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Voxware 10-Q 2009

Documents found in this filing:

  1. 10-Q
  2. Ex-10.2
  3. Ex-31.1
  4. Ex-31.2
  5. Ex-32.1
  6. Ex-32.2
  7. Ex-32.2
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-------------

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended December 31, 2008
OR
o 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 0-021403
 
VOXWARE, INC.
(Exact Name Registrant as Specified in Its Charter)
Delaware 36-3934824
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 American Metro Blvd., Suite 155
Hamilton, NJ 08619
609-514-4100

(Address, including zip code and telephone number (including area code) of principal executive offices)

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 past 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filed” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
o Large accelerated filer o Accelerated filer
o Non-accelerated filer (Do not check if smaller reporting company) x Smaller reporting company

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of January 31, 2009.

Class Number of Shares
Common Stock, $0.001 par value 6,540,736


VOXWARE, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
For Quarter Ended December 31, 2008

TABLE OF CONTENTS

PART I.     FINANCIAL INFORMATION         3
       Item 1.      Financial Statements 4
     Consolidated Balance Sheets as of December 31, 2008 (unaudited) and June 30, 2008 4
     Consolidated Statements of Operations for Three and Six Months ended December 31, 2008 and 2007 (unaudited)    5
     Consolidated Statements of Cash Flows for Six Months ended December 31, 2008 and 2007 (unaudited) 6
     Notes to Consolidated Financial Statements (unaudited) 7
       Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operation 17
       Item 3.      Quantitative and Qualitative Disclosures About Market Risk 32
       Item 4(T).

     Controls and Procedures

32
 
PART II. OTHER INFORMATION 33
       Item 1.      Legal Proceedings 33
       Item 1A.      Risk Factors 33
       Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds 38
       Item 3.      Defaults Upon Senior Securities 38
       Item 4.      Submission of Matters to a Vote of Security Holders 38
       Item 5.      Other Information 39
       Item 6.      Exhibits 40
 
SIGNATURES 41
 
EXHIBIT INDEX 42

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PART I. FINANCIAL INFORMATION

This Quarterly Report on Form 10-Q contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 and information relating to us that are based on the beliefs of our management, as well as assumptions made by, and the information currently available to, our management. When used in this Quarterly Report, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events, and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in these forward-looking statements, including those risks discussed in this Quarterly Report. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report. Except for special circumstances in which a duty to update arises when prior disclosure becomes materially misleading in light of subsequent circumstances, we do not intend to update any of these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report, or to reflect the occurrence of unanticipated events. You should carefully review the risk factors set forth in other reports or documents we file from time to time with the Securities and Exchange Commission, or the SEC.

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Item 1. Financial Statements

Voxware, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)

       December 31, 2008        June 30, 2008
(unaudited)
ASSETS
CURRENT ASSETS
       Cash and cash equivalents $     2,996 $     3,503
       Accounts receivable, net of allowance for doubtful accounts of $209 and
              $201 at December 31, 2008 and June 30, 2008, respectively 2,355 6,134
       Inventory, net 603 533
       Deferred project costs 54 163
       Prepaid expenses and other current assets 388 380
                     Total current assets 6,396 10,713
 
PROPERTY AND EQUIPMENT, NET 570 663
OTHER ASSETS 235 316
TOTAL ASSETS $ 7,201 $ 11,692
 
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
       Current portion of long-term debt $ 1,013 $ 566
       Accounts payable and accrued expenses 2,502 3,305
       Current portion of deferred revenues   2,357   3,043
                     Total current liabilities 5,872 6,914
       Long-term portion of deferred revenues 82 105
       Long-term debt, net of current maturities - 375
                     Total liabilities 5,954 7,394
 
COMMITMENTS AND CONTINGENCIES
 
STOCKHOLDERS' EQUITY
       Common Stock, $0.001 par value, 12,000,000 shares authorized as of
              December 31, 2008 and June 30, 2008; 6,536,569 and 6,488,529
              shares issued and outstanding at December 31, 2008 and
              June 30, 2008, respectively 7 6
       Additional paid-in capital 79,643 79,032
       Accumulated deficit (78,403 ) (74,740 )
                     Total stockholders' equity 1,247 4,298
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,201 $ 11,692

The accompanying notes are an integral part of these consolidated financial statements.

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Voxware, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share data)

Three Months Ended December 31, Six Months Ended December 31,
       2008        2007        2008        2007
(unaudited) (unaudited) (unaudited) (unaudited)
REVENUES
       Product revenues $     1,985 $     3,981 $     3,805 $     8,275
       Services revenues 1,464 1,448 2,898 2,588
              Total revenues 3,449 5,429 6,703 10,863
 
COST OF REVENUES
       Cost of product revenues 772 1,401 1,622 2,691
       Cost of service revenues 876 907 1,701 1,546
              Total cost of revenues 1,648 2,308 3,323 4,237
 
GROSS PROFIT 1,801 3,121 3,380 6,626
 
OPERATING EXPENSES
       Research and development 1,013   918 2,025   1,730
       Sales and marketing 1,451 1,383 2,931 2,958
       General and administrative   1,025 837 2,079 1,500
              Total operating expenses 3,489   3,138 7,035 6,188
 
OPERATING (LOSS) PROFIT (1,688 ) (17 )   (3,655 ) 438
 
INTEREST (EXPENSE) INCOME, NET (3 ) 10 (6 ) 16
 
(LOSS) PROFIT BEFORE INCOME TAXES (1,691 ) (7 ) (3,661 ) 454
 
PROVISION FOR INCOME TAXES (2 ) - (2 ) (7 )
 
NET (LOSS) PROFIT $ (1,693 ) $ (7 ) $ (3,663 ) $ 447
 
NET (LOSS) PROFIT PER SHARE
       Basic $ (0.26 ) $ (0.00 ) $ (0.56 ) $ 0.07
       Diluted $ (0.26 ) $ (0.00 ) $ (0.56 ) $ 0.06
 
WEIGHTED AVERAGE NUMBER OF SHARES USED IN
       COMPUTING NET (LOSS) PROFIT PER SHARE
       Basic 6,517 6,386 6,505 6,378
       Diluted 6,517 6,386 6,505 7,289  

The accompanying notes are an integral part of these consolidated financial statements.

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Voxware, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)

Six Months Ended December 31,
       2008        2007
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net (loss) profit $     (3,663 ) $     447  
Adjustments to reconcile net (loss) profit to net cash used in operating activities:
       Depreciation and amortization 162 129
       Provision for doubtful accounts 47 77
       Share based compensation charges 610 311
Changes in assets and liabilities:  
       (Increase) decrease in assets:
              Accounts receivable 3,732 1,310
              Inventory (70 ) 288
              Deferred project costs  109 (154 )
              Prepaid expenses and other current assets (8 ) 80
              Other assets 81   (20 )
       Increase (decrease) in liabilities:
              Accounts payable and accrued expenses (803 ) (1,155 )
              Deferred revenues (709 ) (1,349 )
              Net cash used in operating activities (512 ) (36 )
 
CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchase of property and equipment (69 ) (149 )
              Net cash used in investing activities (69 ) (149 )
 
CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from long-term debt 451 -
       Repayment of long-term debt (379 ) (341 )
       Proceeds from exercise of stock options and warrants 2 28
              Net cash provided by (used in) financing activities 74 (313 )
 
NET DECREASE IN CASH AND CASH EQUIVALENTS (507 ) (498 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,503 4,961
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,996 $ 4,463
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 40 $ 78  

The accompanying notes are an integral part of these consolidated financial statements.

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Voxware, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)

1. Basis of Presentation

The unaudited interim financial statements of Voxware, Inc. and Subsidiaries (“Voxware” or the “Company”) for the three and six months ended December 31, 2008 and 2007 included herein, have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 8-03 of Regulation S-X under the Securities Act of 1933, as amended. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain information and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements.

The consolidated balance sheet at June 30, 2008 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 2008.

The consolidated statement of operations for the three and six months ended December 31, 2008 is not necessarily indicative of the results that may be expected for the full fiscal year ended June 30, 2009, or any other future period.

The Company’s operating results may fluctuate significantly in the future as a result of a variety of factors, including the Company’s ability to compete in the voice-based logistics market, the budgeting cycles of existing and potential customers, the lengthy sales cycle of the Company’s solution, the volume of and revenues derived from sales of products utilizing its third-party partners network, the introduction of new products or services by the Company or its competitors, pricing changes in the industry, the degree of success of the Company’s efforts to penetrate its target markets, technical difficulties with respect to the use of products developed by the Company or its licensees, and general economic conditions.

As further discussed in Note 5 and Note 11, the Company was in violation of a loan covenant as of December 31, 2008, but that violation was subsequently waived by the bank. The Company may be required to repay balances currently owed to the bank and has sufficient cash to repay the existing loan balances in full to the extent required. In addition, the Company is in negotiations with the bank regarding an extension of a revolving line of credit. The Company cannot provide assurances, however, that it will be able to reach agreement with the bank on favorable terms.

2. Significant Accounting Policies

Use of Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in the Company’s balance sheets, and the amounts of revenues and expenses reported for each of its fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, warranty costs, impairments, reserve for obsolete inventory, share-based compensation and income taxes. Actual results could differ from these estimates.

Principles of Consolidation
The accompanying consolidated financial statements include the financial statements of Voxware, Inc. and its wholly-owned subsidiaries, Verbex Acquisition Corporation, Voxware (UK) Limited and Voxware n.v. All significant inter-company balances and transactions have been eliminated in consolidation. Voxware (UK) Limited was established during fiscal year 2008 in conjunction with the Company’s decision to invest additional resources to sell to and service customers in Europe.

Revenue Recognition
Revenues are generated from licensing application software, selling related computer hardware and accessories and providing services, including professional deployment, configuration, customized application development, training services, software maintenance, extended hardware warranty and technical support services.

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Product revenues consist of software license fees, sales of related computer hardware and accessories and extended hardware warranties. Revenues from the licensing of software are recognized when (i) a signed contract or other persuasive evidence of an arrangement exists; (ii) the product has been shipped or electronically delivered; (iii) the license fee is fixed and determinable; and (iv) collection of the resulting receivable is probable. This generally occurs upon shipment of software or completion of the implementation, if applicable, provided collection is determined to be probable and there are no significant post-delivery obligations. If an acceptance period is required to ensure satisfactory delivery of the application software solution, as may occur for the initial site implementation for new direct-sales customers, revenues are recognized upon customer acceptance. Revenues from the sale of hardware and accessories are generally recognized upon shipment. Agreements with some direct customers do not include an acceptance period, so revenues from the sale of hardware and accessories and licensing of software in these transactions are recognized upon shipment. Extended hardware warranty revenues are recognized ratably over the life of the contract, which is generally either one year or three years. Channel partner revenue is recognized when the above four criteria are met. For the collectibility criteria, revenue from each channel partner is deferred until cash is collected unless a pattern of collectibility is established through actual transactions with each specific channel partner.

Services revenues consist of professional deployment, configuration, customized application development, training services, software maintenance and technical support services. Professional services revenues are generally recognized as the services are performed. For arrangements in which professional services are provided in conjunction with software, professional services revenues generated by services provided prior to delivery of software are deferred until delivery of all software. Revenues from maintenance and technical support, which typically consist of unspecified when-and-if-available product updates and customer telephone support services, are recognized ratably over the term of the service period, which is generally one year.

The Company recognizes revenue in accordance with the American Institute of Certified Public Accountants Statement of Position (“SOP”) No. 97-2, “Software Revenue Recognition”, as amended by SOP No. 98-9. SOP 97-2, as amended, requires that revenue recognized from multiple element arrangements that include software licenses be allocated to the various elements of the arrangement based on the fair values of the elements, such as hardware, deployment services and maintenance and technical support services. The Company follows the residual method of accounting under SOP 97-2, as amended. Under the residual method, the aggregate arrangement fee is allocated to each of the undelivered elements in an amount equal to their fair values, with the residual arrangement fee allocated to the delivered elements. The relative fair value of the undelivered elements included in the Company’s multi-element sales arrangements is based on vendor specific objective evidence, or VSOE. The relative fair value of elements not essential to the functioning of the software, including hardware units and related accessories, are calculated in accordance with Financial Accounting Standards Board Emerging Issues Task Force (“EITF”) No. 00-21, “Revenue Arrangements with Multiple Deliverables”.

Under EITF 00-21, the fair value of hardware elements is determined based on the price when it is sold separately by either Voxware or a competitor. The Company determines VSOE of the fair values of maintenance and technical support based on annual renewal rates provided to customers and for professional services based on standard hourly rates when such services are provided on a stand-alone basis. As of December 31, 2008, the Company believes that it has realized VSOE of the fair values for maintenance and professional services.

Deferred revenues consist of unearned customer deposits, extended hardware warranties, depot management service fees and post contract support (“PCS”) arrangements. Customer deposits are recognized as revenue upon customer acceptance of the underlying product and services in conjunction with the recognition of deferred project costs. PCS arrangements include software maintenance revenues. These arrangements, which sometimes include amounts bundled with initial revenues, are deferred upon invoicing and recognized as revenues over the term of the service period, which is typically one year. Revenues from extended hardware warranties are recognized over the term of the warranty, which is typically one year. Certain extended hardware warranty arrangements have a three year term. Revenues from depot management services, which were provided through December 2007, were recognized over the contract period.

The Company continues to generate royalty revenues from our legacy speech compression technology business, which was sold in 1999. Royalties are earned on technologies our customers incorporate into their products for resale pursuant to contracts expiring at various dates through December 31, 2009. Revenues are recognized at the time of the customers’ shipment of those products, as estimated based upon reports received periodically from our customers.

Travel costs associated with professional services and billed to customers are recorded as services revenues at the time they are incurred by Voxware.

Allowance for Doubtful Accounts
The allowance for doubtful accounts is based on the Company’s assessment of the collectibility of specific customer accounts and an assessment of international and economic risk, as well as the aging of the accounts receivable. If there is a change in a major customer’s credit worthiness or if actual defaults differ from its historical experience, the Company’s estimates of recoverability of amounts due it could be affected.

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Research and Development
Research and development expenditures are charged to operations as incurred. Pursuant to Statement of Financial Accounting Standards No. 86 (“SFAS 86”), “Accounting for the Cost of Computer Software to be Sold, Leased or Otherwise Marketed”, development costs incurred in connection with the research and development of software products and enhancements to existing software products are charged to expense as incurred until technological feasibility has been established, at which time such costs are capitalized until the product is available for general release to customers. The Company defines technological feasibility as the point at which there is a completed working model of the software product, the completeness of which is to be confirmed by testing. According to SFAS 86, the working model is generally deemed to exist with commencement of beta testing. No costs associated with the development of software products were capitalized during the three and six months ended December 31, 2008 and 2007.

Warranty Costs
The Company warrants all manufacturer defects on its voice-based solutions, generally commencing upon shipment, and extending for 12 months. The Company accrues warranty costs based on its estimate of expected repair cost per unit, service policies and specific known issues. Certain extended hardware warranty services are outsourced to a third-party in accordance with contracts that generally span three years. The costs associated with these contracts are prepaid and recognized ratably over the life of the contract. If the Company experiences claims or significant changes in costs of services, such as third-party vendor charges, materials or freight, which could be higher or lower than our historical experience, its cost of revenues could be affected.

Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash balances and trade receivables. The Company invests its excess cash in highly liquid investments (short-term bank deposits and commercial paper). The Company’s customer base principally comprises distribution and logistics companies in food service, grocery, retail, consumer packaged goods, third-party logistics providers, wholesale distributors, as well as value-added resellers. The Company does not typically require collateral from its customers.

One customer accounted for 17% of total revenues for the six months ended December 31, 2008 and 10% of accounts receivable at that date. Three customers accounted for 16%, 15% and 12%, respectively, of total revenues for the six months ended December 31, 2007 and 11%, 2% and 10%, respectively, of accounts receivable at that date.

Inventory
Inventory purchases and purchase commitments are based upon forecasts of future demand. Voxware values its inventory at the lower of average cost or market. If the Company believes that demand no longer allows it to sell its inventory above cost, or at all, then it writes down that inventory to market or writes off excess inventory levels. If customer demand subsequently differs from the Company’s forecasts, requirements for inventory write-offs could differ from its estimates.

Share Based Compensation
The Company accounts for share based compensation in accordance with Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” (“SFAS 123(R)”), an amendment of FASB Statements No. 123 and 95, which requires all companies to measure compensation cost for all share-based payments, including employee stock options, at fair value. The values of the portions of the awards that are ultimately expected to vest are recognized as expense over the requisite service periods. Compensation expense associated with equity awards 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 Company uses the Black-Scholes option pricing model to determine the fair value of option awards and the market value on the date of the grant to determine the fair value of other equity awards. The measurement date for option and other equity awards is the date of grant.

Income Taxes
There are significant differences in calculating income or loss for accounting and tax purposes, primarily relating to charges that are recorded in the current period for accounting purposes, but are deferred for tax purposes. Furthermore, tax laws differ in each jurisdiction, yielding differing amounts of taxable income or loss in each jurisdiction. While Voxware has substantial net operating losses to offset taxable income in some taxing jurisdictions, certain restrictions preclude it from fully utilizing the benefit of these net operating losses. In addition, the expansion of the Company’s business requires it to file taxes in jurisdictions where it did not previously operate, and thus does not have established net operating losses to offset the tax liability.

Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits that are not expected to be realized. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in the period that such tax rate changes are enacted.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2008 and 2007, there was no accrued interest related to uncertain tax positions.

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Net (Loss) Profit Per Share
The Company computes net (loss) profit per share under the provisions of Statement of Financial Accounting Standards No. 128, “Earnings per Share” (“SFAS 128”). Basic net (loss) profit per share is calculated by dividing net (loss) profit by the weighted average number of shares of common stock outstanding during the period. Diluted net profit per share is calculated by dividing net profit by the weighted average number of shares of common stock outstanding for the period, adjusted to reflect the dilutive impact of potential shares of common stock outstanding during the period. As the Company had a net loss during the three and six months ended December 31, 2008, the impact of the assumed exercise of in-the-money stock options and warrants in the aggregate amount of approximately 156,000 shares and of approximately 192,000 restricted stock units at December 31, 2008 is anti-dilutive and as such, have been excluded from the calculation of diluted net loss per share. The impact at December 31, 2007 of the assumed exercise of in-the-money stock options and warrants in the aggregate amount of approximately 1,530,000 shares is included in the calculation of diluted net profit per share for the six months ended December 31, 2007. The impact at December 31, 2007 of the assumed exercise of these in-the-money stock options and warrants is anti-dilutive for the three months ended December 31, 2007 because the Company had a net loss during that period, and so is excluded from the calculation of diluted net loss per share. The impact of approximately 260,000 restricted stock units at December 31, 2007 is anti-dilutive and as such, this has been excluded from the calculation of diluted net profit per share.

Recently Issued Accounting Pronouncements
Fair value is defined under Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS No. 157), as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under SFAS No. 157 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

  • Level 1 – Quoted prices in active markets for identical assets or liabilities.
  • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
  • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company has adopted SFAS No. 157 for financial assets and liabilities. The adoption of SFAS No. 157 had no impact on the Company’s consolidated results of operations and financial condition. At December 31, 2008, the Company held $2,614,000 in money market funds which are valued in accordance with Level 1 and are included in cash and cash equivalents.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

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3. Gross Profit

The components of gross profit for the three and six months ended December 31, 2008 and 2007 are as follows:

Three Months Ended Six Months Ended
December 31, December 31,
       2008        2007        2008        2007
(in thousands) (in thousands)
Product revenues
       Software licenses $     541 $     1,283 $     779 $     2,819
       Hardware units and accessories   1,137 2,170 2,398   4,419
       Extended hardware warranties 239 414   493 791
       Royalties 68 114 135 246
  1,985 3,981 3,805 8,275
Cost of product revenues
       Software licenses 18 14 20 47
       Hardware units and accessories 685 1,344 1,474 2,568
       Extended hardware warranties 69 43 128 76
  772 1,401 1,622 2,691
Gross Profit from product revenues  1,213 2,580 2,183 5,584
 
Service revenues
       Professional services 413 629 810 1,014
       Software maintenance services 1,006 754 1,986 1,442
       Billable travel 45 65 102 132
  1,464 1,448 2,898 2,588
Cost of service revenues
       Professional services 614 667 1,180 1,045
       Software maintenance services 212 178 419 374
       Billable travel 50 62 102 127
  876 907 1,701 1,546
Gross Profit from service revenues 588 541 1,197 1,042
 
Gross Profit $ 1,801 $ 3,121 $ 3,380 $ 6,626

4. Inventory

       December 31, 2008        June 30, 2008
(in thousands)
Raw materials  $     11 $     16
Work in process 15   16
Finished goods   599   516
Less: inventory reserve (22 ) (15 )
Inventory - net $ 603 $ 533

5. Debt

The Company initially entered into a credit facility with Silicon Valley Bank (“SVB”) on December 30, 2003. The following facilities were outstanding during fiscal years 2008 and 2009:

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A $1,000,000 equipment line of credit (the “Equipment Line”) secured by all of the Company’s personal property was first drawn upon on December 16, 2005. The Company was required to make interest-only payments, at a rate of prime plus 1.75%, on the principal balance through May 9, 2006, at which point the Equipment Line was converted into a term loan with 30 fixed monthly payments of approximately $17,000. Effective May 9, 2006, the interest rate was fixed at 9.5%. The unpaid principal balance outstanding was $0 as of December 31, 2008 and $66,000 as of June 30, 2008.

On May 24, 2006, the Company entered into a Loan and Security Agreement with SVB (the “2006 Facility”), providing an additional $3,000,000 credit facility comprised of a $1,500,000 revolving line of credit (the "Revolver") and a $1,500,000 Non-Formula Term Loan (the "2006 Term Loan") to fund the Company's anticipated working capital needs. The 2006 Term Loan is to be repaid in 36 equal monthly payments of principle and interest, commencing on April 1, 2007, and has an outstanding balance of $625,000 at December 31, 2008 and $875,000 at June 30, 2008. Monthly principle payments total approximately $42,000. Amounts outstanding under the 2006 Term Loan bear interest at December 31, 2008 at a rate of 7%, calculated as the greater of 7% or prime plus 3%, as established by the Waiver and Third Loan Modification Agreement (“TLMA”) with SVB executed on November 17, 2008.

On February 13, 2008, with an effective date of December 27, 2007, the Company entered into a second loan modification agreement (“SLMA”) with SVB, providing for a new $600,000 revolving equipment line of credit (the “Equipment Revolver”). The availability under the Equipment Revolver was limited to a borrowing base advance rate that is equal to 100% against the invoice value of new Eligible Equipment (as defined in the SLMA). The draw down period for the Equipment Revolver expired May 31, 2008, but was extended by SVB to July 31, 2008. Originally, amounts advanced under the Equipment Revolver bore interest at a rate equal to the greater of (a) 6.75% and (b) the amount equal to the prime rate plus 1.0%. This rate was revised to the greater of 7% or prime plus 3% by the TLMA. The repayment of any funds drawn against the Equipment Revolver shall be made in 36 equal monthly payments following each new advance under the Equipment Revolver. The outstanding balance on the Equipment Revolver was $388,000 at December 31, 2008 and $0 at June 30, 2008.

The Revolver created by the 2006 Facility was initially available until October 31, 2007. It was extended to February 11, 2009 by the SLMA. The Revolver provides for a line of credit up to $1,500,000, with a $1,000,000 sub-limit to be established for cash management and foreign exchange requirements. As of December 31, 2008, amounts outstanding under the Revolver bear interest at the rate of 7%, calculated as the greater of 7% or prime plus 3%. In addition, a fee of 0.25% is charged against the unused portion of the Revolver. No funds were borrowed against the Revolver at December 31, 2008 or June 30, 2008.

As of December 31, 2008, the Company was in violation of a covenant of its Amended and Restated Loan and Security Agreement, dated as of December 29, 2006, or Loan Agreement, with Silicon Valley Bank, or SVB, as amended by the Third Loan Modification Agreement, dated as of November 17, 2008, or TLMA requiring that it not exceed certain net loss thresholds for the three months ended December 31, 2008, as defined by the terms of the TLMA.  The loan covenant violation represents an “Event of Default” under the Loan Agreement.  Accordingly, SVB may, among other actions, without notice or demand, declare all obligations outstanding under the agreements to be immediately due and payable, including amounts outstanding under the 2006 Term Loan, the Revolver and the Equipment Revolver.  The Company reclassified $125,000 due under the 2006 Term Loan and $238,000 due under the Equipment Revolver in the December 31, 2008 balance sheet from long term debt to current portion of long term debt in response to the loan covenant violation.  As of the date of this filing, the Company owes an aggregate of approximately $905,000 to SVB under the Loan Agreement (including $542,000 currently outstanding under the 2006 Term Loan and $363,000 currently outstanding under the Equipment Revolver).  There is no amount currently due under the Revolver, which terminated on February 11, 2009.  On February 17, 2009, the Company entered into a Waiver and Fourth Loan Modification Agreement that, among other things, waived the loan covenant violation and extended the maturity of the Revolver until March 31, 2009.  In addition, the Waiver and Fourth Loan Modification Agreement revised certain outstanding financial covenants under the Loan Agreement, including minimum net loss thresholds.  The Company is currently in negotiations with SVB regarding an additional loan modification agreement extending the Revolver and establishing revised loan covenants.  If agreement is not reached, the Company expects to repay all outstanding balances under the 2006 Term Loan and Equipment Revolver.  Voxware has sufficient cash to repay the existing loan balances in full to the extent required.  The Company cannot, however, provide assurances that it will be able to reach agreement with SVB on an additional loan modification on terms favorable to Voxware, if at all.

Future minimum payments under the credit facility are as follows as of December 31, 2008 (in thousands):

Silicon Valley Bank     
  2006 Term Equipment    
       Loan      Revolver      Total
Short Term $               625 $               388 $               1,013
Long Term     -   -     -
Total Debt $ 625   $ 388 $ 1,013

6. Common Stock and Common Stock Warrants

The Company has 12,000,000 authorized shares of Common Stock, of which 6,536,569 and 6,458,529 were outstanding as of December 31, 2008 and June 30, 2008, respectively.

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As of December 31, 2008, the Company had warrants outstanding to purchase 1,155,474 shares of the Company’s Common Stock at exercise prices ranging from $0.15 per share to $5.76 per share. All of the warrants outstanding as of December 31, 2008 were granted in conjunction with private equity transactions occurring between 2003 and 2005. A summary of the Company’s outstanding warrants as of December 31, 2008 is presented below:

    Weighted
    Average
  Number of Exercise Price
Expiration Date      Shares      Per Share
     August 2010                  43,527 $                5.432
     June 2013 67,223   2.250
     December 2013 888,890   2.250
     April 2014 155,834     0.150
Total Warrants Outstanding   1,155,474 $ 2.087

7. Stock Options and Stock Based Compensation

Stock Option Plans

As of December 31, 2008, options to purchase 1,043,237 shares of Common Stock were outstanding under plans approved by the Company’s stockholders in 1994 and 2003 and amended by the Company’s stockholders in December 2007 (the “Option Plans”). In addition, 100,814 options are available for grant under the Option Plans.

Information regarding option activity for the six months ended December 31, 2008 under the Option Plans is summarized below:

        Weighted    
    Weighted Average    
    Average Remaining Aggregate
  Options Exercise Price Contractual Instrinsic
       Outstanding      Per Share      Term in Years      Value
Options outstanding as of June 30, 2008 927,350   $ 6.057      
     Granted 136,250     1.461      
     Exercised   (1,000 )   2.250        
     Forfeited (19,363 )     5.243      
     Expired -     -        
Options outstanding as of December 31, 2008       1,043,237   $                5.476                8.07 $                -
 
Options exercisable as of December 31, 2008   558,844     $ 6.448 7.27 $ -
 
Options exercisable as of December 31, 2008            
and options expected to become exercisable 963,269   $ 5.615 7.99 $ - 

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Aggregate intrinsic value of $0 was calculated based on the Company’s closing Common Stock price as of December 31, 2008 of $0.98 per share. Options exercisable as of December 31, 2008 and options expected to become exercisable includes vested options and nonvested options less expected forfeitures.

A summary of the status of the Company’s nonvested options and restricted stock units as of December 31, 2008 and changes during the six months then ended is presented below:

    Weighted   Weighted
    Average Restricted Average
  Options Grant-Date Stock Units Grant-Date
       Outstanding      Fair Value      Outstanding      Fair Value
Outstanding as of June 30, 2008              422,007   $      2,161,063              244,794   $      1,453,519  
     Granted 136,250     219,445   -       -  
     Vested (69,864 )     (386,332 )   (47,040 )   (295,764 )
     Forfeited (4,000 )   (16,006 ) -     -  
Outstanding as of December 31, 2008 484,393   $ 1,978,170   197,754   $ 1,157,755  

Share-Based Compensation

The Company awarded a total of 305,586 restricted stock units (“RSUs”) to certain officers during the year ended June 30, 2008. No RSUs were granted during the six months ended December 31, 2008. The RSUs were granted pursuant to the 2003 Plan and vest on a monthly basis. The vesting periods on the RSU grants range from three to four years. The fair value of the RSUs range from $4.39 to $6.95 per share, for a total fair value of $1,889,000. Share-based compensation charges associated with the RSUs were recorded in the amount of $148,000 and $296,000, respectively, for the three and six months ended December 31, 2008 and $115,000 and $148,000, respectively, for the three and six months ended December 31, 2007.

The Company records the issuance of shares of Common Stock as RSUs vest. During the three and six months ended December 31, 2008, 23,520 and 47,040 shares of Common Stock, respectively, were issued as a result of the vesting of RSUs. During the three and six months ended December 31, 2007, 15,627 shares of Common Stock were issued as a result of the vesting of RSUs.

The statement of operations includes total share-based employee compensation charges resulting from stock option and RSU awards in the amount of $301,000 and $610,000, respectively, for the three and six months ended December 31, 2008 and $237,000 and $311,000, respectively, for the three and six months ended December 31, 2007. Amounts charged to operations are as follows:

    Three Months Ended    Six Months Ended 
    December 31,    December 31, 
         2008         2007         2008         2007 
    (in thousands)    (in thousands) 
Research and development   $          32 $          21   $          63 $          26
Sales and marketing   63     48   126   59
General and administrative   206   168   421     226
  $ 301 $ 237 $ 610 $ 311

8. Commitments and Contingencies

The Company leases its office facilities and certain equipment under operating leases with remaining non-cancelable lease terms generally in excess of one year. Rent expense, including escalations, was approximately $132,000 and $266,000 for the three and six months ended December 31, 2008, respectively, and $124,000 and $236,000 for the three and six months ended December 31, 2007, respectively. Future minimum rental payments for the Company’s office facilities and equipment under operating leases as of December 31, 2008 are as follows:

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  (in thousands)
Year ending June 30, 2009   $ 209
Year ending June 30, 2010     431
Year ending June 30, 2011     442
Year ending June 30, 2012     423
Year ending June 30, 2013     256
Year ending June 30, 2014     3
  $         1,764

The Company is subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company’s business, operating results or financial condition.

The Company has a one-year employment agreement with one of its officers. The agreement extends annually unless terminated by either the employee or Company at least 90 days prior to the scheduled renewal date. The agreement provides for a minimum salary level, adjusted annually at the discretion of the Board of Directors, and a bonus based upon the Company’s performance as measured against a business plan approved by the Company’s Board of Directors.

9. Segment Information

Voxware’s international operations team headquartered in England serves all customers outside of North America but historically focuses primarily on the United Kingdom. As of December 31, 2008, Voxware’s international operations team consisted of 15 employees, of which 14 are located in England and France. Long-lived assets supporting the international operations, consisting of computer hardware, furniture and fixtures were not a material component of total long-lived assets as of December 31, 2008.

The distribution of revenues between North American and International operations is as follows:

  Three Months Ended Six Months Ended
  December 31, December 31,
       2008      2007      2008      2007
  ($ in thousands) ($ in thousands)
Total revenues                         
     North American operations $ 2,237 65 % $ 3,267 60 % $ 4,474 67 %   $ 5,679 52 %
     International operations   1,212 35 %     2,162 40 %   2,229 33 %   5,184 48 %
  $        3,449           100 % $        5,429           100 % $        6,703           100 % $        10,863           100 %

10. Cost Restructuring

In December 2008, the Company reduced its staff to bring costs more in line with anticipated revenues. In conjunction with the staff reduction, 13 positions were eliminated in December (including one part-time position) and one position was scheduled for elimination during the three months ending March 31, 2009. Employment termination charges totaling $81,000 were accrued during the three months ended December 31, 2008, of which $41,000 was paid during the period. $71,000 of the termination charges related to North American operations and $10,000 of the termination charges related to International operations. The Company estimates charges associated with the staff reduction to be recorded during the three months ending March 31, 2009 will total approximately $14,000.

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The following charges associated with the December 2008 staff reduction are included in the Statement of Operations:

  Three Months Ended Six Months Ended
  December 31, December 31,
       2008      2007      2008      2007
  (in thousands) (in thousands)
Cost of service revenues   $           35 $           - $           35 $           -
Research and development   27   -   27   -
Sales and marketing   18     -     18     -
General and administrative   1   -   1   -
  $ 81 $ - $ 81 $ -

11. Subsequent Event

On February 17, 2009, the Company entered into a Waiver and Fourth Loan Modification Agreement that, among other things, waived the loan covenant violation and extended the maturity of the Revolver until March 31, 2009.  In addition, the Waiver and Fourth Loan Modification Agreement revised certain outstanding financial covenants under the Loan Agreement, including minimum net loss thresholds.  The Company is currently in negotiations with SVB regarding an additional loan modification agreement extending the Revolver and establishing revised loan covenants.  If agreement is not reached, the Company expects to repay all outstanding balances under the 2006 Term Loan and Equipment Revolver.  Voxware has sufficient cash to repay the existing loan balances in full to the extent required.  The Company cannot, however, provide assurances that it will be able to reach agreement with SVB on an additional loan modification on terms favorable to Voxware, if at all.

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

This report contains forward-looking statements. Such statements are subject to certain factors that may cause our plans to differ, or results to vary from those expected, including:

  • our evolving distribution strategy and increasing dependence on third-party distribution channels and hardware manufacturers;
  • the risks associated with our need to introduce new and enhanced products and services in order to increase market penetration;
  • the risk of obsolescence of our products and services due to technological change;
  • our need to attract and retain key management and other personnel with experience in providing integrated voice-based solutions for logistics, specializing in the supply chain sector;
  • the potential for substantial fluctuations in our results of operations;
  • the continuing negative impact of the current global economy on our target customer markets, including retail and food distribution;
  • competition from others;
  • the potential that voice-based products will not be widely accepted; and
  • a variety of risks set forth from time to time in our filings with the Securities and Exchange Commission, or SEC.

We undertake no obligation to publicly release results of any of these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrences of unexpected results.

Overview:

Voxware is a leading provider of software for voice recognition solutions that direct the work of the warehouse workforce. Warehouse workers, wearing headsets with microphones, speak back and forth to our voice applications. Since these workers can now work “hands and eyes free” when performing a wide array of tasks such as picking, putaway and receiving, worker productivity typically increases while errors can be reduced. Our customers typically increase productivity from 10 to 30% and reduce error rates by 30 to 50%. Our primary software product, Voxware 3, offers multiple languages so companies can leverage non-native speaking workers.

Voxware 3 is a unique product in the supply chain market as it combines 1) a studio for designing and configuring voice solutions, 2) an open, standards-based environment and 3) a patented software technology for managing speech recognition within a web browser architecture. By using technology that leverages open, web-centric standards to integrate voice solutions within their overall IT infrastructures with a system that is configurable and adaptable, our customers can respond to change rapidly. Thus, we find our customers achieve benefits faster with less cost since they can implement our systems more rapidly with less resources.

A complete voice recognition solution combines software, hardware and professional services. The primary focus and the core of our business is the software component of the solution. Customers may choose from a variety of certified hardware devices, which may or may not be supplied by us. Customers may also choose to have solutions delivered by receiving services from us or from our certified partners that also resell the Voxware solution. Therefore, the software that both enables voice recognition and also facilitates the creation of voice applications or workflows is the foundation of our business.

We sell Voxware 3 primarily to large companies that operate warehouses and distribution centers. Our customers come from a variety of industry sectors, including food service, grocery, retail, consumer packaged goods, automotive parts, third-party logistics, publishing and wholesale distribution. Our technology has the ability to integrate easily with an external warehouse management system, or WMS.

Our revenues are generated primarily from software license fees, maintenance fees, professional services and hardware products sales to both our end customers and value added resellers, or VARs.

Our sales are generated primarily by our own sales force working directly with the end users of the voice recognition solution. In addition, we have developed partnerships with VARs and WMS companies, both in the United States and in international markets, who are incorporating our voice technology, most notably our Voxware 3 product, into their offerings. The first deliveries of solutions by partners to end customers occurred during fiscal year 2007. However, we believe it takes on average a year or more before new partners begin generating sales to end user customers, because partners must complete product integration efforts, become certified to deliver Voxware-based voice solutions and secure customer acceptance of their initial deployments.

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Our solutions require mobile computing equipment and related hardware accessories. We typically supply the hardware accessories, but have partnered with major mobile computing equipment manufacturers such as Motorola, Inc., Intermec, Inc. and LXE, Inc., a subsidiary of EMS Technologies, Inc. Our customers may elect to purchase the mobile computing equipment from us or from any other authorized dealer of the equipment. One implication of this strategy is that we expect the portion of our revenues associated with proprietary hardware sales to diminish as a percentage of total revenues over time as we transition to a software-centric business model. In addition, we expect that a greater percentage of our hardware revenues will be derived from the sales of accessories, rather than hardware units. However, we can provide no assurance as to the rate of this anticipated shift of revenue sources.

The recent deterioration of general worldwide economic conditions has negatively impacted certain vertical markets, including retail and food distribution, that are significant to our operations. As a result of these general economic conditions, our quarterly revenues for the first half of fiscal 2009 were adversely affected and our quarterly revenues during the second half of fiscal 2009 will likely be lower than the quarterly revenues reported for the same period of fiscal 2008.

However, we anticipate an expansion of our customer base, with existing customers expected to implement our products in additional sites as they experience favorable results with our offerings and new customers brought to us through direct sales efforts, VARs and other channel partners. We expect the majority of revenues will come from existing customers in fiscal year 2009, but that revenues from new customers, including those brought to us through VARs and other channel partners, will grow faster than revenues from existing customers. We expect revenues will generally increase over revenues for the three months ended December 31, 2008, although we can provide no assurances that revenues earned in any given fiscal quarter or year will exceed the preceding fiscal quarter or year. Furthermore, we anticipate that in some fiscal quarters and years, costs will exceed revenues. On February 17, 2009, we entered into a Waiver and Fourth Loan Modification Agreement that, among other things, waived the loan covenant violation and extended the maturity of the Revolver until March 31, 2009.  In addition, the Waiver and Fourth Loan Modification Agreement revised certain outstanding financial covenants under the Loan Agreement, including minimum net loss thresholds.  We are currently in negotiations with SVB regarding an additional loan modification agreement extending the Revolver and establishing revised loan covenants.  If agreement is not reached, we expect to repay all outstanding balances under the 2006 Term Loan and Equipment Revolver.  We have sufficient cash to repay the existing loan balances in full to the extent required.  We cannot, however, provide assurances that we will be able to reach agreement with SVB on an additional loan modification on terms favorable to us, if at all.

In addition, we may need to raise additional capital through either new equity or debt financing arrangements and may elect to utilize such an arrangement to fund further expansion of our operations. However, due to the recent downturn in the economy, there can be no assurance that such financing will be available on terms acceptable to us, if at all. Due to a greater emphasis on sales of higher margin product and the availability of cash through existing relationships with SVB, we believe that we have adequate capital resources available to fund our operations through December 31, 2009.

Critical Accounting Policies:

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our consolidated balance sheets, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, warranty costs, impairments, inventory, share-based compensation and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition
Revenues are generated from licensing application software, selling related computer hardware and accessories and providing services, including professional deployment, configuration, customized application development, training services, software maintenance, extended hardware warranty and technical support services.

Product revenues consist of software license fees, sales of related computer hardware and accessories and extended hardware warranties. Revenues from the licensing of software are recognized when (i) a signed contract or other persuasive evidence of an arrangement exists; (ii) the product has been shipped or electronically delivered; (iii) the license fee is fixed and determinable; and (iv) collection of the resulting receivable is probable. This generally occurs upon shipment of software or completion of the implementation, if applicable, provided collection is determined to be probable and there are no significant post-delivery obligations. If an acceptance period is required to ensure satisfactory delivery of the application software solution, as may occur for the initial site implementation for new direct-sales customers, revenues are recognized upon customer acceptance. Revenues from the sale of hardware and accessories are generally recognized upon shipment. Agreements with some direct customers do not include an acceptance period, so revenues from the sale of hardware and accessories and licensing of software in these transactions are recognized upon shipment. Extended hardware warranty revenues are recognized ratably over the life of the contract, which is generally either one year or three years. Channel partner revenue is recognized when the above four criteria are met. For the collectibility criteria, revenue from each channel partner is deferred until cash is collected unless a pattern of collectibility is established through actual transactions with each specific channel partner.

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Services revenues consist of professional deployment, configuration, customized application development, training services, software maintenance and technical support services. Professional services revenues are generally recognized as the services are performed. For arrangements in which professional services are provided in conjunction with software, professional services revenues generated by services provided prior to delivery of software are deferred until delivery of all software. Revenues from maintenance and technical support, which typically consist of unspecified when-and-if-available product updates and customer telephone support services, are recognized ratably over the term of the service period, which is generally one year.

We recognize revenue in accordance with SOP No. 97-2, as amended. SOP 97-2, as amended, requires that revenue recognized from multiple element arrangements that include software licenses be allocated to the various elements of the arrangement based on the fair values of the elements, such as hardware, deployment services and maintenance and technical support services. We follow the residual method of accounting under SOP 97-2, as amended. Under the residual method, the aggregate arrangement fee is allocated to each of the undelivered elements in an amount equal to their fair values, with the residual arrangement fee allocated to the delivered elements. The relative fair value of the undelivered elements included in our multi-element sales arrangements is based on vendor specific objective evidence, or VSOE. The relative fair value of elements not essential to the functioning of the software, including hardware units and related accessories, are calculated in accordance with EITF 00-21.

Under EITF 00-21, we determine the fair value of hardware elements based on the price when it is sold separately by either Voxware or a competitor. We determine VSOE of the fair values of maintenance and technical support based on annual renewal rates provided to customers and for professional services based on standard hourly rates when such services are provided on a stand-alone basis. As of December 31, 2008, we believe that we have realized VSOE of the fair values for maintenance and professional services.

Deferred revenues consist of unearned customer deposits, extended hardware warranties, depot management service fees and PCS arrangements. Customer deposits are recognized as revenue upon customer acceptance of the underlying product and services in conjunction with the recognition of deferred project costs. PCS arrangements include software maintenance revenues. These arrangements, which sometimes include amounts bundled with initial revenues, are deferred upon invoicing and recognized as revenues over the term of the service period, which is typically one year. Revenues from extended hardware warranties are recognized over the term of the warranty, which is typically one year. Certain extended hardware warranty arrangements have a three year term. Revenues from depot management services, which were provided through December 2007, were recognized over the contract period.

We continue to generate royalty revenues from our legacy speech compression technology business, which was sold in 1999. Royalties are earned on technologies our customers incorporate into their products for resale pursuant to contracts expiring at various dates through December 31, 2009. Revenues are recognized at the time of the customers’ shipment of those products, as estimated based upon reports received periodically from our customers.

Travel costs associated with professional services and billed to customers are recorded as services revenues at the time they are incurred by us.

Allowance for Doubtful Accounts
The allowance for doubtful accounts is based on our assessment of the collectibility of specific customer accounts and an assessment of international and economic risk, as well as the aging of the accounts receivable. If there is a change in a major customer’s credit worthiness or if actual defaults differ from its historical experience, our estimates of recoverability of amounts due it could be affected.

Research and Development
Research and development expenditures are charged to operations as incurred. Pursuant to SFAS 86, development costs incurred in connection with the research and development of software products and enhancements to existing software products are charged to expense as incurred until technological feasibility has been established, at which time such costs are capitalized until the product is available for general release to customers. We define technological feasibility as the point at which there is a completed working model of the software product, the completeness of which is to be confirmed by testing. According to SFAS 86, the working model is generally deemed to exist with commencement of beta testing.

Warranty Costs
We warrant all manufacturer defects on our voice-based solutions, generally commencing upon shipment, and extending for 12 months. We accrue for warranty costs based on our estimate of expected repair cost per unit, service policies and specific known issues. Certain extended hardware warranty services are outsourced to a third-party in accordance with contracts that generally span three years. The costs associated with these contracts are prepaid and recognized ratably over the life of the contract. If we experience claims or significant changes in costs of services, such as third-party vendor charges, materials or freight, which could be higher or lower than our historical experience, our cost of revenues could be affected.

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Inventory
Inventory purchases and purchase commitments are based upon forecasts of future demand. Voxware values its inventory at the lower of average cost or market. If we believe that demand no longer allows us to sell our inventory above cost, or at all, then we write down that inventory to market or write off excess inventory levels. If customer demand subsequently differs from our forecasts, requirements for inventory write-offs could differ from our estimates.

Share Based Compensation
We account for share based compensation in accordance with SFAS 123(R), which requires all companies to measure compensation cost for all share-based payments, including employee stock options, at fair value. The values of the portions of the awards that are ultimately expected to vest are recognized as expense over the requisite service periods. Compensation expense associated with equity awards is determined based on the estimated fair value of the award itself, measured using either current market data or an established option pricing model. We use the Black-Scholes option pricing model to determine the fair value of option awards and the market value on the date of the grant to determine the fair value of other equity awards. The measurement date for option and other equity awards is the date of grant.

Income Taxes
There are significant differences in calculating income or loss for accounting and tax purposes, primarily relating to charges that are recorded in the current period for accounting purposes, but are deferred for tax purposes. Furthermore, tax laws differ in each jurisdiction, yielding differing amounts of taxable income or loss in each jurisdiction. While we have substantial net operating losses to offset taxable income in some taxing jurisdictions, certain restrictions preclude us from fully utilizing the benefit of these net operating losses. In addition, the expansion of our business requires us to file taxes in jurisdictions where we did not previously operate, and thus do not have established net operating losses to offset the tax liability.

Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits that are not expected to be realized. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in the period that such tax rate changes are enacted.

We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2008 and 2007, there was no accrued interest related to uncertain tax positions.

Our key accounting estimates and policies are reviewed with the Audit Committee of our Board of Directors.

Off-Balance Sheet Arrangements:

We do not have any off-balance sheet arrangements.

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Results of Operations

Three months ended December 31, 2008 compared to the three months ended December 31, 2007
(dollars in table are presented in thousands)

  Three Months   Three Months        
  Ended   Ended        
  December 31, % of Total December 31, % of Total      
       2008      Revenue      2007      Revenue      $ Change       % Change
Product revenues $               1,985                58 % $               3,981              73 % $      (1,996 )              (50% )
Services revenues   1,464   42 %     1,448   27 %   16   1%  
Total revenues   3,449   100 %   5,429   100 %     (1,980 ) (36% )
 
Cost of product revenues   772   22 %   1,401   26 %   (629 ) (45% )
Cost of service revenues   876   25 %   907   17 %   (31 ) (3% )
Total cost of revenues     1,648   48 %   2,308   43 %   (660 ) (29% )
 
Gross profit   1,801   52 %   3,121     57 %   (1,320 ) (42% )
 
Research and development   1,013   29 %   918   17 %   95   10%  
Sales and marketing   1,451   42 %   1,383   25 %   68   5%  
General and administrative   1,025   30 %   837   15 %   188   22%  
Total operating expenses   3,489   101 %   3,138   57 %   351   11%  
 
Operating loss   (1,688 ) (50 %)   (17 ) (0 %)   (1,671 ) N/M  
 
Interest (expense) income, net   (3 ) (0 %)   10   (0 %)   (13 ) (130% )
Loss before income taxes   (1,691 ) (50 %)   (7 ) (0 %)   (1,684 ) N/M  
 
Provision for income taxes   (2 ) (0 %)   -   0 %   (2 ) N/A  
 
Net loss $ (1,693 ) (49 %) $ (7 ) (0 %) $ (1,686 ) N/M  

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The components of gross profit for the three months ended December 31, 2008 and 2007 are as follows:

  Three Months Ended
  December 31,
        2008       2007
  (in thousands)
Product revenues         
     Software licenses $ 541 $          1,283
     Hardware units and accessories              1,137   2,170
     Extended hardware warranties   239     414
     Royalties   68   114
    1,985   3,981
 
Cost of product revenues         
     Software licenses   18   14
     Hardware units and accessories   685   1,344
     Extended hardware warranties   69   43
    772   1,401
 
Gross Profit from product revenues    1,213   2,580
 
Service revenues         
     Professional services   413   629
     Software maintenance services   1,006   754
     Billable travel   45   65
    1,464   1,448
 
Cost of service revenues         
     Professional services   614   667
     Software maintenance services   212   178
     Billable travel   50   62
    876   907
 
Gross Profit from service revenues    588   541
 
Gross Profit  $ 1,801 $ 3,121

Revenues

Total revenues were $3,449,000 for the three months ended December 31, 2008 compared to total revenues of $5,429,000 for the three months ended December 31, 2007. The $1,980,000 (36%) decrease in total revenues is primarily due to decreases of $742,000 (58%) in licensing of software, $1,033,000 (48%) in revenues generated from the sale of hardware units and related accessories, $216,000 (34%) in professional services, $175,000 (42%) in extended hardware warranties and $46,000 (40%) in royalties, offset by an increase of $252,000 (33%) in software maintenance services. Product revenues accounted for 58% of revenues during the three months ended December 31, 2008 as compared to 73% during the three months ended December 31, 2007. Service revenues accounted for 42% of revenue during the three months ended December 31, 2008 as compared to 27% during the three months ended December 31, 2007.

Product revenues include licensing of software, sales of hardware units and accessories, extended hardware warranties and royalties from our speech compression technology. Total product revenues decreased $1,996,000 (50%) to $1,985,000 during the three months ended December 31, 2008 from $3,981,000 in the three months ended December 31, 2007. The decrease in product revenues during the three months ended December 31, 2008 was primarily due to decreases in the number of new customer sites running our software, the number of VoxBrowser software licenses and related hardware units and accessories sold compared to the three months ended December 31, 2007. The decrease in the number of software licenses, hardware units and hardware accessories sold was primarily due to a decrease in the number of new customer sites purchasing our solutions during the three months ended December 31, 2008 as compared to the three months ended December 31, 2007, which was primarily caused by customers and sales prospects delaying purchasing decisions in response to current global economic conditions. In spite of the results of the three months ended December 31, 2008, we anticipate that software licenses will generally account for a greater percentage of product revenues in the future, with less emphasis on sales of new or upgraded hardware units. Software licenses contributed 27% of product revenues during the three months ended December 31, 2008 as compared to 32% during the three months ended December 31, 2007. In addition, we expect that a greater percentage of hardware sales will be derived from accessories, rather than hardware units, as more hardware manufacturers and resellers enter the marketplace. Accessories generally provide higher gross margin percentages than hardware unit sales. Accessories accounted for 66% of hardware revenues during the three months ended December 31, 2008 as compared to 67% of hardware revenues for the three months ended December 31, 2007. However, we cannot predict the rate of future growth or the relative mix of software licenses or sales of hardware units, accessories and services.

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Services revenues are derived from professional services fees relating to voice-based solutions, ongoing customer support activities and travel charges billed to customers for costs incurred while providing services. For the three months ended December 31, 2008, services revenues totaled $1,464,000, an increase of $16,000 (1%) from services revenues of $1,448,000 for the three months ended December 31, 2007. Professional services decreased $216,000 (34%) from $629,000 during the three months ended December 31, 2007 to $413,000 during the three months ended December 31, 2008. The decrease in professional services reflects the decrease in the number of new sites at which our solutions were implemented during the three months ended December 31, 2008 as compared to during the three months ended December 31, 2007. Voxware 3 provides tools to allow third-party partners to develop voice-enabled logistics solutions independent of our professional services staff. As a result, professional services revenues for new customers may decline in the future. Software maintenance support services increased $252,000 (33%) from $754,000 during the three months ended December 31, 2007 to $1,006,000 during the three months ended December 31, 2008. Revenues from software maintenance support services tend to grow over time as additional software licenses are sold and remain in effect.

Cost of Revenues

Total cost of revenues decreased $660,000 (29%) from $2,308,000 for the three months ended December 31, 2007 to $1,648,000 for the three months ended December 31, 2008.

Cost of product revenues decreased $629,000 (45%) from $1,401,000 in the three months ended December 31, 2007, to $772,000 in the three months ended December 31, 2008. Such costs reflect materials, labor and overhead associated with the sale of our voice-based products. Included in our cost of product revenues is the cost associated with our team responsible for testing, shipping, supporting and managing third party hardware. This team was comprised of four individuals as of December 31, 2008 as compared to five individuals as of December 31, 2007. The decrease in cost of product revenues is primarily attributable to a decrease of $543,000 for direct material costs and a decrease of $72,000 for freight charges. These cost reductions were primarily due to a decrease in sales of computer hardware units and related accessories during the three months ended December 31, 2008 as compared to the three months ended December 31, 2007. Despite the decline in the three months ended December 31, 2008, we expect software licensing to account for a higher percentage of product revenues in the future. Accordingly, cost of product revenues, as a percentage of product revenues, may gradually decline, so that our margins earned on product revenues may increase. However, any such increases in gross margin percentages may be offset if end users seek to purchase portable computer hardware units and related accessories directly from us instead of through third-party partners, as the gross margin on sales of hardware is lower than that on sales of software.

Cost of services revenues consists primarily of the expenses associated with customer maintenance support and professional services, including employee compensation, outside consulting services and travel expenditures. Professional services costs include labor charges for custom application design and development, customer training and assisting customers implement our voice-based solutions. Professional services costs are tracked by project and are deferred until the related project revenue is recognized. Costs of customer support and professional services staff performed in support of our sales and research and development activities are recorded as operating expenses, while the cost of customer support or professional service activities performed by our research and development staff are recorded as cost of services revenues. Our customer support and professional services staff was comprised of 19 individuals as of December 31, 2008, as compared to 21 individuals as of December 31, 2007. Four positions were eliminated during the three months ended December 31, 2008 in response to the Company’s decline in revenues during the period. Cost of services revenues decreased $31,000 (3%) from $907,000 in the three months ended December 31, 2007 to $876,000 in the three months ended December 31, 2008. Labor costs, including customer support and professional services activities performed by our research and development staff, had the effect of decreasing cost of services revenues by $46,000 during the three months ended December 31, 2008 as compared to the three months ended December 31, 2007. The Company also experienced cost reductions of $41,000 for travel related costs and $21,000 for outside services during the three months ended December 31, 2008 as compared to the three months ended December 31, 2007. The recognition of deferred project costs during the three months ended December 31, 2008 exceeded project cost deferrals during that period by $144,000. The recognition of deferred project costs during the three months ended December 31, 2007 exceeded project cost deferrals during that period by $52,000. Thus, the impact of the timing of project cost deferrals led to a net increase of $92,000 in project costs during the three months ended December 31, 2008 as compared to the three months ended December 31, 2007. During the three months ended December 31, 2008, the Company eliminated four positions from the customer support and professional services operations, of which three positions were eliminated late in the quarter. As such, quarterly costs of service revenues may be lower during the second half of fiscal 2009 than they were during the three months ended December 31, 2008.

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Operating Expenses

Total operating expenses increased by $351,000 (11%) to $3,489,000 in the three months ended December 31, 2008 from $3,138,000 in the three months ended December 31, 2007. The number of employees associated with operating expenses (research and development, sales and marketing, general and administrative) totaled 49 individuals as of December 31, 2008 and 2007.

Research and development expenses primarily consist of employee compensation, consulting fees and other costs associated with our voice recognition technology, hardware platform and VoiceLogistics software suite. In addition, costs incurred by our customer support and professional services teams relating to the development of our VoiceLogistics software suite are charged to research and development, while the cost of customer support or professional service activities performed by our research and development staff are recorded as cost of services revenues. Our research and development team was comprised of 19 individuals as of December 31, 2008 and 22 individuals as of December 31, 2007. Three positions were eliminated during the three months ended December 31, 2008, net of new hires, in response to our decline in revenues during the period. Our research and development expenses increased $95,000 (10%) to $1,013,000 in the three months ended December 31, 2008, from $918,000 in the three months ended December 31, 2007. Labor costs, net of costs allocated to or from professional services and customer support, increased $52,000 during the three months ended December 31, 2008 as compared to the three months ended December 31, 2007. In addition, recruiting expenses increased by $38,000. Quarterly research and development costs during the second half of fiscal year 2009 may be lower than costs incurred during the quarters ended September 30, 2008 and December 31, 2008 due to the reduction of staff size as part of our effort to more closely match costs to revenues.

Sales and marketing expenses primarily consist of employee compensation (including direct sales commissions), third-party partnership fees, travel expenses and trade show and other lead generation expenses. Our sales and marketing staff was comprised of 19 individuals as of December 31, 2008 compared to 17 individuals as of December 31, 2007. Three positions were eliminated during the three months ended December 31, 2008, in response to our decline in revenues during the period. Sales and marketing expenses increased $68,000 (5%) to $1,451,000 in the three months ended December 31, 2008, from $1,383,000 in the three months ended December 31, 2007. The change in sales and marketing expenses is due primarily to increases during the three months ended December 31, 2008 of $37,000 in labor costs due to the larger sales staff, $44,000 in marketing program costs and $22,000 in outside services. These increases were offset by $36,000 of sales and marketing services were performed by our customer service teams during the three months ended December 31, 2007 as compared to $0 during the three months ended December 31, 2008. In light of reduced revenues caused by global economic conditions, we undertook steps to reduce sales and marketing expenses. We anticipate that sales and marketing expenses during fiscal year 2009 may be less than those costs incurred during fiscal year 2008.

General and administrative expenses consist primarily of employee compensation and fees for insurance, rent, office expenses, professional services, public company related charges and income and expenses related to fluctuations in foreign currency exchange rates. The general and administrative staff was comprised of 11 full time employees as of December 31, 2008 compared to 10 full time employees as of December 31, 2007. General and administrative expenses increased $188,000 (22%) to $1,025,000 in the three months ended December 31, 2008 from $837,000 in the three months ended December 31, 2007. Fluctuations in foreign currency exchange rates generated losses of $175,000 during the three months ended December 31, 2008 compared to gains of $117,000 during the three months ended December 31, 2007, a change of $292,000. Labor costs increased $54,000 during the three months ended December 31, 2008 as compared to the three months ended December 31, 2007 due primarily to an increase of $38,000 for non-cash share based compensation charges associated with stock options and restricted stock units granted in fiscal year 2008. These cost increases were offset by a decrease in outside professional services costs, which were $143,000 lower during the three months ended December 31, 2008 than during the three months ended December 31, 2007.

Interest Income and Expense

Interest income earned is reported net of interest expense. Net interest expense was $3,000 for the three months ended December 31, 2008, compared to net interest income of $10,000 for the three months ended December 31, 2007, a decrease of $13,000. Interest income decreased $28,000 from $44,000 during the three months ended December 31, 2007 to $16,000 during the three months ended December 31, 2008 due primarily to declining interest rates and lower balances of invested funds. Interest expense decreased $15,000 from $34,000 during the three months ended December 31, 2007 to $19,000 during the three months ended December 31, 2008 due primarily to declining debt levels.

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Income Taxes

There are significant differences in calculating income or loss for accounting and tax purposes, primarily relating to charges that are recorded in the current period for accounting purposes, but are deferred for tax purposes. Furthermore, tax laws differ in each jurisdiction, yielding differing amounts of taxable income or loss in each jurisdiction. While we have substantial net operating losses to offset taxable income in some taxing jurisdictions, certain restrictions preclude us from fully utilizing the benefit of these net operating losses. In addition, the expansion of our business requires us to file taxes in jurisdictions where we did not previously operate, and thus do not have established net operating losses to offset the tax liability.

The provision for income taxes was $2,000 for the three months ended December 31, 2008 as compared to $0 for the three months ended December 31, 2007. We had a loss before taxes of $1,691,000 for accounting purposes during the three months ended December 31, 2008, compared to a loss before taxes of $7,000 during the three months ended December 31, 2007.

Six months ended December 31, 2008 compared to the six months ended December 31, 2007
(dollars in table are presented in thousands)

      Six Months             Six Months                  
Ended Ended
December 31, % of Total December 31, % of Total
2008 Revenue 2007 Revenue $ Change % Change
Product revenues $     3,805   57% $     8,275 76% $     (4,470 ) (54% )
Services revenues   2,898   43%     2,588   24%   310   12%  
Total revenues 6,703 100% 10,863 100% (4,160 ) (38% )
 
Cost of product revenues 1,622 24% 2,691 25% (1,069 ) (40% )
Cost of service revenues   1,701   25%     1,546   14%     155   10%  
Total cost of revenues 3,323 50%   4,237 38% (914 ) (22% )
                               
Gross profit  3,380 50% 6,626 60% (3,246 ) (49% )
 
Research and development 2,025 30% 1,730 16% 295 17%
Sales and marketing 2,931 45% 2,958   27%   (27 ) (1% )
General and administrative   2,079 32%   1,500 14%   579   39%
Total operating expenses 7,035 106% 6,188 57% 847 14%
                               
Operating (loss) profit (3,655 ) (56% ) 438 4% (4,093 ) (934% )
 
Interest (expense) income, net   (6 ) (0% )   16 0%   (22 ) (138% )
(Loss) profit before income taxes (3,661 ) (55% ) 454 4% (4,115 ) (906% )
 
Provision for income taxes (2 ) (0% ) (7 ) (0% ) 5 71%
 
Net (Loss) profit $     (3,663 ) (55% ) $     447   4%   $     (4,110 ) (919% )

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The components of gross profit for the six months ended December 31, 2008 and 2007 are as follows:

Six Months Ended
December 31,
      2008       2007
(in thousands)
Product revenues
       Software licenses $      779 $      2,819
       Hardware units and accessories 2,398     4,419
       Extended hardware warranties 493 791
       Royalties   135   246
3,805 8,275
             
Cost of product revenues
       Software licenses   20 47
       Hardware units and accessories 1,474 2,568
       Extended hardware warranties   128   76
1,622 2,691
           
Gross Profit from product revenues 2,183 5,584
 
Service revenues
       Professional services 810 1,014
       Software maintenance services 1,986 1,442
       Billable travel   102   132
2,898 2,588
 
Cost of service revenues
       Professional services 1,180 1,045
       Software maintenance services 419 374
       Billable travel   102   127
1,701 1,546
             
Gross Profit from service revenues 1,197 1,042
       
Gross Profit $ 3,380 $ 6,626

Revenues

Total revenues were $6,703,000 for the six months ended December 31, 2008 compared to total revenues of $10,863,000 for the six months ended December 31, 2007. The $4,160,000 (38%) decrease in total revenues is primarily due to decreases of $2,040,000 (72%) in licensing of software, $2,021,000 (46%) in revenues generated from the sale of hardware units and related accessories, $298,000 (38%) in extended hardware warranties, $204,000 (20%) in professional services and $111,000 (45%) in royalties, offset by an increase of $544,000 (38%) in software maintenance services. Product revenues accounted for 57% of revenues during the six months ended December 31, 2008 as compared to 76% during the six months ended December 31, 2007. Service revenues accounted for 43% of revenue during the six months ended December 31, 2008 as compared to 24% during the six months ended December 31, 2007.

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Product revenues include licensing of software, sales of hardware units and accessories, extended hardware warranties and royalties from our speech compression technology. Total product revenues decreased $4,470,000 (54%) to $3,805,000 during the six months ended December 31, 2008 from $8,275,000 in the six months ended December 31, 2007. The decrease in product revenues during the six months ended December 31, 2008 was primarily due to decreases in the number of new customer sites running our software, the number of VoxBrowser software licenses and related hardware units and accessories sold compared to the six months ended December 31, 2007. The decrease in the number of software licenses, hardware units and hardware accessories sold was primarily due to a decrease in the number of new customer sites purchasing our solutions during the six months ended December 31, 2008 as compared to the six months ended December 31, 2007, which we believe was primarily caused by customers and sales prospects delaying purchasing decisions in response to current global economic conditions. In spite of the results of the six months ended December 31, 2008, we anticipate that software licenses will generally account for a greater percentage of product revenues in the future, with less emphasis on sales of new or upgraded hardware units. Software licenses contributed 20% of product revenues during the six months ended December 31, 2008 as compared to 34% during the six months ended December 31, 2007. In addition, we expect that a greater percentage of hardware sales will be derived from accessories, rather than hardware units, as more hardware manufacturers and resellers enter the marketplace. Accessories generally provide higher gross margin percentages than hardware unit sales. Accessories accounted for 65% of hardware revenues during the six months ended December 31, 2008 as compared to 53% of hardware revenues for the six months ended December 31, 2007. However, we cannot predict the rate of future growth or the relative mix of software licenses or sales of hardware units, accessories and services.

Services revenues are derived from professional services fees relating to voice-based solutions, ongoing customer support activities and travel charges billed to customers for costs incurred while providing services. For the six months ended December 31, 2008, services revenues totaled $2,898,000, an increase of $310,000 (12%) from services revenues of $2,588,000 for the six months ended December 31, 2007. Professional services decreased $204,000 (20%) from $1,014,000 during the six months ended December 31, 2007 to $810,000 during the six months ended December 31, 2008. The decrease in professional services reflects the decrease in the number of new sites at which our solutions were implemented during the six months ended December 31, 2008 as compared to during the six months ended December 31, 2007. Voxware 3 provides tools to allow third-party partners to develop voice-enabled logistics solutions independent of our professional services staff. As a result, professional services revenues for new customers may decline in the future. Software maintenance support services increased $544,000 (38%) from $1,442,000 during the six months ended December 31, 2007 to $1,986,000 during the six months ended December 31, 2008. Revenues from software maintenance support services tend to grow over time as additional software licenses are sold and remain in effect.

Cost of Revenues

Total cost of revenues decreased $914,000 (22%) from $4,237,000 for the six months ended December 31, 2007 to $3,323,000 for the six months ended December 31, 2008.

Cost of product revenues decreased $1,069,000 (40%) from $2,691,000 in the six months ended December 31, 2007, to $1,622,000 in the six months ended December 31, 2008. Such costs reflect materials, labor and overhead associated with the sale of our voice-based products. Included in our cost of product revenues is the cost associated with our team responsible for testing, shipping, supporting and managing third party hardware. This team was comprised of four individuals as of December 31, 2008 as compared to five individuals as of December 31, 2007. One position was eliminated during the six months ended December 31, 2008 in response to the Company’s decline in revenues during the period. The decrease in cost of product revenues is primarily attributable to a decrease of $996,000 for direct material costs and a decrease of $63,000 for freight charges. These cost reductions were primarily due to a decrease in sales of computer hardware units and related accessories during the six months ended December 31, 2008 as compared to the six months ended December 31, 2007. Despite the decline in the six months ended December 31, 2008, we expect software licensing to account for a higher percentage of product revenues in the future. Accordingly, cost of product revenues, as a percentage of product revenues, may gradually decline, so that our margins earned on product revenues may increase. However, any such increases in gross margin percentages may be offset if end users seek to purchase portable computer hardware units and related accessories directly from us instead of through third-party partners, as the gross margin on sales of hardware is lower than that on sales of software.

Cost of services revenues consists primarily of the expenses associated with customer maintenance support and professional services, including employee compensation, outside consulting services and travel expenditures. Professional services costs include labor charges for custom application design and development, customer training and assisting customers implement our voice-based solutions. Professional services costs are tracked by project and are deferred until the related project revenue is recognized. Costs of customer support and professional services staff performed in support of our sales and research and development activities are recorded as operating expenses, while the cost of customer support or professional service activities performed by our research and development staff are recorded as cost of services revenues. Our customer support and professional services staff was comprised of 19 individuals as of December 31, 2008, as compared to 21 individuals as of December 31, 2007. Four positions were eliminated during the six months ended December 31, 2008 in response to the Company’s decline in revenues during the period. Cost of services revenues increased $155,000 (10%) from $1,546,000 in the six months ended December 31, 2007 to $1,701,000 in the six months ended December 31, 2008. Labor costs, including customer support and professional services activities performed by our research and development staff, had the effect of increasing cost of services revenues by $59,000 during the six months ended December 31, 2008 as compared to the six months ended December 31, 2007. The recognition of deferred project costs during the six months ended December 31, 2008 exceeded project cost deferrals during that period by $96,000. The deferral of project costs during the six months ended December 31, 2007 exceeded the recognition of deferred project costs during that period by $100,000. Thus, the impact of the timing of project cost deferrals led to a net increase of $196,000 in project costs during the six months ended December 31, 2008 as compared to the six months ended December 31, 2007. These cost increases were partially offset by reductions of $55,000 in travel related costs higher and $34,000 of outside services during the six months ended December 31, 2008 as compared to the six months ended December 31, 2007.

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Operating Expenses

Total operating expenses increased by $847,000 (14%) to $7,035,000 in the six months ended December 31, 2008 from $6,188,000 in the six months ended December 31, 2007. The number of employees associated with operating expenses (research and development, sales and marketing, general and administrative) totaled 49 individuals as of December 31, 2008 and 2007.

Research and development expenses primarily consist of employee compensation, consulting fees and other costs associated with our voice recognition technology, hardware platform and VoiceLogistics software suite. In addition, costs incurred by our customer support and professional services teams relating to the development of our VoiceLogistics software suite are charged to research and development, while the cost of customer support or professional service activities performed by our research and development staff are recorded as cost of services revenues. Our research and development team was comprised of 19 individuals as of December 31, 2008 and 22 individuals as of December 31, 2007. Four positions were eliminated during the six months ended December 31, 2008, net of new hires, in response to our decline in revenues during the period. Our research and development expenses increased $295,000 (17%) to $2,025,000 in the six months ended December 31, 2008, from $1,730,000 in the six months ended December 31, 2007. Labor costs, net of costs allocated to or from professional services and customer support, increased $209,000 during the six months ended December 31, 2008 as compared to the six months ended December 31, 2007. In addition, recruiting expenses increased by $27,000 and travel costs increased by $23,000. Research and development costs during the second half of fiscal year 2009 may be lower than costs incurred during the period from July 1, 2008 through December 31, 2008 due to the reduction of staff size as part of our effort to more closely match costs to revenues.

Sales and marketing expenses primarily consist of employee compensation (including direct sales commissions), third-party partnership fees, travel expenses and trade show and other lead generation expenses. Our sales and marketing staff was comprised of 19 individuals as of December 31, 2008 compared to 17 individuals as of December 31, 2007. Three positions were eliminated during the six months ended December 31, 2008, in response to our decline in revenues during the period. Sales and marketing expenses decreased $27,000 (1%) to $2,931,000 in the six months ended December 31, 2008, from $2,958,000 in the six months ended December 31, 2007. The change in sales and marketing expenses is due primarily to decreases of $97,000 of sales and marketing services performed by our customer service teams, $72,000 of training costs and $59,000 of recruiting during the six months ended December 31, 2008 as compared to the six months ended December 31, 2007. These decreases were offset by increases of $111,000 in labor costs due to the larger sales staff, $44,000 in travel costs, $21,000 in facilities costs and $14,000 in marketing programs. In light of reduced revenues caused by global economic conditions, we undertook steps to reduce sales and marketing expenses. We anticipate that sales and marketing expenses during fiscal year 2009 may be less than those costs incurred during fiscal year 2008.

General and administrative expenses consist primarily of employee compensation and fees for insurance, rent, office expenses, professional services, public company related charges and income and expenses related to fluctuations in foreign currency exchange rates. The general and administrative staff was comprised of 11 full time employees as of December 31, 2008 compared to 10 full time employees as of December 31, 2007. General and administrative expenses increased $579,000 (39%) to $2,079,000 in the six months ended December 31, 2008 from $1,500,000 in the six months ended December 31, 2007. Fluctuations in foreign currency exchange rates generated losses of $351,000 during the six months ended December 31, 2008 compared to gains of $204,000 during the six months ended December 31, 2007, a change of $555,000. Labor costs increased $218,000 during the six months ended December 31, 2008 as compared to the six months ended December 31, 2007 due primarily to an increase of $195,000 for non-cash share based compensation charges associated with stock options and restricted stock units granted in fiscal year 2008. These cost increases were offset by a decrease in outside professional services costs, which were $184,000 lower during the six months ended December 31, 2008 than during the six months ended December 31, 2007.

Interest Income and Expense

Interest income earned is reported net of interest expense. Net interest expense was $6,000 for the six months ended December 31, 2008, compared to net interest income of $16,000 for the six months ended December 31, 2007, a change of $22,000. Interest income decreased $57,000 from $91,000 during the six months ended December 31, 2007 to $34,000 during the six months ended December 31, 2008 due primarily to declining interest rates and lower balances of invested funds. Interest expense decreased $35,000 from $75,000 during the six months ended December 31, 2007 to $40,000 during the six months ended December 31, 2008 due primarily to declining debt levels.

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Income Taxes

There are significant differences in calculating income or loss for accounting and tax purposes, primarily relating to charges that are recorded in the current period for accounting purposes, but are deferred for tax purposes. Furthermore, tax laws differ in each jurisdiction, yielding differing amounts of taxable income or loss in each jurisdiction. While we have substantial net operating losses to offset taxable income in some taxing jurisdictions, certain restrictions preclude us from fully utilizing the benefit of these net operating losses. In addition, the expansion of our business requires us to file taxes in jurisdictions where we did not previously operate, and thus do not have established net operating losses to offset the tax liability.

The provision for income taxes was $2,000 for the six months ended December 31, 2008 as compared to $7,000 for the six months ended December 31, 2007. We had a loss before taxes of $3,661,000 for accounting purposes during the six months ended December 31, 2008, compared to a profit before taxes of $454,000 during the six months ended December 31, 2007.

Liquidity and Capital Resources

As of December 31, 2008, we had $2,996,000 in cash and cash equivalents, compared to $3,503,000 in cash and cash equivalents as of June 30, 2008, a decrease of $507,000. Our working capital as of December 31, 2008 was $524,000 compared to $3,799,000 as of June 30, 2008, a decrease of $3,275,000.

Net cash used in operating activities totaled $512,000 for six months ended December 31, 2008, primarily consisting of a net loss of $3,663,000 and decreases of $803,000 in accounts payable and accrued expenses and $709,000 in deferred revenues, offset by a decrease of $3,732,000 in accounts receivable and non-cash charges totaling $819,000, consisting of $610,000 of share based compensation, $162,000 of depreciation and amortization and a $47,000 increase in the provision for bad debts. The reduction in accounts payable and accrued expenses is primarily a function of payments of commissions and bonuses accrued as of June 30, 2008. The decrease in deferred revenues is due primarily to the timing of maintenance billings throughout the year and the completion of customer implementation projects. Changes in accounts receivable are the function of the timing of invoicing and collections throughout the year. Share based compensation charges relate to grants of restricted stock units and stock options. For the six months ended December 31, 2007, net cash used in operating activities totaled $36,000, primarily consisting of decreases of $1,155,000 in accounts payable and accrued expenses and $1,349,000 in deferred revenues, and an increase of $154,000 of deferred project costs, offset by a net profit of $447,000 and decreases of $288,000 in inventory and $1,310,000 in accounts receivable. Cash used in operating activities was offset by non-cash charges totaling $517,000, consisting of $311,000 of share based compensation, $129,000 of depreciation and amortization, and a $77,000 provision for bad debts. The reduction in accounts payable and accrued expenses is primarily a function of payments of inventory and bonuses accrued as of June 30, 2007. The decrease in deferred revenues is due primarily to the timing of maintenance billings throughout the year, and the completion of customer implementation projects. Changes in accounts receivable are the function of the timing of invoicing and collections throughout the quarter. The decrease in inventory is primarily due to the delivery to our customer in July 2007 of a significant inventory order that we received in June 2007.

Net cash used in investing activities totaled $69,000 during the six months ended December 31, 2008 and $149,000 during the six months ended December 31, 2007 due primarily to purchases of property and equipment.

Net cash provided by financing activities totaled $74,000 during the six months ended December 31, 2008, compared to $313,000 used in financing activities during the six months ended December 31, 2007. During the six months ended December 31, 2008, we borrowed $451,000 to fund the purchase of fixed assets and repaid $379,000 against term loans with Silicon Valley Bank, or SVB. We received net proceeds in the amount of $2,000 from the exercise of stock options during the six months ended December 31, 2008. During the six months ended December 31, 2007, we repaid $341,000 against term loans with SVB and received proceeds of $28,000 from the exercise of stock options.

We initially entered into a credit facility with SVB on December 30, 2003. The following facilities were outstanding during fiscal years 2008 and 2009:

A $1,000,000 equipment line of credit, or the Equipment Line, secured by all of our personal property was first drawn upon on December 16, 2005. We were required to make interest-only payments, at a rate of prime plus 1.75%, on the principal balance through May 9, 2006, at which point the Equipment Line was converted into a term loan with 30 fixed monthly payments of approximately $17,000. Effective May 9, 2006, the interest rate was fixed at 9.5%. The unpaid principal balance outstanding was $0 as of December 31, 2008.

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On May 24, 2006, we entered into a Loan and Security Agreement with SVB, or the 2006 Facility, providing an additional $3,000,000 credit facility comprised of a $1,500,000 revolving line of credit, or the Revolver, and a $1,500,000 Non-Formula Term Loan, or the 2006 Term Loan, to fund our anticipated working capital needs. The 2006 Term Loan is to be repaid in 36 equal monthly payments of principle and interest, commencing on April 1, 2007, and has an outstanding balance of $625,000 at December 31, 2008. Monthly principle payments total approximately $42,000. Amounts outstanding under the 2006 Term Loan bear interest at December 31, 2008 at a rate of 7%, calculated as the greater of 7% or prime plus 3%, as established by the Waiver and Third Loan Modification Agreement, or TLMA, with SVB executed on November 17, 2008.

On February 13, 2008, with an effective date of December 27, 2007, we entered into a second loan modification agreement, or SLMA, with SVB providing for a new $600,000 revolving equipment line of credit, or the Equipment Revolver. The availability under the Equipment Revolver was limited to a borrowing base advance rate that is equal to 100% against the invoice value of new Eligible Equipment (as defined in the SLMA). The draw down period for the Equipment Revolver expired May 31, 2008, but was extended by SVB to July 31, 2008. Originally, amounts advanced under the Equipment Revolver bore interest at a rate equal to the greater of (a) 6.75% and (b) the amount equal to the prime rate plus 1.0%. This rate was revised to the greater of 7% or prime plus 3% by the TLMA. The repayment of any funds drawn against the Equipment Revolver shall be made in 36 equal monthly payments following each new advance under the Equipment Revolver. The outstanding balance on the Equipment Revolver was $388,000 at December 31, 2008.

The Revolver created by the 2006 Facility was initially available until October 31, 2007. It was extended to February 11, 2009 by the SLMA. The Revolver provides for a line of credit up to $1,500,000, with a $1,000,000 sub-limit to be established for cash management and foreign exchange requirements. As of December 31, 2008, amounts outstanding under the Revolver bear interest at the rate of 7%, calculated as the greater of 7% or prime plus 3%. In addition, a fee of 0.25% is charged against the unused portion of the Revolver. No funds were borrowed against the Revolver at December 31, 2008.

As of December 31, 2008, we were in violation of a covenant of our Amended and Restated Loan and Security Agreement, dated as of December 29, 2006, or Loan Agreement, with Silicon Valley Bank, or SVB, as amended by the Third Loan Modification Agreement, dated as of November 17, 2008, or TLMA requiring that we not exceed certain net loss thresholds for the three months ended December 31, 2008, as defined by the terms of the TLMA.  The loan covenant violation represents an “Event of Default” under the Loan Agreement.  Accordingly, SVB may, among other actions, without notice or demand, declare all obligations outstanding under the agreements to be immediately due and payable, including amounts outstanding under the 2006 Term Loan, the Revolver and the Equipment Revolver.  We reclassified $125,000 due under the 2006 Term Loan and $238,000 due under the Equipment Revolver in the December 31, 2008 balance sheet from long term debt to current portion of long term debt in response to the loan covenant violation.  As of the date of this filing, we owe an aggregate of approximately $905,000 to SVB under the Loan Agreement (including $542,000 currently outstanding under the 2006 Term Loan and $363,000 currently outstanding under the Equipment Revolver).  There is no amount currently due under the Revolver, which terminated on February 11, 2009.  On February 17, 2009, we entered into a Waiver and Fourth Loan Modification Agreement that, among other things, waived the loan covenant violation and extended the maturity of the Revolver until March 31, 2009.  In addition, the Waiver and Fourth Loan Modification Agreement revised certain outstanding financial covenants under the Loan Agreement, including minimum net loss thresholds.  We are currently in negotiations with SVB regarding an additional loan modification agreement extending the Revolver and establishing revised loan covenants.  If agreement is not reached, we expect to repay all outstanding balances under the 2006 Term Loan and Equipment Revolver.  We have sufficient cash to repay the existing loan balances in full to the extent required.  We cannot, however, provide assurances that we will be able to reach agreement with SVB on an additional loan modification on terms favorable to us, if at all.

We continue to expand our partnership channel, with particular emphasis on the development of relationships with mobile computer equipment manufacturers and vendors, VARs, logistics consultants and WMS vendors. Using Voxware 3 and VoxBrowser, independent third-party partners are able to develop and deliver voice-enabled logistics solutions on other manufacturers’ hardware. As a result of the partner relationships and product offerings, a greater percentage of revenue is likely to be derived in the future from software than has occurred historically, with a lower percentage of total revenue derived from hardware and professional services. The gross margin generated by software revenue is higher than that earned on hardware and professional services revenue. For the six months ended December 31, 2008, we earned gross margin from software licenses of 97%, as compared to 39% for sales of hardware units and related accessories. Partnership channel sales accounted for 13% of our revenues during the six months ended December 31, 2008, as compared to 16% during the six months ended December 31, 2007. Software licenses contributed 12% of revenues for the six months ended December 31, 2008, compared to 26% of revenue for the six months ended December 31, 2007. Decreases in the percentage of revenues generated through partnership channels and the percentage of revenues derived from software licenses during the six months ended December 31, 2008 represent a departure from trends noted in recent periods. These decreases are primarily attributable to decisions by customers and prospective customers to delay major capital expenditures in light of tight credit markets associated with general worldwide economic conditions. We expect that recent coordinated efforts by federal authorities throughout the world will gradually lead to a general loosening of international credit markets, thus enabling customers and prospective customers to increase levels of capital expenditures. In addition, given the volume and quality of prospective transactions in our sales pipeline, we anticipate a resumption of the trend towards a more profitable mix of revenue prior to the end of fiscal year 2009. However, we can provide no assurance with respect to the timing of this expected long-term trend or whether the trend will be true in any specific period.

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The recent deterioration of general worldwide economic conditions has negatively impacted certain vertical markets, including retail and food distribution, that are significant to our operations. As a result of these general economic conditions, our revenue during the third and fourth quarters of fiscal 2009 will likely be lower than quarterly revenues reported for those periods in fiscal 2008. In response to the changing economic environment, we eliminated a net of 12 positions during the six months ended December 31, 2008, after considering new hires, and scaled back certain planned costs, new hires and capital purchases. However, our customer base continues to expand, with existing customers expected to implement our products in additional sites as they experience favorable results with our offerings and new customers brought to us through direct sales efforts, VARs and other channel partners. We expect the majority of revenues will come from existing customers in fiscal year 2009, but that revenues from new customers, including those brought to us through VARs and other channel partners, will grow faster than revenues from existing customers. We expect revenues will generally increase over revenues for the six months ended December 31, 2008, although we can provide no assurances that revenues earned in any given fiscal quarter or year will exceed the preceding fiscal quarter or year. Furthermore, we anticipate that in some fiscal quarters and years, costs will exceed revenues.

We may need to raise additional capital through either new equity or debt financing arrangements and may elect to utilize such an arrangement to fund further expansion of our operations. Due to the recent downturn in the economy, there can be no assurances that financing will be available on terms acceptable to us, if at all. However, due to a general trend providing greater emphasis on sales of higher margin product and given our efforts to reduce costs, we believe that we have adequate capital resources available to fund our operations through December 31, 2009.

Dilutive Effect of Options and Warrants

As of December 31, 2008, 12,000,000 shares of our Common Stock were authorized, of which 6,536,569 were issued and outstanding. The following table summarizes the potential dilutive impact in the event of the exercise of all options and warrants to purchase stock, including options and warrants whose strike prices exceed the market value of our Common Stock.

Dilutive Effect of Options and Warrants as of December 31, 2008
 
Common stock issued and outstanding as of December 31, 2008        6,536,569
 
Dilutive instruments:     
     Outstanding warrants to purchase common stock *    1,155,474
     Outstanding options to purchase common stock *    1,043,237
     Unissued restricted stock units    197,754
     
Common stock plus dilutive instruments outstanding    8,933,034
 
Options to purchase common stock available to issue     
     pursuant to various stock option plans    100,814
     
Common stock outstanding if all dilutive instruments     
     are converted and exercised    9,033,848
 
 * Includes all "in-the-money" and "out-of-the-money" warrants and options.       

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. The primary objective of our investment activities is to preserve principal while maximizing yields without assuming significant risk. This is accomplished by investing in diversified investments, consisting primarily of short-term investment-grade securities. We do not use derivative financial instruments in our investment portfolio. Due to the nature of our investments, we believe that we are not exposed to material risk of interest rate changes. A hypothetical 100 basis point change in interest rates, either positive or negative, would not have had a significant effect on either (i) our cash flows and reported results of operations in the six month periods ended December 31, 2008 and 2007, or (ii) the fair value of our investment portfolios at December 31, 2008 and June 30, 2008.

At December 31, 2008, our cash and cash equivalents consisted entirely of money market investments with remaining maturities of 90 days or less when purchased and non-interest bearing checking accounts. Investments in marketable debt securities with maturities greater than 90 days and less than one year are classified as held-to-maturity short-term investments and are recorded at amortized cost. Under current investment guidelines, maturities on short-term investments are restricted to one year or less. Investments in auction rate securities, with maturities which can be greater than one year but for which interest rates reset in less than 90 days, are classified as available for sale securities and stated at fair market value. At December 31, 2008 and June 30, 2008, we held no auction rate securities.

At December 31, 2008, our outstanding debt consisted of two loans in the aggregate amount of $1,013,000. The term loan and equipment revolver with Silicon Valley Bank, or SVB had outstanding balances at December 31, 2008 of $625,000 and $388,000, respectively. Interest on both loans at December 31, 2008 is 7%, with the interest rate calculated as the greater of 7% or a rate of prime plus 3%. A hypothetical 100 basis point increase in interest rates would not have had a significant effect on our annual interest expense.

Foreign Currency Exchange Risk

We do not use foreign currency forward exchange contracts or purchased currency options to hedge local currency cash flows or for trading purposes. Sales arrangements with international customers are generally denominated in foreign currency, typically British pounds or euros. For the six month period ended December 31, 2008, approximately 33% of our overall revenue resulted from sales to customers outside the United States. Accounts receivable at December 31, 2008 included balances denominated in British pounds valued at $377,000 and balances denominated in euros valued at $416,000. During the six months ended December 31, 2008, we recognized a loss of $351,000 from transactions denominated in foreign currency. A hypothetical 10% increase in the value of the U.S. dollar relative to British pound and euro as of December 31, 2008 would have resulted in an increase to the operating loss of approximately $72,000 for the six months ended December 31, 2008, while a 10% decrease in the value of the U.S. dollar relative to British pound and euro as of December 31, 2008 would have resulted in a reduction of the operating loss of approximately $88,000.

Item 4(T). Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2008. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2008, our disclosure controls and procedures were (1) effective in that they were designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to our principal executive officer and principal financial officer by others within those entities, as appropriate to allow timely decisions regarding required disclosures, and (2) effective in that they ensure that information required to be disclosed by us in our 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.

Changes in Internal Controls

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities and migrating processes.

There were no changes during the quarter ended December 31, 2008 in our internal control over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, we do not believe that the outcome of any of these legal matters will have a material adverse effect on our business, operating results or financial condition.

Item 1A. Risk Factors

We operate in a rapidly changing business environment that involves substantial risk and uncertainty. The following discussion addresses some of the risks and uncertainties that could cause, or contribute to cause, actual results to differ materially from expectations. We caution all readers to pay particular attention to the descriptions of risks and uncertainties described below and in other sections of this report and our other filings with the SEC.

If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In such case, the trading price of our Common Stock could decline and we may be forced to consider additional alternatives.

This Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this Quarterly Report on Form 10-Q.

Risks Relating to Our Business and Operations
If we continue to incur operating losses, we may be unable to continue our operations. With the exception of fiscal 2008, we have incurred operating losses since we started our company in August 1993. The accumulated deficit at December 31, 2008 was $78,403,000. The recent deterioration of general worldwide economic conditions has negatively impacted certain vertical markets, including retail and food distribution, that are significant to our operations. As a result of these general economic conditions, we incurred a net loss of $3,663,000 for the first six months of fiscal 2009 and our revenues during the second half of fiscal 2009 will likely be lower than revenues reported during the second half of fiscal 2008. If we incur operating losses and consistently fail to be a profitable company, we may be unable to continue our operations. In addition, we plan to continue to increase spending on research and development, along with sales and marketing, at levels higher than in the recent past and possibly disproportionate to revenue, thus incurring net losses in the near term. Our future profitability depends on our ability to obtain significant customers for our products, to identify, engage and support significant partners to sell our products, to respond to competition, to introduce new and enhanced products and to successfully market and support our products. We cannot assure you that we will achieve or sustain significant sales or profitability in the future.

If we cannot raise adequate capital in the future, we may be unable to continue our product development, marketing and business, generally. We anticipate investing significant resources to fund future operations, including product development and marketing. The recent deterioration of general worldwide economic conditions has negatively impacted certain vertical markets, including retail and food distribution, that are significant to our operations. As a result of these general economic conditions, our revenue during the second half of fiscal 2009 will likely be lower than revenues reported for the second half of fiscal 2008. As a result, we may need to raise additional capital to fund future operations. Funding in the form of either debt or equity, from any source, may not be available when needed or on favorable terms, particularly in light of the recent tightening of worldwide credit markets. If we cannot raise adequate funds to satisfy our capital requirements, we may have to limit, delay, scale-back or eliminate product development programs, marketing or other activities. We might be forced to sell or license our technologies. Any of these actions might harm our business. If additional financing is obtained, the financing may be dilutive to our current stockholders.

We rely substantially on key customers. Our customer base is highly concentrated. One customer accounted for 17% of our total revenues for the six months ended December 31, 2008. We believe that a substantial portion of our net sales will continue to be derived from a concentrated group of customers. However, the volume of sales to a specific customer is likely to vary from period to period, and a significant customer in one period may not purchase our products in a subsequent period. In general, there are no ongoing written commitments by customers to purchase our products. Our net sales in any period generally have been, and likely will continue to be, in the near term, derived from a relatively small number of sales transactions. Therefore, the loss of one or more major customers, or a delay in their orders, could have a material adverse affect on our results of operations.

If our Voxware 3 family of products is not successful in the market, we will not be able to generate substantial revenues or achieve sustained profitability. Our success is substantially dependent on the success of our VoiceLogistics family of products. If the market accepts our Voxware 3 products, these products will account for the vast majority of our net revenue in the future. If our Voxware 3 products are unsatisfactory, or if we are unable to generate significant demand for these products, or if we fail to develop other significant products or applications, our business will be materially and adversely affected.

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We have a sole source vendor for our primary hardware products. One vendor supplies us with our primary wearable computer hardware products. Any disruption in supply by this vendor would prohibit us from shipping our products, and thus recognizing revenue. In addition, other vendors provide custom-made components that would take time to reproduce with other suppliers should a current vendor fail to deliver quality product in a timely manner.

We are relying on third-party hardware manufacturers to develop and bring to market portable voice-compatible computer equipment on which to run our software. Sales of our Voxware 3 and VoxBrowser software products depend, in part, upon the delivery by third-party hardware manufacturers of robust Voxware-certified mobile computing devices with sufficient memory, voice capabilities and form factor. While we anticipate the entrance of additional Voxware-certified devices in the marketplace in the future, our customers seeking best-of-breed hardware units to drive our software currently have a limited selection from which to choose. We cannot assure you that third-party manufacturers will develop and market hardware units compatible with our software on a timely basis, if at all.

If we do not develop or acquire and introduce new and enhanced products on a timely basis, our products may be rendered obsolete. The markets for our speech recognition products and voice-based technologies are characterized by rapidly changing technology. The introduction of products by others based on new or more advanced technologies could render our products obsolete and unmarketable. Therefore, our ability to build on our existing technologies and products to develop and introduce new and enhanced products in a cost effective and timely manner will be a critical factor in our ability to grow and compete. We cannot assure you that we will develop new or enhanced products successfully and bring them to market in a timely manner. Further, we cannot assure you that the market will accept new or enhanced products. Our failure to develop new or enhanced products, including our failure to develop or acquire the technology necessary to do so, would have a material adverse effect on our business.

If our competitors introduce better or less expensive products, our products may not be profitable to sell or to continue to develop. The business in which we engage is highly competitive. Advances in technology, product improvements and new product introductions, as well as marketing and distribution capabilities and price competition influence success. Failure to keep pace with product and technological advances could adversely affect our competitive position and prospects for growth. Our products compete with those being offered by larger, traditional computer industry participants who have substantially greater financial, technical, marketing and manufacturing resources than we do. We cannot assure you that we will be able to compete successfully against these competitors, or that competitive pressures faced by us would not adversely affect our business or operating results.

If we cannot integrate our speech recognition products with other components of customer systems, we may not be able to sell our products. Although state-of-the-art speech recognition technology is important to generating sales in our target markets, other components of a voice-based system are also necessary. Our products must be easily integrated with customers’ asset management and information systems. The ability to incorporate speech recognition products into customers’ systems, quickly and without excessive cost or disruption, will be a key factor in our success. We do not now possess all the necessary components for system integration. Acquisitions, joint ventures or other strategic relationships may be required for us to develop or obtain access to the necessary components to achieve market penetration. The development of strategic relationships with other software vendors can be a lengthy process as potential partners evaluate the benefit to their business of integrating voice-based solutions, and in particular, our software, into their product offerings. We cannot assure you that our efforts will be successful and, to the extent we are unsuccessful, our business may be materially adversely affected.

There are a number of factors which may cause substantial variability in our quarterly operating results. Our revenue, gross profit, operating income or loss and net income or loss may vary substantially from quarter-to-quarter due to a number of factors. Many factors, some of which are not within our control, may contribute to fluctuations in operating results. These factors include, but are not limited to, the following:

  • market acceptance of our products;
  • timing and levels of purchases by customers;
  • interruption and delays in production caused by vendor delays;
  • new product and service introductions by our competitors or us;
  • market factors affecting the availability or cost of qualified technical personnel;
  • timing and customer acceptance of our new product and service offerings;
  • effectiveness of sales efforts by third-party partners;
  • length of sales cycle;
  • introduction and application of new generally accepted accounting principles; and
  • industry and general economic conditions, including the recent slowdown of the United States economy.

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We cannot assure you that any of these factors will not substantially influence our quarterly operating results.

If our third-party partners do not effectively market and service our products, we may not generate significant revenues or profits from sales of our products. We utilize third parties, such as hardware system vendors, WMS companies, distributors, consultants, value added resellers and system integrators, to sell and/or assist us in selling our products. To date we have signed agreements with several of these third-party partners, and we expect these partners to contribute an increasing percentage of overall revenues in the future. We believe that the establishment of a network of third-party partners, with extensive and specific knowledge of the various applications critical in the industrial market, is important for us to succeed in that market. Some third-party partners also purchase products from us at a discount and incorporate them into application systems for various target markets, and/or consult with us in the development of application systems for end users. Once signed, new partners must be trained in the development and sale of voice-based logistics solutions. Accordingly, there can be a significant lead time between the signing of agreements with partners and the recognition of revenues generated by the partners. For the foreseeable future, we may sell fewer products if we cannot attract and retain third-party partners to sell and service our products effectively and provide timely and cost-effective customer support. An increasing number of companies compete for access to the types of partners we use. Additionally, we may experience conflicts between our distribution channel partners who may compete against one another. Our sales may suffer as a result of these conflicts.

Either party generally may terminate our current arrangements with third-party partners at any time upon 30 days prior written notice. We cannot assure you that our partners will continue to purchase and re-sell our products, or provide us with adequate levels of support. If our partner relationships are terminated or otherwise disrupted, our operating performance and financial results may be adversely affected.

If we cannot attract and retain management and other personnel with experience in the areas of our business focus, we will not be able to manage and grow our business. We have been developing and selling our speech recognition products and voice-based technologies since February 1999. Since that time, we have been hiring personnel with skills and experience relevant to the development and sale of these products and technologies. If we cannot continue to hire such personnel and to retain personnel hired, our ability to operate our business will be materially adversely affected. On June 30, 2006, the Company accelerated the vesting of outstanding stock options to all of its employees, thereby eliminating a possible reason for employees to remain with the Company. As of December 31, 2008, 100,814 options to purchase shares of our Common Stock were available for grant to employees. Competition for qualified personnel is intense, and we cannot assure you that we will be able to attract, assimilate or retain qualified personnel.

If the export of our technology is deemed a violation of the regulations of the United States Department of Commerce, Bureau of Industry and Security, our business will be substantially harmed. The Bureau of Industry and Security, or BIS, oversees implementation and enforcement of the Export Administration Regulations, or EAR, which control the export of most commercial items. The BIS regulates "dual-use" items that have both commercial and military or proliferation applications, however, purely commercial items without an obvious military use are also subject to the EAR. The EAR prohibit the export of certain technologies, while the export of other technologies is restricted in certain geographical regions or to certain entities. Exporters deemed in violation of the EAR are subject to substantial penalties. We are developing international channels for the distribution of our speech recognition and voice-based technology, and anticipate increasing our dependence upon revenue derived from foreign sources. If some or all of our products are classified as a restricted technology under the EAR, our ability to generate revenue from international sources will be materially adversely affected.

If we cannot protect our proprietary rights and trade secrets, or if we are found to be infringing on the patents and proprietary rights of others, our business would be substantially harmed. Our success depends in part on our ability to protect the proprietary nature of our products, preserve our trade secrets and operate without infringing upon the proprietary rights of others. If others obtain and copy our technology, or claim that we are making unauthorized use of their proprietary technology, we may become involved in lengthy and costly disputes to resolve questions of ownership of the technology. If we are found to be infringing on the proprietary rights of others, we could be required to seek licenses to use necessary technology. We cannot assure you that licenses of third-party patents or proprietary rights would be made available to us on acceptable terms, if at all. In addition, the laws of certain countries may not protect our intellectual property because the laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States, and many companies have encountered significant problems and costs in protecting their proprietary rights in these foreign countries. To protect our proprietary rights, we seek patents and we enter into confidentiality agreements with our employees and consultants with respect to proprietary rights and unpatented trade secrets. We cannot assure you those patent applications in which we hold rights will result in the issuance of patents. We cannot assure you that any issued patents will provide significant protection for our technology and products. In addition, we cannot assure you that others will not independently develop competing technologies that are not covered by our patents. We cannot assure you that confidentiality agreements will provide adequate protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosures. Any unauthorized disclosure and use of our proprietary technology could have a material adverse effect on our business.

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Risks Relating to Our Securities
The price of our Common Stock has been highly volatile due to factors that will continue to affect the price of our stock. Our Common Stock traded as high as $4.57 and as low as $0.75 per share between July 1, 2008 and December 31, 2008. Historically, the over-the-counter markets and NASDAQ Capital Market for securities such as our Common Stock have experienced extreme price fluctuations. Some of the factors leading to this volatility include:

  • fluctuations in our quarterly revenue and operating results;
  • announcements of product releases by us or our competitors;
  • announcements of acquisitions and/or partnerships by us or our competitors;
  • increases in outstanding shares of our Common Stock upon exercise or conversion of derivative securities, and the issuances of our Common Stock pursuant to our private placement transactions;
  • delays in producing finished goods inventory for shipment; and
  • the small public float of our outstanding Common Stock in the marketplace.

There is no assurance that the price of our Common Stock will not continue to be volatile in the future.

A significant portion of our total outstanding shares of Common Stock may be sold in the market in the near future. This could cause the market price of our Common Stock to drop significantly, even if our business is doing well. Sales of a substantial number of shares of our Common Stock in the public market could occur at any time. These sales, or the perception in the market of such sales, may have a material adverse effect on the market price of our Common Stock. We previously registered all shares of Common Stock that we may issue under our employee benefit plans. Sales of outstanding shares, when sold, could reduce the market price of our Common Stock.

Future sales of our Common Stock in the public market could adversely affect the price of our Common Stock. Sales in the public market of substantial amounts of our Common Stock that are not currently freely tradable, or even the potential for such sales, could impair the ability of our stockholders to recoup their investment or make a profit. As of January 31, 2009, these shares include:

  • approximately 208,000 shares of our Common Stock owned by our executive officers and directors; and
  • approximately 2,270,000 shares of our Common Stock issuable to warrant holders and option holders, which may be sold under various prospectuses filed under the Securities Act of 1933, as amended, or the Securities Act.

The sale of substantial amounts of our Common Stock by certain affiliates, including our largest stockholders, or the sale of substantial amounts of our Common Stock received through the exercise of outstanding options and/or warrants, or the perception of such sales, may have a material adverse effect on our stock price.

If the holders of the warrants and options to purchase our Common Stock elect to have their collective holdings assumed by a potential acquirer of us, the potential acquirer could be deterred from completing the acquisition. Also, if the holders of the warrants and options to purchase our Common Stock elect to have their holdings remain outstanding after an acquisition of us, the potential acquirer could be deterred from completing the acquisition.

Our management and other affiliates have significant control of our Common Stock and could control our actions in a manner that conflicts with our interests and the interests of other stockholders. As of January 31, 2009, our executive officers, directors and affiliated entities together beneficially own approximately 5,784,000 shares of our Common Stock, assuming the exercise of options, warrants and other Common Stock equivalents, which are currently exercisable, held by these stockholders. As a result, these stockholders, acting together, will be able to exercise considerable influence over matters requiring approval by our stockholders, including the election of directors, and may not always act in the best interests of other stockholders. Such a concentration of ownership may have the effect of delaying or preventing a change in our control, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices.

If we are unable to maintain our listing on the NASDAQ Capital Market, the marketability of our Common Stock could be adversely affected. Our Common Stock is currently listed on the NASDAQ Capital Market under the symbol “VOXW”. In order for our Common Stock to continue trading on the NASDAQ Capital Market, we must meet certain minimum financial requirements. Among other requirements, the minimum bid price of our Common Stock must remain at least $1.00 per share and the market value of publicly held shares, as defined by the NASDAQ Capital Market, must remain at least $1,000,000. In addition, we must continue to meet at least one of the following three requirements:

  • Stockholders’ equity must be at least $2,500,000;
  • Market value of our Common Stock must be at least $35,000,000; or
  • Net income from continuing operations must be at least $500,000.

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On five occasions during December 2008, including on December 31, 2008, the bid price of our Common Stock closed on the NASDAQ Capital Market at prices below $1.00 per share. NASDAQ suspended the enforcement of the rules requiring a minimum $1.00 closing bid price on October 16, 2008 in response to events relating to global financial markets. NASDAQ originally announced the suspension of enforcement of the rules would remain in effect through January 16, 2009. However, on December 19, 2008, NASDAQ announced that the suspension of enforcement of those rules was extended through April 17, 2009. Accordingly, the Company was not in violation of the minimum bid price rules as of December 31, 2008.

While we satisfy the requirements for continued listing on the NASDAQ Capital Market as of December 31, 2008, periods of operating losses may adversely affect our ability to maintain minimum required values of stockholders’ equity or Common Stock market value. If we are unable to satisfy the criteria to maintain listing of our Common Stock, our Common Stock could be subject to delisting. Trading, if any, of our Common Stock would thereafter be conducted on the OTC Bulletin Board or in the so-called “Pink Sheets”. As a consequence, it would be far more difficult for our stockholders to trade in our Common Stock, and it may be more difficult to obtain accurate and current information concerning market prices for our Common Stock.

Risks Relating to Accounting Rules and Internal Controls
Changes in, or interpretations of, accounting rules and regulations, such as expensing of stock options, could result in unfavorable accounting charges. We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting policies. A change in these policies can have a significant effect on our reported results, and may even retroactively affect previously reported transactions.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

As of December 31, 2008, we were in violation of a covenant of our Amended and Restated Loan and Security Agreement, dated as of December 29, 2006, or Loan Agreement, with Silicon Valley Bank, or SVB, as amended by the Third Loan Modification Agreement, dated as of November 17, 2008, or TLMA requiring that we not exceed certain net loss thresholds for the three months ended December 31, 2008, as defined by the terms of the TLMA.  The loan covenant violation represents an “Event of Default” under the Loan Agreement.  Accordingly, SVB may, among other actions, without notice or demand, declare all obligations outstanding under the agreements to be immediately due and payable, including amounts outstanding under the 2006 Term Loan, the Revolver and the Equipment Revolver.  We reclassified $125,000 due under the 2006 Term Loan and $238,000 due under the Equipment Revolver in the December 31, 2008 balance sheet from long term debt to current portion of long term debt in response to the loan covenant violation.  As of the date of this filing, we owe an aggregate of approximately $905,000 to SVB under the Loan Agreement (including $542,000 currently outstanding under the 2006 Term Loan and $363,000 currently outstanding under the Equipment Revolver).  There is no amount currently due under the Revolver, which terminated on February 11, 2009.  On February 17, 2009, we entered into a Waiver and Fourth Loan Modification Agreement that, among other things, waived the loan covenant violation and extended the maturity of the Revolver until March 31, 2009.  In addition, the Waiver and Fourth Loan Modification Agreement revised certain outstanding financial covenants under the Loan Agreement, including minimum net loss thresholds.  We are currently in negotiations with SVB regarding an additional loan modification agreement extending the Revolver and establishing revised loan covenants.  If agreement is not reached, we expect to repay all outstanding balances under the 2006 Term Loan and Equipment Revolver.  We have sufficient cash to repay the existing loan balances in full to the extent required.  We cannot, however, provide assurances that we will be able to reach agreement with SVB on an additional loan modification on terms favorable to us, if at all.

Item 4. Submission of Matters to a Vote of Security Holders

Our annual meeting of stockholders, or the Annual Meeting, was held on December 12, 2008. There were present in person or by proxy stockholders holding an aggregate of 4,454,099 shares of common stock out of a total of 6,513,049 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting.

The matters that were voted on at the Annual Meeting were:

(1) A proposal to elect seven Directors to serve until the 2009 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified:

Joseph A. Allegra;
James L. Alexandre;
Donald R. Caldwell;
Don Cohen;
Robert Olanoff;
David J. Simbari; and
Scott J. Yetter.

(2) A proposal to ratify the appointment of BDO Seidman, LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2009.

The results of the votes of the Annual Meeting were as follows:

Number of Shares of  
Common Stock  
Proposal For Withheld  
Election of the following nominees as Directors:  
Joseph A. Allegra 4,451,604 2,495  
James L. Alexandre 4,451,756 2,343  
Donald R. Caldwell 4,451,637 2,462    
Don Cohen 4,451,585 2,514  
Robert Olanoff 4,451,658 2,441  
David J. Simbari 4,451,724 2,375  
Scott J. Yetter 4,450,229 3,870  
 
Number of Shares of Common Stock
Proposal       For       Against       Abstain
Ratification of the appointment of BDO Seidman, LLP, as our independent registered public accounting firm for the year ending June 30, 2009: 4,451,529 595 1,975

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Accordingly, our stockholders elected Messrs. Allegra, Alexandre, Caldwell, Cohen, Olanoff, Simbari and Yetter to continue serving as Directors until the 2009 Annual Meeting of Stockholders at which time all directors of the Company will be up for election.

Our stockholders also ratified the appointment of BDO Seidman, LLP as our independent registered public accounting firm for the year ending June 30, 2009.

Item 5. Other Information

As of December 31, 2008, we were in violation of a covenant of our Amended and Restated Loan and Security Agreement, dated as of December 29, 2006, or Loan Agreement, with Silicon Valley Bank, or SVB, as amended by the Third Loan Modification Agreement, dated as of November 17, 2008, or TLMA requiring that we not exceed certain net loss thresholds for the three months ended December 31, 2008, as defined by the terms of the TLMA.  The loan covenant violation represents an “Event of Default” under the Loan Agreement.  Accordingly, SVB may, among other actions, without notice or demand, declare all obligations outstanding under the agreements to be immediately due and payable, including amounts outstanding under the 2006 Term Loan, the Revolver and the Equipment Revolver.  We reclassified $125,000 due under the 2006 Term Loan and $238,000 due under the Equipment Revolver in the December 31, 2008 balance sheet from long term debt to current portion of long term debt in response to the loan covenant violation.  As of the date of this filing, we owe an aggregate of approximately $905,000 to SVB under the Loan Agreement (including $542,000 currently outstanding under the 2006 Term Loan and $363,000 currently outstanding under the Equipment Revolver).  There is no amount currently due under the Revolver, which terminated on February 11, 2009.  On February 17, 2009, we entered into a Waiver and Fourth Loan Modification Agreement that, among other things, waived the loan covenant violation and extended the maturity of the Revolver until March 31, 2009.  In addition, the Waiver and Fourth Loan Modification Agreement revised certain outstanding financial covenants under the Loan Agreement, including minimum net loss thresholds.  We are currently in negotiations with SVB regarding an additional loan modification agreement extending the Revolver and establishing revised loan covenants.  If agreement is not reached, we expect to repay all outstanding balances under the 2006 Term Loan and Equipment Revolver.  We have sufficient cash to repay the existing loan balances in full to the extent required.  We cannot, however, provide assurances that we will be able to reach agreement with SVB on an additional loan modification on terms favorable to us, if at all.

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Item 6. Exhibits

(a) Exhibits

Exhibit Number      Description
10.1 Waiver and Third Loan Modification Agreement, dated as of November 17, 2008, by and between the Company and Silicon Valley Bank (incorporated by reference to exhibit 10.1 to the Current Report of Form 8-K filed on November 21, 2008.
10.2 Waiver and Fourth Loan Modification Agreement, dated as of February 17, 2009, by and between the Company and Silicon Valley Bank.
31.1 Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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.

Dated: February 17, 2009

VOXWARE, INC. 
(Registrant) 
 
 
By: /s/ Scott J. Yetter   
Scott J. Yetter, President and 
Chief Executive Officer 
(Principal Executive Officer) 
  
 
By: /s/ William G. Levering III   
William G. Levering III 
Chief Financial Officer 
(Principal Financial Officer and 
Principal Accounting Officer) 

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EXHIBIT INDEX

Exhibit Number      Description of Document
10.1   Waiver and Third Loan Modification Agreement, dated as of November 17, 2008, by and between the Company and Silicon Valley Bank (incorporated by reference to exhibit 10.1 to the Current Report of Form 8-K filed on November 21, 2008.
10.2 Waiver and Fourth Loan Modification Agreement, dated as of February 17, 2009, by and between the Company and Silicon Valley Bank.
31.1 Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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