revenue in the three months ended March 31, 2004 was $18.7 million compared to $15.5 million in the corresponding period of 2003, an increase of approximately 20%. This increase was primarily the result of increased sales to domestic OEMs, value-added resellers, and enterprise customers. Many of our customers resumed spending on communications equipment, which had slowed in 2001, 2002, and early 2003. In comparison to the three months ended March 31, 2003, international revenue for the corresponding period of 2004 increased by $0.1 million. This was the result of increased sales to Pacific Rim customers of $0.5 million due primarily to our establishment of a direct sales operation in Japan, offset by a $0.4 million decrease in sales to our European customers. The $0.4 million decrease in sales to European customers is net of a $0.1 million increase in revenue due to favorable foreign currency exchange rates for European sales. During the three months ended March 31, 2004, revenue from enterprise customers accounted for approximately 85% of total revenue, as compared to 79% of total revenue for the three months ended March 31, 2003. The remaining revenue was attributable to sales to service provider customers.

In the three months ended March 31, 2004, approximately 30 of our customers each purchased over $100,000 of products, in aggregate representing 74% of total revenue for the quarter. In the three months ended March 31, 2003, approximately 30 of our customers each purchased over $100,000 of products, in aggregate representing approximately 70% of total revenue for the quarter. Total customers in the first quarter of 2004 decreased to

approximately 335 from approximately 400 in the first quarter of 2003, primarily due to a decline in the number of customers that purchased $5,000 or less in the quarter. Revenue from one customer accounted for 16% of total revenue in the three months ended March 31, 2004, compared to 14% in the corresponding period of 2003. We expect that revenue from this customer will be greater than 10% of total revenue for 2004.

Cost of Product Sold and Gross Profit

The following table presents cost of product sold and gross profit information:

	Three Months Ended March 31,
	2004			2003
	(dollars in thousands)
Cost of product sold	$	5,968		$	6,330
Gross profit	$	12,725		$	9,204
Gross profit percentage	68		%	59		%

The decrease in cost of product sold in the three months ended March 31, 2004, compared to the corresponding period in 2003, was the result of changes in product mix, increased sales of our digital fax products (which have higher margins), and reduced inventory obsolescence and manufacturing expenses. Our inventory obsolescence expense decreased by $0.3 million in the first quarter of 2004 relative to the same period of 2003, primarily due to reduced reserve requirements for service provider product inventory. Our manufacturing expenses decreased by $0.1 million in the first quarter of 2004 relative to the same period of 2003, primarily due to reduced costs for manufacturing supplies. Our change in product mix to higher margin products contributed to a significant improvement in the gross profit percentage in the first quarter of 2004, compared to the first quarter of 2003.

Operating Expenses

The following table presents our operating expenses:

	Three Months Ended March 31,
	2004		2003
	(in thousands)
Research and development	$	4,485	$	4,586
Selling, general and administrative	8,118		7,269

Total operating expenses	$	12,603	$	11,855

Research and development expense

Research and development expense represented 24% of revenue in the first quarter of 2004, compared with 29% of revenue in first quarter of 2003. The $0.1 million decrease in research and development expense in the first quarter of 2004 relative to the corresponding period of 2003 was primarily the result of reduced consulting and contract labor expenses of $0.1 million and decreased depreciation expense of $0.1 million, offset by increases in equipment purchases and maintenance expenses of $0.1 million. Our continuing development efforts are focused on hardware and software for media processing products (voice, fax and data), network interface products, call control products and signal processing products. Research and development expense for the second quarter of 2004, including the impact of the Snowshore Networks acquisition on April 5, 2004, is expected to be approximately 25% to 27% of revenue.

Selling, general and administrative expense

Selling, general and administrative expense represented 43% of revenue in the first quarter of 2004, compared with 47% of revenue in the first quarter of 2003. The $0.8 million increase in selling, general and administrative expense in the first quarter of 2004 relative to the corresponding period of 2003 was primarily due to expense increases related to our new Japan sales operation of $0.3 million, increases in professional fees of $0.2 million, and increases in marketing expenses of $0.1 million, offset by a decrease in depreciation and amortization expense of $0.2 million. Selling, general and administrative expense for the second quarter of 2004, including the impact of the Snowshore Networks acquisition, is expected to be approximately 43% to 45% of revenue.

Other Income, Net

Other income, net, was $0.2 million in both the three months ended March 31, 2004 and 2003. A slight increase in interest income, which was due to our increased cash and marketable debt securities balances, was offset by foreign currency exchange losses.

Income Tax Provision (Benefit)

The following table presents our income tax provision (benefit) and effective tax rate:

	Three Months Ended March 31,
	2004			2003
	(dollars in thousands)
Income tax provision (benefit)	$	122		$	(788	)
Effective tax rate	40		%	(32		)%

We recorded an income tax provision in the three months ended March 31, 2004, compared with an income tax benefit in the three months ended March 31, 2003, as a result of earning a pre-tax profit. The effective tax rate for the second quarter of 2004, excluding the impact of the Snowshore Networks one-time in-process research and development charge of approximately $2.3 million to $2.8 million, is expected to be approximately 35% to 40%. Including the impact of the in-process research and development charge, the effective tax rate for the second quarter of 2004 is expected to be (1)% to (10)%.

Liquidity and Capital Resources

Cash flows for the three months ended March 31, 2004 and 2003

Cash flows from operating activities were $0.7 million in the three months ended March 31, 2004. This primarily resulted from net tax refunds of $0.3 million, reductions in accounts receivable, and net income for the quarter, all of which were partially offset by an increase in inventory and a decrease in accounts payable and accrued expenses. Both the decrease in accounts receivable and increase in inventory were attributable to lower than expected sales activity. Cash flows from operating activities were $4.1 million in the three months ended March 31, 2003. This primarily resulted from net income tax refunds of $6.0 million and reductions in accounts receivable, offset by a decrease in current liabilities.

Cash used in investing activities was $2.8 million in the three months ended March 31, 2004. This primarily resulted from net purchases of marketable debt securities of $1.9 million and the purchase and license of technology for $0.6 million to be used in the development of new products and the modification of existing products. Cash used in investing activities was $5.8 million in the three months ended March 31, 2003. This primarily resulted from net purchases of marketable debt securities of $5.7 million.

Cash from financing activities was $2.7 million in the three months ended March 31, 2004. This was primarily attributable to proceeds from the sale of common stock issued under our employee stock option plans. Cash from financing activities was $0.03 million in the three months ended March 31, 2003, all of which was attributable to proceeds from the sale of common stock under our employee stock purchase plan.

Contractual Obligations and Capital Expenditures

The following table presents our future contractual obligations and commercial commitments as of March 31, 2004:

	Total		Remainder of 2004		2005		2006		2007		2008		Thereafter
	(in thousands)
Operating leases	$	5,891	$	2,266	$	2,085	$	803	$	228	$	228	$	281

We have operating lease commitments for our primary office and manufacturing facilities that expire between 2005 and 2006. In addition, we lease office space for sales and support functions that expire beyond 2006. Certain lease agreements require us to pay all of the building’s taxes, insurance and maintenance costs.

We purchased $0.3 million and $0.08 million of capital equipment in the three months ended March 31, 2004 and 2003, respectively. We currently have no material commitments for additional capital expenditures. In the three months ended March 31, 2004, we acquired technology, and contingent upon satisfactory performance by the seller and our final acceptance, we will be obligated to purchase engineering services of $1.2 million. We have

certain inventory purchase commitments that are part of our ordinary course of business in which the product delivery dates range from one month to five months into the future. We do not expect these short-term commitments to have a material adverse impact on our financial results.

We had no long-term debt as of March 31, 2004 or May 7, 2004.

Cash and Cash Liquidity Position

The following table presents our cash and liquidity position as of March 31, 2004 and December 31, 2003:

	March 31, 2004		December 31, 2003
	(dollars in thousands)
Cash and cash equivalents	$	28,724	$	28,081
Marketable debt securities	29,723		27,869
Total	$	58,447	$	55,950

Working capital	$	65,192	$	62,485
Quick ratio	5.0		4.6
Maximum available line of credit	$	5,000	$	5,000

Cash, cash equivalents and marketable debt securities increased to $58.4 million as of March 31, 2004 from $56.0 million as of December 31, 2003, primarily due to $0.7 million from operating activities and $2.7 million of cash proceeds from employee stock transactions, offset by a $0.6 million payment for acquired technology and $0.3 million of capital equipment expenditures in the first quarter of 2004. Working capital increased by $2.7 million from December 31, 2003 to March 31, 2004. This increase in working capital was the result of a 4% increase in cash and marketable debt securities and a decrease in accounts payable and accrued liabilities, partially offset by decreases in accounts receivable and prepaid expenses. Our quick ratio improved from 4.6 at December 31, 2003 to 5.0 at March 31, 2004, due primarily to a 4% increase in cash and marketable debt securities and a modest decrease in current liabilities. Quick ratio is calculated as current assets minus inventory, income tax receivable and deferred tax assets divided by current liabilities, and is an indicator of a company’s ability to meet short-term financial obligations.

On April 5, 2004, we completed our acquisition of the outstanding capital stock of SnowShore Networks, for an aggregate purchase price of approximately $9.0 million in cash. We used our cash and marketable debt securities to fund the purchase price, and will account for the acquisition as a purchase transaction. As of the acquisition date, SnowShore Networks’ cash and marketable debt securities were approximately $1.0 million.

We have a $5.0 million working capital line of credit available from a commercial bank. Any borrowings would bear interest at the lender’s prime rate. The line of credit is secured by a pledge of substantially all of our assets. Availability of funds under this line of credit is subject to compliance with certain financial covenants relating to our quick ratio, minimum tangible net worth, and other standard reporting requirements. As of March 31, 2004, letters of credit issued against the existing line totaled $1.0 million, representing the collateral required for certain lease obligations. Other than the issuance of letters of credit and the use of the credit line to secure immaterial foreign currency forward contracts, there have been no borrowings under the line during the past three years. The line of credit expires on July 29, 2005.

In October 2003, our Board of Directors authorized the repurchase of up to 1,000,000 shares of our common stock from time to time on the open market or in privately negotiated transactions. This program will be funded by our existing and future cash and marketable debt securities balances. As of March 31, 2004, we had not repurchased any shares under the program.

We believe that our cash and marketable debt securities are likely to meet our needs for the foreseeable future. Though we do not expect to make any major capital expenditures in the remainder of 2004, we are always looking for opportunities to expand the business, which could include acquisitions or organic expansion into new markets. If we find that our cash and cash equivalents, marketable debt securities and funds available from our bank line of credit are not sufficient, we may choose to utilize or to seek other sources of financing. If we were to seek future equity financings, the terms may be dilutive to our stockholders and may contain restrictive covenants, which could limit our ability to pursue certain courses of action. It is possible that, should the need arise, we will not be able to obtain additional financing, or that the financing made available to us will not be on acceptable terms.

The pricing of our products and the costs of our goods can be significantly affected by current market conditions. Market conditions can be impacted by inflation; however, we believe that inflation has not had a significant effect on our operations to date.

Factors That May Affect Future Results

The risks and uncertainties described below are those that we currently believe may materially affect us. The trading price of our common stock could decline due to any of these factors. You should also refer to the other information in this report, including the consolidated financial statements and related notes. The risks and uncertainties described below are those that we currently believe may materially affect us. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us.

Risks Related to Our Business

Downturns in the economy generally, and in sectors of the telecommunications industry in particular, make it difficult to anticipate or expand sales.

As a result of the uncertain economic conditions that have affected most technology sectors and the telecommunications sector in particular, over the past few years, many of our customers have aggressively sought to increase efficiency in their supply chains and reduce their inventory levels. Additionally, the slowdown in the telecommunications industry and the resulting decrease in spending by companies in our target markets have reduced the rate of growth of data traffic and the use of the Internet, which are driving the convergence of data and telephony that we expect will give rise to demand for New Network applications. The economic downturn adversely affected our business and operating results for the year ended December 31, 2003, and even more so for the years ended December 31, 2002 and 2001. While we believe the economic condition may be improving somewhat, if current economic conditions do not continue to improve or if they worsen, we may experience additional adverse effects on our revenue, net income and cash flow. For example, if the rate at which our customers order product decreases, it becomes more likely that our current inventories would be exposed to technological obsolescence, which would require us to reduce the value of those inventories on our balance sheet.

If we fail to compete successfully in the highly competitive telecommunications market, our revenue and profitability will suffer.

The market for telecommunications equipment is highly competitive. If we are unable to differentiate our products from existing and future offerings of our competitors, and thereby effectively compete in the market for telecommunications equipment, our operating results could be materially adversely affected. Many of our current and potential competitors have significantly greater selling and marketing, technical, manufacturing, financial, and other resources. We expect our current competitors to continue to improve the design and performance of their existing products and to introduce new products and enhancements with improved price and performance characteristics. Our product sales may be threatened by new technologies, products or market trends, and we may have to reduce the prices of our products to stay competitive. In addition, new competitors may emerge in the markets we serve. An acquisition of, or by, one of our competitors may result in a substantially strengthened competitor with greater financial, engineering, manufacturing, marketing, and customer service and support resources than we have. If our current or future competitors enter into strategic relationships with leading manufacturers covering products similar to those sold or being developed by us, our ability to sell products to those manufacturers may be adversely affected.

Capitalizing on our technology will require a continued high level of investment in research and development, marketing, and customer service and support. We may be unable, or otherwise fail, to allocate sufficient resources to achieve the technological advances necessary to compete successfully with existing competitors or new entrants.

Internal development efforts by our customers may adversely affect demand for our products.

Many of our customers, including the large OEMs on which we focus a significant portion of our sales and marketing efforts, have the technical and financial ability to design and produce components replicating or improving on the functionality of most of our products. These customers often consider in-house development of technologies and products as an alternative to doing business with us. We cannot assure you that our existing or potential customers will do business with us, rather than attempting to develop similar technology and products internally or obtaining technology or products through acquisitions. We cannot be certain that we will be able to find customers to replace the revenue lost as a result of customers developing technologies or products in-house. Any such occurrence could have a material adverse effect on our business, financial condition or operating results.

If we fail to develop and sell new or enhanced products for the telecommunications hardware and software market, we will not be able to compete effectively.

The telecommunications hardware and software market is characterized by:

• rapid technological advances;

• evolving industry standards;

• changes in customer requirements and product life cycles;

• frequent new product introductions or innovations;

• declining prices;

• intense competition; and

• evolving offerings by telecommunications service providers.

Our future success depends in large part on our ability to offer products that address the sophisticated and varied needs of our current and prospective customers and to respond to technological advances and evolving industry standards on a timely and cost-effective basis.

The timely development of new or enhanced products is a complex and uncertain process. We intend to continue to invest significantly in product and technology development. We may experience design, manufacturing, marketing and other difficulties that could delay or prevent our development, introduction or commercialization of any new and enhanced products. We may also not be able to incorporate new technologies on a cost-effective or timely basis, which may result in unexpected expenses. We may not anticipate technological or market trends accurately or manage long development cycles successfully. We may be required to collaborate with third parties to develop products and may not be able to do so on a timely and cost-effective basis, if at all.

The introduction of new or enhanced products also requires that we manage the transition from older products so as to minimize the disruption to customers and ensure that adequate supplies of new products can be delivered to meet anticipated customer demand. If we are unable to develop new products or enhancements on a timely and cost-effective basis, or if the new products or enhancements that we introduce fail to achieve market acceptance, our ability to grow our business would be harmed and competitors could achieve greater market share.

Our revenue could decline significantly if we lose a major customer or if a major customer cancels, reduces or delays an order.

One customer accounted for 19% of our revenue in the year ended December 31, 2003, and we expect this customer will account for more than 10% of our total revenue in 2004. The loss of this or any other major customer or the cancellation, reduction or delay of significant orders from such customers, even if only temporary, could significantly reduce our revenue and cash flow and could harm our reputation in the industry.

Our products typically have long sales cycles, causing us to expend significant resources before recognizing revenue.

The length of our sales cycle typically ranges from six to eighteen months and varies substantially from customer to customer. Prospective customers generally must commit significant resources to test and evaluate our products and integrate them into larger systems. This evaluation period is often prolonged due to delays associated with approval processes that typically accompany the design and testing of new communications equipment by our customers.

In addition, the rapidly emerging and evolving nature of the markets in which we and our customers compete may cause prospective customers to delay their purchase decisions as they evaluate new technologies and develop and implement new systems. During the period in which our customers are evaluating whether to place an order with us, we often incur substantial sales and marketing expenses, without any assurance of future orders or their timing. Even after a customer places an order, the timing of the development, introduction and implementation of the customer’s product or service using our product is controlled by, and can vary significantly with the needs of, the customer. In some circumstances, the customer will not require the product for several months. This continuing uncertainty can complicate our planning processes and reduce the predictability of our earnings and cash flows.

Our business and operating results could be adversely affected by downturns in economic conditions in countries outside the United States and other risks associated with international operations.

Sales of our products to customers outside the United States accounted for 23% of our revenue in the quarter ended March 31, 2004. We anticipate that international sales will continue to account for a significant portion of our revenue. International sales are subject to a number of risks, including:

• volatility in currency exchange rates;

• political and economic instability in other countries;

• the imposition of trade restrictions, trade barriers, and tariff regulations by foreign governments;

• difficulties in accounts receivable collections;

• extended payment terms beyond those customarily offered in the United States;

• potentially adverse tax consequences; and

• difficulties in managing and/or expanding operations across disparate geographic areas.

In addition, most countries require technical approvals from their telecommunications regulatory agencies for products that operate in conjunction with the local telephone system. Obtaining these approvals is generally a prerequisite for sales in a given jurisdiction. Obtaining requisite approvals takes from two months to a year or more depending on the product and the jurisdiction. These or other factors may limit our ability to sell our products in other countries, which could have a material adverse effect on our business, financial condition and operating results.

We may seek to expand through acquisitions of complementary businesses, and we may not be able to successfully integrate acquired companies.

In April 2004, we completed our acquisition of SnowShore Networks, Inc., a provider of voice over IP communications infrastructure products for the media server and media firewall markets. We may seek to acquire additional strategic complementary companies in the future. In addition to the difficulties we may face in identifying and consummating acquisitions, we will also be required to integrate and consolidate any acquired businesses or assets with our existing operations. Managing an acquired business entails numerous operational and financial risks, including difficulties in integrating disparate administrative, accounting and finance, and information systems, difficulties in assimilating acquired operations and new personnel, diversion of management’s attention from other business concerns, and potential loss of key employees or customers of any acquired operations. Accordingly, we may be unable to successfully identify, consummate and integrate future acquisitions or operate acquired businesses profitably. If we are unable to integrate an acquired company successfully, our future growth may suffer, and our results of operations could be harmed.

Our dependence on sole and single source suppliers and independent manufacturers could result in increased costs or delays in the manufacture and delivery of our products.

Although we generally use standard parts and components for our products, some key components are purchased from sole or single source vendors for which alternative sources are not currently available or are difficult to obtain. Our inability to obtain sufficient quantities of these components may result in future delays or reductions in product shipments that could cause us to lose sales, incur additional costs and suffer harm to our reputation. We currently purchase proprietary components from a number of suppliers for which there are no direct substitutes.

These components could be replaced with alternatives from other suppliers, but that might require redesign of our products. If such a redesign were required, we would incur considerable delay and expenses. We currently enter into purchase orders with our suppliers for materials based on forecasts of need, but have no guaranteed supply arrangements with these suppliers.

In addition, we currently use independent manufacturers to manufacture printed circuit boards, chassis and subassemblies in accordance with our design and specification. Our reliance on independent manufacturers involves a number of risks, including the potential for inadequate capacity of, unavailability of, or interruptions in access to, process technologies, and reduced control over delivery schedules, manufacturing yields and costs. If our manufacturers are unable or unwilling to continue manufacturing our components in required quantities or to our quality expectations, we will have to transfer manufacturing to acceptable alternative manufacturers that we have identified, which could result in significant delays in shipment of products to customers. Moreover, the manufacture of these components is extremely complex, and our reliance on the suppliers of these components exposes us to potential production difficulties and quality variations, which could negatively affect the cost and timely delivery of

our products. We currently enter into purchase orders with independent manufacturers of materials based on forecasts of need, but have no guaranteed capacity arrangements with these manufacturers. Any significant interruption in the supply, or degradation in the quality, of any component could cause us to lose sales, incur additional costs and suffer harm to our reputation.

Defects in our products or problems arising from the use of our products may seriously harm our business and reputation.

Products as complex as ours may contain known and undetected errors, bugs, or other performance problems. Defects are frequently found during the period immediately following introduction and initial implementation of new products or enhancements to existing products. Although it is our objective to resolve all bugs that we believe would be considered serious by our customers before implementation, our products may not be bug-free. We also provide warranties against defects in materials and workmanship on our hardware products for five years. Errors, bugs or performance problems, however, could result in lost revenue or customer relationships and could be detrimental to our business and reputation generally. In addition, our customers generally use our products together with their own products and products from other vendors. As a result, when problems occur, it may be difficult to identify the source of the problem. These problems may cause us to incur significant warranty and repair costs, divert the attention of our engineering personnel from our product development efforts and cause significant customer relations problems.

Changes to regulations affecting the telecommunications or Internet industries could reduce demand for our products or increase our costs.

Laws and regulations governing telecommunications, electronic commerce and the Internet are emerging, but remain largely unsettled, even in the areas where there has been some legislative action. Regulation may focus on, among other things, assessing access or settlement charges, or imposing tariffs or regulations based on the characteristics and quality of products, either of which could restrict our business or increase our cost of doing business. Any changes to existing laws or the adoption of new regulations by federal or state regulatory authorities or any legal challenges to existing laws or regulations relating to the telecommunications industry could materially adversely affect the market for our products. Moreover, our value-added resellers or other customers may require, or we may otherwise deem it necessary or advisable, for us to alter our products to address actual or anticipated changes in the regulatory environment. Our inability to alter our products or address any regulatory changes could have a material adverse effect on our business, financial condition or operating results.

Limitations on our ability to adequately protect our proprietary rights may prevent us from retaining our competitive advantage and negatively affect our future operating results.

Our success and ability to compete are dependent, in part, upon our proprietary technology. Taken as a whole, we believe our intellectual property rights are significant and any failure to adequately protect the unauthorized use of our proprietary rights could result in our competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenue. We rely upon a combination of patents, trademark law, trade secret protections, copyright law and confidentiality agreements with consultants and third parties to protect our proprietary rights. Notwithstanding our efforts, third parties may infringe or misappropriate our proprietary rights. In addition, we generally require each of our employees to execute a proprietary information agreement designed to protect our trade secrets, our inventions created in the course of employment with us and other proprietary information of our company. Moreover, effective patent, trademark, copyright or trade secret protections may not be available in every country in which we operate or intend to operate to the same extent as the laws of the United States. Also, it may be possible for unauthorized third parties to copy or reverse engineer aspects of our products, develop similar technology independently or otherwise obtain and use information that we regard as proprietary. Furthermore, detecting unauthorized use of our proprietary rights is difficult. Litigation may be necessary to enforce our proprietary rights. Such litigation could result in the expenditure of significant financial and managerial resources and could have a material adverse effect on our future operating results.

Intellectual property claims against us can be costly and negatively affect our business.

In the telecommunications business, there is frequent litigation based on allegations of patent infringement. As the number of entrants in our market increases and the functionality of our products is enhanced and overlaps with the products of other companies, we may become subject to claims of infringement or misappropriation of the intellectual property rights of others. As a result, from time to time, third parties may claim exclusive patent or other intellectual property rights to technologies that we use. Although we believe that we do not face material liability related to infringement of the intellectual property of others, any claims asserting that our products infringe or may infringe proprietary rights of third parties, if determined adversely to us, could have a material adverse effect on our

business, financial condition or operating results. Any claims, with or without merit, could be time-consuming, result in costly litigation, divert the efforts of our engineering and management personnel, cause delays in product shipments or require us to enter into royalty or licensing agreements, any of which could have a material adverse effect upon our operating results. In any legal action claiming patent infringement commenced against us, we cannot assure you that we would prevail in such litigation given the complex technical issues and inherent uncertainties in patent litigation. In the event a claim against us was successful, and we could not obtain a license on acceptable terms or license a substitute technology or redesign to avoid infringement, we may be unable to market our affected products. This could have a material adverse effect on our business, financial condition and operating results.

Certain of our products depend upon the continued availability of licensed technology from third parties.

We currently license and will continue to license certain technology integral to certain of our products from third parties. For example, we have obtained licenses from third parties for software for certain of our voice and fax products. While we believe that much of this technology is available from multiple sources, any difficulties in acquiring third-party technology licenses, or integrating the related third-party technology into our products, could result in delays in product development or upgrades until equivalent technology can be identified, licensed and integrated.

We may require new licenses in the future as our business grows and technology evolves. We cannot assure you that these licenses will continue to be available to us on commercially reasonable terms, if at all, which could have a material adverse effect on our business, financial condition and operating results.

If we are unable to attract or retain key personnel, we may be unable to operate our business successfully.

Our success depends in large part upon the continued contributions of our key management, sales, marketing, and engineering personnel, many of whom perform important functions and would be difficult to replace. If we lose one or more members of our senior management team our business and operating results would be harmed. We do not have employment contracts with our key personnel. There has been significant competition in our industry for qualified personnel, and, at times, we have experienced difficulty in recruiting qualified personnel. We may not be able to attract and retain the necessary personnel to accomplish our business objectives, and we may experience constraints that will adversely affect our ability to satisfy customer demand in a timely fashion or to support our customers and operations. Our inability to hire qualified personnel on a timely basis, or to retain our key personnel, could materially adversely affect our business, financial condition and operating results.

We are subject to environmental and occupational health and safety regulations that can increase the costs of operations or limit our activities.

We are subject to environmental and occupational health and safety regulations relating to matters such as reductions in the use of harmful substances, comprehensive risk management in manufacturing activities and final products, the use of lead-free soldering, and the recycling of products and packaging materials. On February 13, 2003 the European Parliament and the Counsel of the European Union published directives on waste electrical and electronic equipment and on the restriction of the use of certain hazardous substances in electrical and electronic equipment. These directives will generally require electronics producers after August 2005 to bear the cost of collection, treatment, recovery and safe disposal of past and future products from end-users and to ensure after June 2006 that new electrical and electronic equipment does not contain specified hazardous substances. While the cost of these directives to us cannot be determined before regulations are adopted in individual member states of the European Union, it may be substantial and may divert resources, which could detract from our ability to develop new products. We may not be able to comply in all cases with applicable environmental and other regulations, and if we do not, we may incur remediation costs or we may not be able to offer our products for sale in certain countries, which could adversely affect our results.

Risks Related to Our Common Stock

Our operating results could fluctuate significantly and cause our stock price to be volatile, which may cause the value of your investment to decline.

Our operating results could fluctuate in the future due to a variety of factors, many of which are outside of our control. If our operating results do not meet the expectations of securities analysts, the trading price of our common stock could significantly decline. This may cause the value of your investment in our company to decline. In addition, the value of your investment could be affected by investor perception of our industry or our prospects generally, independent of our operating performance. Some of the factors that could affect our operating results or the market price of our common stock include:

• our ability to cope with difficult conditions in the economy in general, and the telecommunications market in particular;

• our ability to formulate and implement effective strategies to respond to changing market requirements and conditions;

• cancellation or rescheduling of orders for our products;

• our ability to collect accounts receivable from customers that have been adversely affected by the difficult economic conditions;

• our ability to develop, manufacture, market and support our products and product enhancements;

• the timing and number of orders for our products, which have historically been weighted more heavily toward the last month of each quarter and the second and fourth quarters of each year;

• we typically experience lower revenue in the third quarter, due to customer summer vacation schedules, particularly in Europe, and to a lesser extent, the first quarter of each year;

• our ability to hire, train and retain key management, sales, marketing and engineering personnel;

• announcements or technological innovations by our competitors or in competing technologies;

• our ability to obtain sufficient supplies of sole or limited source components for our products;

• a decrease in the average selling prices of our products;

• changes in costs of components that we include in our products;

• the mix of products that we sell;

• any interruptions in the flow of our products through our resellers or our two-tiered distribution system; and

• a decrease in the demand for our common stock.

Due to these and other factors, revenue, expenses and operating results could vary significantly in the future, and period-to-period comparisons should not be relied upon as indications of future performance.

The market price of our common stock may be volatile, which could lead to losses for individual investors.

Stock markets in general, and the market for technology stocks, including our common stock, in particular, have experienced extreme price and volume fluctuations that often have been unrelated, or disproportionate, to the operating performance of those companies. The market for our common stock has been and is likely to continue to be volatile. Many factors could cause the trading price of our common stock to fluctuate substantially, including the following:

• future announcements concerning our business, technology, acquisitions, strategic partnerships, management, customers or competitors;

• introduction of new products or changes in product pricing policies by us, our competitors or our customers;

• changes in earnings estimates by securities analysts or announcements of results of operations that are not aligned with the expectations of analysts and investors;

• changes in market valuations of similar companies;

• reduced spending for telecommunications hardware and software;

• the economic and competitive conditions in the telecommunications sectors in which our customers operate; and

• general economic conditions and stock market trends.

In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. Many technology companies have been subject to this type of litigation. This type of litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Our corporate documents may prevent a change in control or management that stockholders consider desirable.

Our charter and by-laws contain provisions that might enable our management to resist a takeover of our company. In addition, our board of directors has adopted a shareholder rights plan. These provisions and our shareholder rights plan could have the effect of delaying, deferring, or preventing a change in control of Brooktrout or a change in our management that stockholders consider favorable or beneficial. They could discourage proxy contests and make it more difficult for you and other stockholders to elect directors and take other corporate actions. They also could limit the price that investors may be willing to pay in the future for shares of our common stock.

We may need additional financing in the future, and any additional financing may result in restrictions on our operations or substantial dilution to our stockholders.

We may need to raise additional funds in the future, for example, to develop new technologies, support our expansion, respond to competitive pressures, acquire complementary businesses or respond to unanticipated situations. We may decide to raise additional funds through public or private financings, strategic relationships or other arrangements. Our ability to obtain debt or equity funding will depend on a number of factors, including market conditions, our operating performance and investor interest. Additional funding may not be available to us on acceptable terms or at all. If adequate funds are not available, we may be required to revise our business plan to reduce expenditures, including curtailing our growth strategies, foregoing acquisitions or reducing our product development efforts. If we succeed in raising additional funds through the issuance of equity or convertible securities, the issuance could result in substantial dilution to existing stockholders. If we raise additional funds through the issuance of debt securities or preferred stock, these new securities would have rights, preferences and privileges senior to those of the holders of our common stock. The terms of these securities, as well as any borrowings under our bank line of credit agreement, could impose restrictions on our operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk from changes in interest rates and currency exchange rates has not changed materially from our exposure at December 31, 2003. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2003 for more information.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of March 31, 2004. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2004, our disclosure controls and procedures were (1) designed to ensure that material information relating to our company, including our consolidated subsidiaries, is made known to our chief executive officer and chief financial officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b) Changes in internal control over financial reporting.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended March 31, 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

In October 2003, the Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions. The program expires in October 2004. As of March 31, 2004, there have been no shares repurchased under this program.

Item 6. Exhibits and Reports on Form 8-K

(a)		Exhibits

2.1		Agreement and Plan of Merger, dated as of March 25, 2004, among Brooktrout, Inc., Canal Acquisition Corp. and SnowShore Networks, Inc. is hereby incorporated by reference from Exhibit 2.1 to Current Report on Form 8-K dated April 5, 2004 filed with the SEC on April 9, 2004 (File No. 000-20698).

3.1		Restated Articles of Organization of Brooktrout, Inc. are hereby incorporated by reference from Exhibit 3.1 to Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed with the SEC on March 30, 2000 (File No. 000-20698).

3.2		Articles of Amendment to the Restated Articles of Organization of Brooktrout, Inc. are hereby incorporated by reference from Exhibit 3.2 to Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed with the SEC on March 30, 2000 (File No. 000-20698).

3.3		Articles of Amendment to the Restated Articles of Organization of Brooktrout, Inc. are hereby incorporated by reference from Exhibit 3.3 to Amendment No. 2 to the quarterly report on Form 10-Q/A for the fiscal quarter ended June 30, 2000 filed with the SEC on November 17, 2000 (File No. 000-20698).

3.4		Amended and Restated By-laws of Brooktrout, Inc. are hereby incorporated by reference from Exhibit 3.4 to Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the SEC on March 25, 2002 (File No. 000-20698).

31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 or 15d-14, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 or 15d-14, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

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

(b)		Reports on Form 8-K

On February 17, 2004, we filed a current report on Form 8-K, dated February 17, 2004, furnishing under Item 12 our press release announcing financial results for the quarter and year ended December 31, 2003.

On March 26, 2004, we filed a current report on Form 8-K, dated March 25, 2004, announcing that we had entered into an agreement to acquire the outstanding capital stock of SnowShore Networks, Inc.

On April 5, 2004, we filed a current report on Form 8-K, dated April 5, 2004, furnishing under Item 12 our press release updating guidance for the quarter ended March 31, 2004 and for the remainder of 2004.

On April 9, 2004, we filed a current report on Form 8-K, dated April 5, 2004, reporting under Item 2 the completion of the acquisition of the outstanding capital stock of SnowShore Networks, Inc.

On April 21, 2004, we filed a current report on Form 8-K, dated April 21, 2004, furnishing under Item 12 our press release announcing financial results for the quarter ended March 31, 2004.

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.

	BROOKTROUT, INC.

Date: May 7, 2004	By:	/s/ ERIC R. GILER
		Eric R. Giler President (Principal Executive Officer)

Date: May 7, 2004	By:	/s/ ROBERT C. LEAHY
		Robert C. Leahy Vice President of Finance and Operations (Principal Financial and Accounting Officer)

EXHIBIT INDEX

2.1		Agreement and Plan of Merger, dated as of March 25, 2004, among Brooktrout, Inc., Canal Acquisition Corp. and SnowShore Networks, Inc. is hereby incorporated by reference from Exhibit 2.1 to Current Report on Form 8-K dated April 5, 2004 filed with the SEC on April 9, 2004 (File No. 000-20698).

3.1		Restated Articles of Organization of Brooktrout, Inc. are hereby incorporated by reference from Exhibit 3.1 to Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed with the SEC on March 30, 2000 (File No. 000-20698).

3.2		Articles of Amendment to the Restated Articles of Organization of Brooktrout, Inc. are hereby incorporated by reference from Exhibit 3.2 to Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed with the SEC on March 30, 2000 (File No. 000-20698).

3.3		Articles of Amendment to the Restated Articles of Organization of Brooktrout, Inc. are hereby incorporated by reference from Exhibit 3.3 to Amendment No. 2 to the quarterly report on Form 10-Q/A for the fiscal quarter ended June 30, 2000 filed with the SEC on November 17, 2000 (File No. 000-20698).

3.4		Amended and Restated By-laws of Brooktrout, Inc. are hereby incorporated by reference from Exhibit 3.4 to Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the SEC on March 25, 2002 (File No. 000-20698).

31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 or 15d-14, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 or 15d-14, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

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

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