UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

þ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 26, 2005

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 000-27312

TOLLGRADE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	25-1537134
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

493 Nixon Rd.
Cheswick, PA 15024
(Address of principal executive offices, including zip code)

412-820-1400
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ                    No o

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

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

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

As of March 31, 2005, there were 13,161,140 shares of the Registrant’s Common Stock, $0.20 par value per share, and no shares of the Registrant’s Preferred Stock, $1.00 par value per share, outstanding.

TOLLGRADE COMMUNICATION INC.
AMENDMENT NO. 1
EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Tollgrade Communications, Inc.’s Quarterly Report on Form 10-Q is to restate the Company’s condensed consolidated financial statements for the three month periods ended March 26, 2005 and March 27, 2004. This filing should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, which contains restated financial statements for the years ended December 31, 2003 and 2004.

As reported on Form 8-K, which was filed with the Securities and Exchange Commission (SEC) on February 1, 2006, the Company determined it would restate its financial statements for the years ended December 31, 2003 and 2004, including the unaudited quarterly financial information for the year ended December 31, 2004 and for each of the first three quarters for the year ended December 31, 2005. The restatement adjustments relate to certain assets acquired by the Company in its LoopCare and Cheetah acquisitions that should have been assigned finite useful lives, rather than indefinite lives, at their respective acquisition dates in September 2001 and February 2003. The assets affected include the LoopCare Base Software and Cheetah Customer Base, which will be amortized over 10 and 15 years, respectively, from the date of acquisition. The nature and impact of these adjustments are more fully described in Note 2 “Restatement” of the condensed consolidated financial statements in this Form 10-Q/A.

No attempt has been made in this Form 10-Q/A to modify or update other disclosures presented in the original report on Form 10-Q, except as required to reflect the effects of the restatement. This Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q or modify or update those disclosures. Information not affected by the restatement is unchanged and reflects the disclosure made at the time of the original filing of the Form 10-Q with the Securities and Exchange Commission on May 4, 2005.

The items updated in the Form 10-Q/A include the following:

Part I — Item 1 — Financial Statements
Part I — Item 2 — Management’s Discussions and Analysis of Financial Condition and Results of
Operations
Part I — Item 4 — Controls and Procedures
Updated Signatures, 302 and 906 Certifications

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TOLLGRADE COMMUNICATIONS, INC.

Quarterly Report on Form 10-Q/A
For the Quarter Ended March 26, 2005

Table of Contents

	PAGE NO.
PART I. FINANCIAL INFORMATION RESTATED
Item 1 Condensed Consolidated Financial Statements (unaudited):
Condensed Consolidated Balance Sheets as of March 26, 2005 and December 31, 2004		4
Condensed Consolidated Statements of Operations for the three month periods ended March 26, 2005 and March 27, 2004		5
Condensed Consolidated Statement of Changes in Shareholders’ Equity for the three month period ended March 26, 2005		6
Condensed Consolidated Statements of Cash Flows for the three month periods ended March 26, 2005 and March 27, 2004		7
Notes to Condensed Consolidated Financial Statements		8
Report of Independent Registered Public Accounting Firm		17
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3 Quantitative and Qualitative Disclosures about Market Risk		44
Item 4 Controls and Procedures		44
PART II. OTHER INFORMATION
Item 2 Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities		47
Item 6 Exhibits and Reports Filed on Form 8-K		47
SIGNATURES		49
EXHIBIT INDEX		50
Exhibit 15
Exhibit 31.1
Exhibit 31.2
Exhibit 32
EXHIBIT 15
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32

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PART I. FINANCIAL INFORMATION

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TOLLGRADE COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands except per share amounts) (Unaudited)

	March 26, 2005			December 31, 2004*
	Restated — See Note 2
ASSETS
Current assets:
Cash and cash equivalents	$	23,134		$	32,622
Short-term investments		28,428			18,537
Accounts receivable:
Trade, net of allowance for doubtful accounts of $737 in 2005 and $754 in 2004		8,861			10,691
Other		706			106
Inventory		14,110			12,941
Prepaid expenses and other current assets		1,792			2,543
Refundable income taxes		652			964
Deferred tax assets		1,785			1,143
Total current assets		79,468			79,547
Property and equipment, net		7,514			7,860
Deferred tax assets		249			197
Intangibles, net		40,308			40,518
Goodwill		22,220			22,220
Capitalized software costs, net		5,985			6,453
Receivable from officer		157			156
Other assets		182			194
Total assets	$	156,083		$	157,145
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,321		$	1,087
Accrued warranty		2,061			2,081
Accrued expenses		2,627			1,735
Accrued salaries and wages		599			718
Accrued royalties payable		152			451
Income taxes payable		181			169
Deferred income		1,287			2,461
Total current liabilities		8,228			8,702
Deferred tax liabilities		2,299			2,042
Total liabilities		10,527			10,744
Commitments and contingent liabilities		—			—
Shareholders’ equity:
Preferred stock, $1.00 par value; Authorized shares, 10,000,000; issued shares, -0- In 2005 and 2004		—			—
Common stock, $.20 par value; authorized shares, 50,000,000; issued shares, 13,622,940 in 2005 and 2004		2,725			2,725
Additional paid-in capital		71,135			71,135
Treasury stock, at cost, 461,800 shares in 2005 and 2004		(4,791	)		(4,791	)
Retained earnings		76,487			77,332
Total shareholders’ equity		145,556			146,401
Total liabilities and shareholders’ equity	$	156,083		$	157,145

* Amounts derived from audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005

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

TOLLGRADE COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) (Unaudited)

	Three Months Ended
	March 26, 2005			March 27, 2004
	Restated — See Note 2
Revenues:
Products	$	11,980		$	14,455
Services		2,295			3,152
Total revenues:		14,275			17,607
Cost of sales:
Products		6,052			6,014
Services		796			860
Amortization of intangibles		714			625
		7,562			7,499
Gross profit		6,713			10,108
Operating expenses:
Selling and marketing		2,238			2,472
General and administrative		1,835			1,934
Research and development		3,396			4,192
Retirement expense		775			—
Total operating expense		8,244			8,598
(Loss) income from operations		(1,531	)		1,510
Other income:
Interest income (including interest income from officer receivable of $1,800 and $1,900 in 2005 and 2004)		262			90
(Loss) income before taxes		(1,269	)		1,600
(Benefit) provision for income taxes		(424	)		608
Net (loss) income	$	(845	)	$	992
(Loss) earnings per share information:
Weighted average shares of common stock and equivalents:
Basic		13,161			13,120
Diluted		13,161			13,352
Net (loss) income per common share:
Basic	$	(0.06	)	$	0.08
Diluted	$	(0.06	)	$	0.07

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

TOLLGRADE COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’
EQUITY

For the Three Months Ended March 26, 2005
(In thousands, except per share amounts) (Unaudited)

									Additional
	Preferred Stock				Common Stock				Paid-In		Treasury			Retained
	Shares		Amount		Shares		Amount		Capital		Stock			Earnings			Total
Balance at December 31, 2004 — as originally reported		—	$	—		13,623	$	2,725	$	71,135	$	(4,791	)	$	78,440		$	147,509
Restatement —adjustments (Note 2)		—		—		—		—		—		—			(1,108	)		(1,108	)
Balance at December 31, 2004 — restated		—	$	—		13,623	$	2,725	$	71,135	$	(4,791	)	$	77,332		$	146,401
Net loss				—		—		—		—		—			(845	)		(845	)
Balance at March 26, 2005 — restated		—	$	—		13,623	$	2,725	$	71,135	$	(4,791	)	$	76,487		$	145,556

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

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TOLLGRADE COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except per share amounts) (Unaudited)

	Three Months Ended
	March 26, 2005			March 27, 2004
	Restated — See Note 2
Cash flows from operating activities:
Net (loss) income	$	(845	)	$	992
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		1,368			1,251
Tax benefit from exercise of stock options		—			15
Deferred income taxes		(437	)		216
Provision for losses on inventory		57			(158	)
(Reversal) provision for allowance for doubtful accounts		(17	)		81
Changes in assets and liabilities:
Decrease (increase) in accounts receivable-trade		1,847			(922	)
Increase in accounts receivable-other		(600	)		(51	)
Increase in inventory		(1,226	)		(992	)
Decrease (increase) in prepaid expenses and other assets		762			(375	)
Decrease in refundable taxes		312			273
Increase in accounts payable		234			16
(Decrease) increase in accrued warranty		(20	)		73
(Decrease) increase in accrued expenses and deferred income		(282	)		337
(Decrease) increase in accrued royalties payable		(299	)		86
(Decrease) increase in accrued salaries and wages		(119	)		84
Increase in income taxes payable		12			375
Net cash provided by operating activities		747			1,301
Cash flows from investing activities:
Purchase of short-term investments		(10,391	)		(6,284	)
Redemption/maturity of short—term investments		500			1,509
Capital expenditures, including capitalized software		(344	)		(486	)
Net cash used in investing activities		(10,235	)		(5,261	)
Cash flows from financing activities:
Proceeds from exercise of stock options		—			33
Net cash provided by financing activities		—			33
Net decrease in cash and cash equivalents		(9,488	)		(3,927	)
Cash and cash equivalents at beginning of period		32,622			31,060
Cash and cash equivalents at end of period	$	23,134		$	27,133

The accompanying notes are an integral part of the condensed financial statements

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements included herein have been prepared by Tollgrade Communications, Inc. (the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information and Article 10 of Regulation S-X. The condensed consolidated financial statements as of and for the three-month period ended March 26, 2005 should be read in conjunction with the Company’s consolidated financial statements (and notes thereto) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, which contains restated financial statements for the years ended December 31, 2003 and 2004. Accordingly, the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of Company management, all adjustments considered necessary for a fair statement of the accompanying condensed consolidated financial statements have been included, and all adjustments are of a normal and recurring nature. Operating results for the three-month period ended March 26, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

With respect to the unaudited financial information of the Company for each of the three-month periods ended March 26, 2005 and March 27, 2004, included in this Form 10-Q/A, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their report originally dated May 3, 2005 and reissued on March 2, 2006 appearing herein, states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 (Act) for their report on the unaudited financial information because that report is not a “report” within the meaning of Sections 7 and 11 of the Act.

RECLASSIFICATIONS

Certain reclassifications have been made to prior year amounts to conform with the current year presentation.

2. RESTATEMENT

The Company has restated its condensed consolidated balance sheets, the condensed consolidated statements of operations, changes in shareholders’ equity and cash flows for all periods presented in this Form 10-Q/A.

The restatement adjustments relate to certain assets acquired by the Company in its LoopCare and Cheetah acquisitions that should have been assigned finite useful lives, rather than indefinite lives, at

8

their respective acquisition dates in September 2001 and February 2003. The assets affected include the LoopCare Base Software and Cheetah Customer Base, which will be amortized over 10 and 15 years, respectively, from the date of acquisition. These errors resulted in an understatement of amortization expense, an overstatement of net income and earnings per share, and an overstatement of intangible assets and an offsetting understatement of goodwill at the date of acquisition. The restatements resulted in non-cash adjustments that have no impact on cash provided by operating activities.

The effect of the adjustments on our condensed consolidated financial statements for the periods presented in this Form 10-Q/A is as follows (in thousands, except per share data):

BALANCE SHEET

	March 26, 2005		March 26, 2005		December 31, 2004		December 31, 2004
	As Reported		As Restated		As Reported		As Restated
ASSETS
Current assets	$	79,468	$	79,468	$	79,547	$	79,547
Intangible assets		45,072		40,308		45,108		40,518
Goodwill		19,340		22,220		19,340		22,220
Other long-term assets		14,065		14,087		14,839		14,860
Total assets	$	157,945	$	156,083	$	158,834	$	157,145
LIABILITIES AND SHAREHOLDERS’ EQUITY
Total current liabilities	$	8,228	$	8,228	$	8,702	$	8,702
Deferred tax liabilities		2,939		2,299		2,623		2,042
Total liabilities		11,167		10,527		11,325		10,744
Total shareholders’ equity		146,778		145,556		147,509		146,401
Total liabilities and shareholders’ equity	$	157,945	$	156,083	$	158,834	$	157,145

	Three Months Ended						Three Months Ended
	March 26, 2005						March 27, 2004
	As Reported			As Restated			As Reported		As Restated
Total revenues	$	14,275		$	14,275		$	17,607	$	17,607
Cost of sales
Products and Services		6,848			6,848			6,874		6,874
Amortization		540			714			473		625
		7,388			7,562			7,347		7,499
Gross profit		6,887			6,713			10,260		10,108
Total operating expenses		8,244			8,244			8,598		8,598
(Loss) income from operations		(1,357	)		(1,531	)		1,662		1,510
Total other income		262			262			90		90
(Loss) income before taxes		(1,095	)		(1,269	)		1,752		1,600
(Benefit) provision for income taxes		(364	)		(424	)		672		608
Net (loss) income	$	(731	)	$	(845	)	$	1,080	$	992
Weighted average shares of common stock and equivalents:
Basic		13,161			13,161			13,120		13,120
Diluted		13,161			13,161			13,352		13,352
Net (loss) income per common share:

9

	Three Months Ended						Three Months Ended
	March 26, 2005						March 27, 2004
	As Reported			As Restated			As Reported		As Restated
Basic	$	(0.06	)	$	(0.06	)	$	0.08	$	0.08
Diluted	$	(0.06	)	$	(0.06	)	$	0.08	$	0.07

The above includes an immaterial restatement adjustment to separately state acquired Cheetah Maintenance Agreements and amortize related intangible asset over 10 years from the date of acquisition. The cumulative impact of the restatement adjustments decreased retained earnings by $0.3 million to $73.6 million at December 31, 2002.

3. ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company has two stock-based employee compensation plans. The Company accounts for stock-based awards to employees and directors using the intrinsic value method of accounting in accordance with Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees.” Under these provisions, stock-based employee compensation cost is not reflected in net income for any year, as all options granted under the plans had an exercise price equal to the market value of the underlying common stock on the date of grant. If the Company had elected to recognize compensation cost for these stock options based on the fair value method set forth in Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” net (loss) income and (loss) earnings per share would have reflected the pro forma amounts indicated below (in thousands):

	Three Months Ended
	March 26, 2005			March 27, 2004
	(Restated)			(Restated)
Net (loss) income, as restated	$	(845	)	$	992
Add/ deduct: Total stock-based compensation expense based on the fair value method for all awards, net of related tax effects		2			75
Pro forma net (loss) income	$	(847	)	$	917
(Loss) earnings per share:
Basic — as restated	$	(0.06	)	$	0.08
Basic — pro forma	$	(0.06	)	$	0.07
Diluted — as restated	$	(0.06	)	$	0.07
Diluted — pro forma	$	(0.06	)	$	0.07

4. ACQUISITION

On February 13, 2003, the Company acquired certain assets and assumed certain liabilities of the Cheetah(TM) status and performance monitoring product line (“Cheetah”) from Acterna, LLC (“Acterna”) for approximately $14.3 million in cash. In addition, acquisition-related costs of approximately $0.6 million were capitalized for a total cost of approximately $14.9 million. The transaction provided for an earn-out to be paid in the first half of 2004 of up to $2.4 million based on certain 2003 performance targets. As of March 26, 2005, we were still negotiating the earn-out payment and the current calculation indicates that amounts due under this provision are immaterial. The Company has made an allocation of the Cheetah purchase price to the fair value of assets acquired and liabilities assumed. The purchase price remains subject to change pending resolution between the parties of outstanding contingencies regarding the earn-out provision and remaining purchase price adjustments pursuant to the purchase and sales agreement. Any changes to the purchase price arising

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from the resolution of these matters are expected to be accounted for as adjustments to goodwill and may be material.

5. INTANGIBLE ASSETS

The following information is provided regarding the Company’s intangible assets and goodwill (in thousands):

			March 26, 2005 (Restated)						December 31, 2004 (Restated)
	Estimated
	Useful Life				Accumulated						Accumulated
	(In Years)		Gross		Amortization		Net		Gross		Amortization		Net
Non-amortized intangible assets:
Cheetah trademark			$	1,000	$	—	$	1,000	$	1,000	$	—	$	1,000
LoopCare trade name				1,300		—		1,300		1,300		—		1,300
LoopCare Post warranty maintenance service agreements				32,000		—		32,000		32,000		—		32,000
Total Non-amortized Intangible assets			$	34,300	$	—	$	34,300	$	34,300	$	—	$	34,300
Amortized intangible assets:
Cheetah Maintenance		10	$	160	$	26	$	134	$	160	$	21	$	139
Exclusivity agreement		5		715		143		572		715		107		608
Customer Base — Cheetah		15		2,650		279		2,371		2,650		223		2,427
Base software — LoopCare		10		4,510		1,579		2,931		4,510		1,466		3,044
Total Amortized Intangible assets			$	8,035	$	2,027	$	6,008	$	8,035	$	1,817	$	6,218
Total Intangible assets			$	42,335	$	2,027	$	40,308	$	42,335	$	1,817	$	40,518
Capitalized software:
Clear Software Purchase		1	$	538	$	38	$	500	$	538	$	11	$	527
Proprietary technology		10		1,000		217		783		1,000		192		808
Base software — Cheetah		10		2,900		628		2,272		2,900		556		2,344
Developed product software		5		7,627		5,197		2,430		7,591		4,817		2,774
Total capitalized software			$	12,065	$	6,080	$	5,985	$	12,029	$	5,576	$	6,453
Goodwill			$	22,220	$	—	$	22,220	$	22,220	$	—	$	22,220

Estimated amortization expense for the years ended (restated):

2005 (Remaining 9 months)	$	2,148
2006	$	2,559
2007	$	1,479
2008	$	1,431
2009	$	1,263
Thereafter	$	3,113

Finite lived intangible assets are generally amortized on a straight-line basis with the exception of any customer base assets and software related intangible assets. The customer base assets are amortized utilizing an accelerated method which reflects the pattern in which the economic benefits of the customer base asset are consumed or otherwise used. Software related intangible assets are amortized based on the greater of the amount computed using the ratio that current gross revenues bear to the total of current and anticipated future gross revenues for that product or the straight-line method over

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the remaining estimated economic life. All amortization of intangible assets is recorded in cost of goods sold.

We have also entered into certain third party license agreements to augment our next-generation technology. During 2004, the Company entered into a License Agreement (Initial Agreement) with a third party software vendor for certain Voice Over Internet Protocol (VoIP) technology. In conjunction with this agreement, the Company paid approximately $0.7 million for the exclusivity rights related to the technology. The exclusivity fee will be amortized on a straight line basis over the five year contract period effective April 1, 2004.

6. INVENTORY

At March 26, 2005 and December 31, 2004, inventory consisted of the following (in thousands):

	March 26, 2005			December 31, 2004
Raw materials	$	6,615		$	7,631
Work in process		5,656			4,442
Finished goods		3,316			2,288
		15,587			14,361
Reserve for slow moving and obsolete inventory		(1,477	)		(1,420	)
	$	14,110		$	12,941

7. SHORT-TERM INVESTMENTS

Short-term investments at March 26, 2005 and December 31, 2004 consisted of individual municipal bonds stated at cost, which approximated market value. These securities have maturities of one year or less at date of purchase and/or contain a callable provision in which the bonds can be called within one year from date of purchase. The primary investment purpose is to provide a reserve for future business purposes, including acquisitions and capital expenditures. Realized gains and losses are computed using the specific identification method.

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The estimated fair values of the Company’s financial instruments are as follows (in thousands):

		March 26, 2005				December 31, 2004
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	23,134	$	23,134	$	32,622	$	32,622
Short-term investments	$	28,428	$	28,429	$	18,537	$	18,538

8. RETIREMENT EXPENSE

On January 17, 2005, the Company entered into an Agreement with Christian L. Allison, the Company’s former Chief Executive Officer and former member of the Board of the Company (the “Agreement”). Under the terms of the Agreement, Mr. Allison resigned effective as of January 18, 2005 (the “Retirement Date”), as director and executive officer of the Company and any and all other positions he held with the Company or its subsidiaries or other affiliates.

Mr. Allison received the following separation payments: (a) an amount equal to the sum of (i) Mr. Allison’s base salary through the Retirement Date to the extent not then paid and (ii) any vacation pay and other cash entitlements accrued by Mr. Allison as of the Retirement Date to the extent not then paid; (b) two times his contractual base salary of $0.3 million for a total of $0.6 million; and (c) a lump sum payment of $75,000. The Company agreed to pay all premiums on behalf of Mr. Allison to continue medical insurance for his immediate family through the second anniversary of the Retirement Date. Additionally, the Company has agreed to continue to indemnify, to the fullest extent permitted by applicable law, and to provide directors’ and officers’ liability insurance, if available in the director’s and officer’s liability insurance market, through the sixth anniversary of the Retirement Date, for Mr. Allison’s actions taken or omissions occurring at or prior to the Retirement Date. The Company also agreed to pay up to $50,000 of the reasonable fees and expenses of Mr. Allison’s legal counsel incurred in connection with the negotiation and execution of the Agreement. The Company recorded a total charge in the first quarter of 2005 related to Mr. Allison’s retirement of approximately $0.8 million.

Mr. Allison also will be entitled to receive any vested benefits payable to him under the terms of any employee benefit plan or program of the Company in accordance with the terms of such plan or program. Under the terms of the Agreement and the Company’s 1995 Long-Term Incentive Compensation Plan (as amended through January 24, 2002), all options to acquire shares of the Company’s common stock held by Mr. Allison were fully vested prior to the Retirement Date and will remain exercisable by Mr. Allison for at least one year following the Retirement Date.

9. COST ALIGNMENT

On July 8, 2004 and July 21, 2004, the Company announced a cost alignment program which eliminated, in two phases, approximately 50 positions. The majority of the reductions impacted the research and development, manufacturing, and related overhead areas of the Company. The cost

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alignment initiative resulted in a pre-tax severance expense of $0.3 million. All costs associated with the program were incurred and paid during the quarter ended September 25, 2004. Therefore, no remaining obligations exist at the end of the first quarter of 2005.

10. PER SHARE INFORMATION

Net (loss) income per share has been computed in accordance with the provisions of SFAS No. 128, “Earnings Per Share” for all periods presented. SFAS No. 128 requires companies with complex capital structures to report earnings per share on a basic and diluted basis. Basic earnings per share is computed using the weighted average number of shares outstanding during the period, while diluted earnings per share is calculated to reflect the potential dilution that occurs related to issuance of capital stock option grants. The three months ended March 26, 2005 do not include the effect of dilutive securities due to the current net loss which would make those securities anti-dilutive to the earnings per share calculation. The difference between basic and diluted earnings per share relates solely to the effect of capital stock options.

A reconciliation of (loss) earnings per share is as follows:

	Three Months Ended			Three Months Ended
	March 26, 2005			March 27, 2004
	(Restated)			(Restated)
Net (loss) income	$	(845	)	$	992
Common and common equivalent shares:
Weighted average common shares outstanding		13,161			13,120
Effect of dilutive securities — stock options		—			232
		13,161			13,352
(Loss) earnings per share:
Basic	$	(0.06	)	$	0.08
Diluted	$	(0.06	)	$	0.07

Unexercised stock options to purchase our capital stock of 1.3 million and 0.9 million shares for the three months ended March 26, 2005 and March 27, 2004, respectively, are not included in the computation of diluted earnings per share because the option exercise price for these shares was greater than the average market price.

11. RECEIVABLE FROM OFFICER

The Company extended a loan for $0.2 million under a promissory note to an officer of the Company in July 2001. The note provides for interest at 5% per annum with repayment under various conditions but no later than May 20, 2008. The loan is secured by 40,200 shares of common stock of Acterna, LLC as collateral, which currently have no value. The balance of the loan at March 26, 2005 and December 31, 2004 was $0.2 million.

12. PRODUCT WARRANTY

The Company records estimated warranty costs on the accrual basis of accounting. These reserves are based on applying historical returns to the current level of product shipments and the cost experience associated therewith. In the case of software, the reserves are based on the expected cost of providing services within the agreed-upon warranty period.

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Activity in the warranty accrual is as follows (in thousands):

	Three Months Ended			Year Ended
	March 26, 2005			December 31, 2004
Balance at the beginning of the period	$	2,081		$	2,150
Accruals for warranties issued during the period		390			1,435
Settlements during the period		(410	)		(1,504	)
Balance at the end of the period	$	2,061		$	2,081

13. CONTINGENCIES AND COMMITMENTS

The Company is, from time to time, party to various legal claims and disputes, either asserted or unasserted, which arise in the ordinary course of business. While the final resolution of these matters cannot be predicted with certainty, the Company does not believe that the outcome of any of these claims will have a material adverse effect on the Company’s consolidated financial position, or annual results of operations or cash flow.

14. ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued Statement No. 123(R), “Shared-Based Payment”. Statement 123(R) requires the measurement of all employee stock-based compensation awards using a fair value method as of the date of the grant and recording such expense in the consolidated financial statements. In addition, the adoption of Statement 123(R) will require additional accounting related to the income tax effects and additional disclosure regarding the cash flow effects resulting from share-based payment arrangements. In April of 2005, the SEC approved a rule that delayed the effective date of FASB Statement No. 123(R). Statement 123(R) is now effective for public companies for annual periods that begin after June 15, 2005. We are currently evaluating the impact of the adoption of Statement 123(R). See Note 3 to the financial statements.

In December 2004, the FASB issued FASB Staff Position No. FAS 109-1 (“FAS 109-1”), Application of FASB Statement No.109, “Accounting for Income Taxes,” to the Tax Deduction on Qualified Production Activities Provided by the “American Jobs Creation Act of 2004.” The AJCA introduces a special 9% tax deduction on qualified production activities. FAS 109-1 clarifies that this tax deduction should be accounted for as a special tax deduction in accordance with Statement 109. We do not expect the adoption of these new tax provisions to have a material impact on our consolidated financial position, results of operations or cash flows.

In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151 (“SFAS 151”), “Inventory Costs, an amendment of ARB No. 43, Chapter 4.” This statement amends the guidance in ARB No. 43 Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that “...under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal to require treatment as a current period charges...” This statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on

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the normal capacity of the production facilities. The provisions of this statement will be effective for inventory costs during the fiscal years beginning after June 15, 2005. We do not believe that the adoption of this statement will have a material impact on its financial condition or results of operations.

In March 2005, the SEC issued Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment” (“SAB 107”), which provides interpretive guidance related to the interaction between SFAS No. 123R and certain SEC rules and regulations, as well as provides the SEC staff’s views regarding the valuation of share-based payment arrangements. The Company is currently assessing the impact of SAB No. 107 on its implementation and adoption of SFAS No. 123R.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
Tollgrade Communications, Inc.:

We have reviewed the accompanying condensed consolidated balance sheet of Tollgrade Communications, Inc. as of March 26, 2005, and the related condensed consolidated statements of operations, changes in shareholders’ equity and cash flows for each of the three-month periods ended March 26, 2005 and March 27, 2004. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2, the Company has restated its interim financial statements as of March 26, 2005 and for each of the three-month periods ended March 26, 2005 and March 27, 2004.

We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2004, and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the year then ended (not presented herein), and in our report dated March 2, 2006, appearing under Item 8 of the Company’s 2005 Annual Report on Form 10-K, we expressed an unqualified opinion thereon (with an explanatory paragraph indicating that the Company has restated its 2004 annual financial statements). In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2004, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
May 2, 2005, except for the restatement
     discussed in Note 2, as to which the
     date is March 2, 2006

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

Restatement

The condensed consolidated financial statements of Tollgrade Communications, Inc. (“Tollgrade,” the “Company,” “us,” or “we”) for the three months ended March 26, 2005 and March 27, 2004 were restated. We reported the decision to restate our consolidated financial statements for the years ended December 31, 2003 and 2004 in a Current Report on Form 8-K which was filed with the Securities and Exchange Commission (SEC) on February 1, 2006. The restatement adjustments related to the assignment of a finite life to certain acquired intangible assets. This Form 10-Q/A contains more information about these restatements in “Note 2. Restatement of Financial Statements” which accompanies the consolidated financial statements in Item 2.

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto appearing elsewhere in this report.

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

The statements contained in this Quarterly Report on Form 10-Q/A, including, but not limited to those contained in Item 2- Management’s Discussion and Analysis of Results of Operations and Financial Condition, along with statements in other reports filed with the Securities and Exchange Commission (the “SEC”), external documents and oral presentations, which are not historical facts are considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements, which may be expressed in a variety of ways, including the use of forward-looking terminology such as “ will,” “believes,” “intends,” “expects,” “plans,” “could” or “may,” or the negatives thereof, other variations thereon or comparable terminology, relate to, among other things, the significant portion of our revenues generated from MCU® sales and the expected consequences of the maturation of this market, the opportunities developing in the cable broadband market and the Company’s plans for the development of new cable products, circumstances surrounding our LoopCare™ sales, the potential revenue opportunities under our contract with Lucent Technologies International for the project in Saudi Arabia, the results of the Company’s efforts to obtain certain product certifications and the effect of such results on future sales, the maturation of our legacy cable products and the lower expected margins for our cable products resulting from increased sales of our DOCSIS^® certified transponders, certain cost alignment initiatives, projected cash flows which are used in the valuation of intangible assets, the anticipated results of negotiations for our remaining RBOC maintenance agreement, changes in our backlog, the amount of backlog that may be recognized as revenue in future periods, the Company’s anticipated short-term borrowings and expected 2005 capital expenditures, the ability to utilize deferred and refundable tax assets, opportunities which the Services group offers to customers, the potential loss of certain customers, the timing of orders from customers, the effect of consolidations in the markets to which we sell, certain international sales opportunities, circumstances surrounding our LoopCare sales, the effects of the economic slowdown in the telecommunications and cable industries, the possibility of future provisions for slow moving and obsolete inventory, and the effect on earnings and cash flows of changes in interest rates. The Company does not undertake any obligation to publicly update any forward-looking statements.

These forward-looking statements and other forward-looking statements contained in other public

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disclosures of the Company which make reference to the cautionary factors contained in this Form 10-Q/A are based on assumptions that involve risks and uncertainties and are subject to change. These risks, uncertainties and other factors may cause actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward looking statements. The factors discussed herein may not be exhaustive. Therefore, the factors discussed herein should be read together with other reports and documents that are filed by the Company with the SEC from time to time, which may supplement, modify, supersede or update the factors listed in this document.

OVERVIEW

About the Company

Tollgrade Communications, Inc. (the “Company”) was organized in 1986, began operations in 1988 and completed its initial public offering in 1995.

The Company is a leading provider of hardware and software network assurance testing solutions for the telecommunications and cable broadband industries. We design, engineer, market and support test and management systems which enable telephone and cable operators to efficiently manage their networks in an age of increased competition, continually evolving technology and ongoing pressure to control or reduce costs.

We provide equipment that enables telephone companies to remotely qualify, verify provisioning and isolate troubles for POTS and broadband local access networks. When these networks are not functioning properly, our products help to isolate the problem to the customer’s premises, local copper and fiber network, central office and/or core data network segments. In doing so, our solutions add value to our customers by improving mean-time-to-repair and technician dispatch efficiency. In addition, our products help telephone companies assess whether existing POTS lines are suitable for Digital Subscriber Line (DSL) service for the delivery of Internet and other broadband services, such as IP Voice and Video.

For broadband cable networks, the outside plant segment of the network is a hybrid of fiber and coaxial facilities which is highly dependent upon standby power for network reliability. If commercial power fails, such standby power supplies must sustain the network, or services such as video, data and voice become inoperable. We provide products to cable companies that monitor the status of those power supplies and associated fiber nodes, thereby enabling cable operators to proactively isolate network troubles among customer premises, coaxial, fiber and Hub office network segments. As cable operators expand their current broadband service offerings to include IP Voice, our solutions can be upgraded to enable the remote isolation of DOCSIS®, Internet and IP Voice troubles among those same network segments. Similarly, our solutions also add value to our cable customers by improving mean-time-to-repair and technician dispatch efficiency.

About its customers

The Company’s primary customers for its telecommunications products and services are the four Regional Bell Operating Companies (RBOCs), certain major independent telephone companies and

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several digital loop carrier (“DLC”) equipment manufacturers. Of these major customer groups, the RBOCs are the most significant; for the first quarter ended March 26, 2005, sales to the RBOCs accounted for approximately 32.6% of the Company’s total revenue, compared to approximately 51% of total revenue for the first quarter of 2004. Sales to two of the four RBOC customers (BellSouth and SBC) individually exceeded 10% of the Company’s total revenue (12% and 13%, respectively), and on a combined basis, comprised 25% of the Company’s total revenue for the first quarter of 2005. The Company continues to be highly dependent on the four RBOCs for a significant portion of its total revenue but such dependency has generally declined in recent years due to changes in the Company’s product mix from our legacy MCU products to our cable hardware and software products. During fiscal year 2004, the Company also expanded sales of its LoopCare and DigiTest®/DigiTest EDGE® test system to non-RBOC independent local exchange carriers (“LECs”).

The Company’s cable products are sold to a customer base which ranges from small cable operators to certain of the largest cable equipment manufacturers and cable operators in the world. During the first quarter of 2005, approximately 17.6% of the Company’s total revenue related to sales to one cable Original Equipment Manufacturer (“OEM”) customer. No individual sales to the Company’s cable customers exceeded 10% of the Company’s total revenue during 2004.

PRODUCTS

TELECOMMUNICATION TEST SYSTEMS

Our proprietary telecommunications test and measurement products enable the telephone companies to use their existing line test systems to remotely diagnose problems in “Plain Old Telephone Service” (POTS) lines containing both copper and fiber optics as well as qualify and troubleshoot problems on broadband DSL lines. POTS lines provide traditional voice service as well as connections for popular communication devices such as computer modems and fax machines. POTS excludes non-switched and private lines, such as data communications service lines, commonly referred to as “special services.” POTS lines still comprise the vast majority lines in service today throughout the world. The Company also sells LoopCare and DigiTest to carriers that do not yet have POTS and DSL test systems, as well as those seeking to replace older generation test systems. The objective is for the carrier to eliminate false dispatches while providing high quality troubleshooting of problems for its subscribers.

DigiTest and LoopCare

Our DigiTest system electrically measures the characteristics of a copper telephone circuit and reports those measurements to our LoopCare Operation Support System (OSS). The LoopCare OSS, in turn, analyzes that measurement data and creates an easy-to-understand fault description. At the same time, the LoopCare system can generate a dispatch to a work center so that a repairman can fix the problem. LoopCare and DigiTest also can determine whether the customer line is suitable for DSL services. DigiTest can also serve as a replacement for aging Loop Test Systems (LTS) equipment ubiquitously deployed in current POTS networks. In addition, upgrades to DigiTest hardware can provide troubleshooting for DSL service problems.

LoopCare is the major incumbent OSS utilized by the RBOCs for over twenty-five years to test the

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integrity and quality of their POTS network infrastructure. The LoopCare OSS, which we offer both as part of the DigiTest system and as a stand-alone software product that can interface with certain other test heads on the market, currently manages testing operations for more than 75% of the copper pairs in the United States, and is the qualification, installation and maintenance tool used to troubleshoot more than 150 million POTS, ISDN and DSL subscribers worldwide.

The DigiTest system includes direct Ethernet connectivity to Digital Measurement Node (DMN) test heads and our next generation broadband test platform, DigiTest EDGE^®. Through Ethernet connections, the LoopCare OSS can communicate directly with remotely deployed DigiTest hardware, allowing it to manage up to four DMNs and eight simultaneous test sessions through a single Internet Protocol (IP) address. DigiTest EDGE provides a global platform for broadband test applications, by combining a narrowband and wideband metallic testing platform with DSL, Asynchronous Transfer Mode (ATM), IP and Hypertext Transfer Protocol (HTTP) performance tests. In 2004, we announced a new LoopCare feature and new DigiTest hardware that uses innovative insertion loss measures to provide a customer with highly accurate predictions of potential DSL Connection Speed. These test capabilities, when managed by our LoopCare OSS, enable service providers to accurately isolate a DSL problem between the customer’s premises, the local exchange carrier’s local loop and Digital Subscriber Line Access Multiplexer (DSLAM) serving network, and the Internet service provider’s data network.

In addition to the LoopCare OSS software sold as part of the DigiTest system, we also sell new LoopCare features to existing customers and the base LoopCare OSS as a stand-alone product to LECs for use with test heads other than our DigiTest hardware. LoopCare feature products include:

• the Common Object Request Broker Architecture (CORBA)-based Application Programming Interface;

• Benchmark Data Base;

• DSL Testing;

• the Advanced Testhead Feature Package;

• Batch Testing;

• Fax Unalert;

• Loop Length Reporting;

• Enabling Flow Through by Re-Classification of VER 55-58 Codes;

• LoopCare TCP/IP Communications Network; and

• Testing Voice Services in a Broadband Passive Optical Network (bPON).

MCU

Our core MCU products plug into DLC systems, the large network transmission systems used by telephone companies to link the copper and fiber-optic portions of the local loop. MCU products allow our customers to extend their line testing capabilities to all of their POTS lines served by a DLC system regardless of whether the system is fed by a copper or fiber optic link. DLC systems, which are located at telephone companies’ central offices and at remote sites within local user areas, effectively multiplex the services of a single fiber-optic line into multiple copper lines. In many instances, several DLC systems are located at a single remote site to create multiple local loops that serve several thousand different end-user homes and businesses. Generally, for every DLC remote site, customers will deploy at least two MCU line-testing products.

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CABLE TESTING PRODUCTS

The Company’s Cheetah™ performance and status monitoring products provide a broad network assurance solution for the Broadband Hybrid Fiber Coax (HFC) distribution system found in the cable television industry. Our Cheetah products gather status information and report on critical components within the cable network. The Company’s monitoring systems include complete hardware and software solutions that enable efficient HFC plant status monitoring. By providing a constant, proactive view of the health and status of outside plant transmission systems, the products can reduce operating costs and increase subscriber satisfaction.

Our direct sales cable offerings currently consist of our CheetahLight™ (formerly LIGHTHOUSE®) and CheetahNet™ (formerly NetMentor™) software systems and maintenance, head-end controllers, return path switch hardware, transponders and other equipment which gather status and performance reports from power supplies, line amplifiers and fiber optic nodes. In addition, we manufacture and sell, primarily on an OEM basis, transponders which meet the DOCSIS® standards, allowing customers the flexibility to utilize those transponders in either our proprietary monitoring systems or those offered by other vendors.

Cable television service providers continue to evolve their offerings from traditional one-way video delivery to bi-directional services, including the communications “triple play” of voice, video and data service. The Company is currently engaged in research and development efforts for network assurance products that address quality problems related to these advanced services. During 2004, we introduced our DOCSIS certified transponders which can provide internet protocol (IP) band monitoring. The Company intends to leverage its experience in delivering network assurance technologies to telecom providers by developing more advanced performance management solutions for once-traditional cable suppliers. The Company is actively engaged in research and development of Voice Over Internet Protocol (VoIP) solutions, as well as data network integrity technologies. As part of this strategy, we have entered into certain third party license agreements to augment our next generation technology, including VoIP technology.

SERVICES

Our Services offerings include software maintenance as well as our professional services, which are designed to assist our customers in ensuring the proper operation of all of the components of their voice test systems. The scope of our Services offerings were considerably expanded upon the acquisition of software maintenance relationships related to the LoopCare and CheetahNet software product lines. Offsetting this expansion, however, is a trend toward a decrease in the demand for our professional services caused by a decline in our RBOC customers’ capital investment in their traditional voice services, which tends to drive the professional services.

BACKLOG

Our backlog consists of firm customer purchase orders and signed software maintenance agreements. As of March 26, 2005, the Company had backlog of approximately $14.1 million compared to $14.7 million as of December 31, 2004 and $13.6 million as of March 27, 2004. The slight decrease in the

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backlog from December 31, 2004 is attributed to lower hardware and software orders, offset by a higher maintenance backlog. The backlog at March 26, 2005 and December 31, 2004 include approximately $6.1 million and $5.5 million, respectively, related to software maintenance contracts, which are earned and recognized as income on a straight-line basis during the remaining term of the underlying agreements. The Company’s policy is to include a maximum of twelve months revenue from multi-year maintenance agreements in reported backlog.

We have entered into LoopCare software maintenance agreements with three of the four RBOCs, all three of these agreements expire December 31, 2005. We are also currently in negotiations with the remaining RBOC regarding renewal of its software maintenance agreement. We anticipate the agreement will be signed in the second quarter of 2005. We have not recorded any revenue related to services performed for that RBOC during the quarter ended March 26, 2005. Upon signing of the contract, the appropriate amount of earned revenue will be recorded, while the remaining portion of the unearned revenue will be added to the maintenance backlog.

Management expects that approximately 56.1% of the current backlog will be recognized as revenue in the second quarter of 2005. Periodic fluctuations in customer orders and backlog result from a variety of factors, including but not limited to the timing of significant orders and shipments. Although these fluctuations could impact short-term results, they are not necessarily indicative of long-term trends in sales of our products.

OPERATING SEGMENT

We have determined that our business has one operating segment, test assurance. All product sales relate to the business of testing infrastructure and networks for the telecommunications and cable television industries. Our products have similar production processes, and are sold through comparable distribution channels and means to similar types and classes of customers already in, or entering into, the telecommunications and cable businesses.

INTERNATIONAL SALES

International sales represented approximately $2.6 million, or 18.2%, of the Company’s total revenue for the quarter ended March 26, 2005, compared to $1.4 million, or 8.0%, in the March 27, 2004 quarter. Although our international sales have increased year over year, and our marketing activity in international markets has expanded, our overall success in marketing and selling our telecommunications products in international markets has been limited, due in part to incompatibility of certain of our telecommunications products with networks employed abroad. We continue to evaluate opportunities in the international market that will enhance our international presence and growth. Through our original equipment manufacturer (OEM) relationship with Lucent, our LoopCare products have been sold internationally in conjunction with purchases of Lucent hardware. Of particular note is our recent success with Lucent Technologies International (LTI) in successfully bidding and obtaining an agreement with the Saudi Telecom Company (STC) in Saudi Arabia to purchase the Company’s broadband offerings in addition to LoopCare software customization and an operating platform update effort. Although this is an “as ordered” contract that has no minimum purchase commitments, we are cautiously optimistic regarding the revenue opportunities under this agreement. We have recorded approximately $0.7 million in revenue in the first quarter of 2005 on sales to LTI. However, this is a unique project and requires the support of a number of parties which

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can impact its progress throughout the term of the project, and may not provide a significant revenue contribution in any particular fiscal quarter.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. The application of certain of these accounting principles is more critical than others in gaining an understanding of the basis upon which our financial statements have been prepared. We deem the following accounting policies to involve critical accounting estimates.

Revenue Recognition

We market and sell test system hardware and related software to the telecommunications and cable television industries. The Company follows Staff Accounting Bulletin (SAB) 104, “Revenue Recognition” for hardware and software sales. This bulletin requires, among other things, that revenue should be recognized only when title has transferred and risk of loss has passed to a customer with the capability to pay, and that there are no significant remaining obligations of the Company related to the sale. The majority of our hardware sales are made to RBOCs and other large customers. Delivery terms of hardware sales are predominantly FOB origin. Where title and risk of loss do not pass to the customer until the product reaches the customer’s delivery site, revenue is deferred unless the Company can objectively determine delivery occurred before the end of the applicable reporting period. Revenue is recognized for these customers upon shipment against a valid purchase order. We reduce collection risk by requiring letters of credit or other payment guarantees for significant sales to new customers and/or those in weak financial condition.

For perpetual software license fee and maintenance revenue, we follow the AICPA’s Statement of Position (SOP) 97-2, “Software Revenue Recognition.” This statement requires that software license fee revenue be recorded only when evidence of a sales arrangement exists, the software has been delivered, and a customer with the capacity to pay has accepted the software, leaving no significant obligations on the part of the Company to perform. We require a customer purchase order or other written agreement to document the terms of a software order and written, unqualified acceptance from the customer prior to revenue recognition. In certain limited cases, however, agreements provide for automatic customer acceptance after the passage of time from a pre-determined event and we have relied on these provisions for an indication of the timing of revenue recognition. In isolated cases for orders of custom software, or orders that require significant software customization, such as that associated with our contact with Lucent for test gear deployment in Saudi Arabia, we employ contract accounting using the percentage-of-completion method, whereby revenue is recognized based on costs incurred to date compared to total estimated contract cost in accordance with SOP 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts.” The revenue for orders with multiple deliverables such as hardware, software and/or installation or other services may be separated into stand-alone fair values if not already documented in the purchase order or agreement and where list prices or other objective evidence of fair value exists to support such allocation, in accordance with the provisions of Emerging Issues Task Force (EITF) Issue 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables.” Revenue will not be recognized for any single element until all elements considered essential to the functionality of the delivered elements under the contract are delivered and accepted.

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     The recognition of revenue under EITF 00-21 requires certain judgment by management. If any undelivered elements, which can include hardware, software or services, are essential to the functionality of the system as defined in the contract, revenue will not be recorded until all of the items considered essential are delivered as one unit of accounting. Our internal policy requires that we obtain a written acceptance from our customers for each specific customer situation where new products are sold. Revenue will not be recorded until written acceptance is received from the customer. Although infrequent, in some situations contingencies will be noted by the customer on the written acceptance. In these situations, management will use judgment to determine the importance of such contingencies for recognizing revenue related to the sale. The Company’s general practice is to defer revenue recognition unless these contingencies are inconsequential.

Our LoopCare and other software customers usually enter into separate agreements for software maintenance upon expiration of the stated software warranty period. Maintenance agreements include software upgrades and bug fixes as they become available; however, newly developed features must be purchased separately. Post-warranty maintenance for new features is either included under the current maintenance agreement without additional charge, and is considered in the maintenance agreement fees, or is separately charged upon expiration of the warranty. Depending upon the timing of the enhancement purchase and the length of the maintenance agreement, we must evaluate whether or not a portion of a perpetual right to use fee should be treated as post contract support to be deferred and recognized over the remaining life of the maintenance agreement.

Software maintenance revenue is recognized on a straight-line basis over the period the respective arrangements are in effect. Revenue recognition, especially for software products, involves critical judgments and decisions that can result in material effects to reported net income.

Cost of Sales

Cost of sales includes the charges associated with manufacturing activities. The costs consist principally of product cost, salaries and wages, depreciation and amortization, rent expense, the cost of shortages or obsolete inventory as well as warranty, and production overhead.

Goodwill and Intangible Assets

We had net intangible assets of $40.3 million, capitalized software of $6.0 million and Goodwill of $22.2 million at March 26, 2005 primarily resulting from the acquisitions of the LoopCare and Cheetah businesses in September 2001 and February 2003, respectively. In connection with these acquisitions, we utilized the guidance of Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets,” which were issued in July 2001. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 and that goodwill, as well as any indefinite-lived intangible assets not be amortized for financial reporting purposes. Finite lived intangible assets are generally amortized on a straight-line basis, with the exception of any customer base assets and software related intangible assets. The customer base assets are amortized utilizing an accelerated method which reflects the pattern in which the economic benefits of the customer base asset are consumed or otherwise used. Software related intangible assets are amortized based on the greater of the amount computed using the ratio that current gross revenues bear to the total of current and anticipated future gross revenues for that product or the straight-line method over the remaining estimated economic life.

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In connection with the assets acquired in the LoopCare transaction, intangible assets of $45.1 million were identified with residual goodwill of $16.9 million. These include Developed Product Software valued at $7.3 million and LoopCare Base Software valued at $4.5 million. Both were determined to have finite useful lives of five years and ten years, respectively and are being amortized over those periods. Also identified were intangible assets related to the LoopCare trade name of $1.3 million and Post-Warranty Service Agreements of $32.0 million. Because of the longevity of the LoopCare trade name and the stability, level of embedment, and unique dependence of the RBOCs on the post warranty maintenance services, these intangible assets were determined to have indefinite useful lives at the acquisition date.

In the Cheetah acquisition, intangible assets of $7.8 million were identified with residual goodwill of $5.6 million. The intangible assets consist of the Cheetah Base Software valued at $2.9 million, the Cheetah Customer Base valued at $2.7 million, Proprietary Technology valued at $1.0 million, and Cheetah Maintenance Agreements valued at $0.2 million. The Cheetah Base Software, Proprietary Technology, and Cheetah Maintenance Agreements were determined to have useful lives of ten years, while the Cheetah Customer Base whose value is based on discounted cash flows generated on hardware sales which typically continue five years beyond the sale of the corresponding Base Software, was assigned a useful life of 15 years. A Cheetah trademark asset valued at $1.0 million was identified and determined to have an indefinite useful life.

Reviews for Impairment:

Goodwill and certain other intangible assets, determined to have an indefinite life, are not amortized. Instead, these assets are reviewed for impairment at least annually or more frequently if events or changes in circumstance indicate that the carrying value of such assets may not be recoverable. During these reviews for impairment of indefinite lived assets, other than goodwill, we review any changes in facts and circumstances which would impact the estimated useful life of the asset. We perform our annual impairment tests on December 31st of each year. With respect to goodwill, we have determined that we have one reporting unit. At December 31, 2004, we based our goodwill impairment test on a comparison of the fair value, which we estimated based on our market capitalization to the Company’s book value. Our goodwill impairment test indicated no impairment in 2004 or in prior years. Indefinite lived intangible assets are valued using the relief from royalty method with no residual value. For indefinite lived intangible assets, our annual impairment tests indicated no impairment and the results of our review of useful lives, based on current events and circumstances, continue to support the indefinite lives.

We review our finite lived intangible assets and their related useful lives whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable, including: a change in the competitive landscape; any internal decisions to pursue new or different technology strategies; a loss of a significant customer; or a significant change in the market place including changes in the prices paid for our products or changes in the size of the market for our products. An impairment results if the carrying value of the asset exceeds the sum of the future undiscounted cash flows expected to result from the use and disposition of the asset or the period of economic benefit has changed. If impairment were indicated, the amount of the impairment would be determined by comparing the carrying value of the asset group to the fair value of the asset group. Fair value is generally determined by calculating the present value of the estimated future cash flows using an appropriate discount rate. The projection

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of the future cash flows and the selection of a discount rate require significant management judgment. The key assumptions that management must estimate include sales volume, prices, inflation, product costs, capital expenditures and sales and marketing costs. For developed technology, we also must estimate the likelihood of both pursuing a particular strategy and the level of expected market adoption.

If the estimate of an intangible asset’s remaining useful life would be changed, the remaining carrying amount of the intangible asset would be amortized prospectively over the revised remaining useful life.

This testing relative to impairments involves critical accounting estimates and estimates of revenues and cash flows. However these expectations may not be realized and future events and market conditions might indicate material impairment of value that could result in material charges to net income. Such a future situation would not, however, in and of itself affect our cash flow or liquidity.

Inventory Valuation

We utilize a standard cost system that approximates first-in, first-out costing of the products. Standards are monitored monthly and changes are made on individual parts if warranted; otherwise standard costs are updated on all parts annually, normally in November of each year. Excess capacity is not included in the standard cost of inventory. We evaluate our inventories on a monthly basis for slow moving, excess and obsolete stock on hand. The carrying value of such inventory that is determined not to be realizable is reduced, in whole or in part, by a charge to cost of sales and reduction of the inventory value in the financial statements. The evaluation process, which has been consistently followed, relies in large part on a review of inventory items that have not been sold, purchased or used in production within a one-year period. Management also reviews, where appropriate, inventory products that do not meet this threshold but which may be unrealizable due to discontinuance of products, evolving technologies, loss of certain customers or other known factors. As a result of this comprehensive review process, an adjustment to the reserve for slow moving and obsolete inventory is normally made monthly. Inventory identified as obsolete is also discarded from time to time when circumstances warrant.

Inventory realization is considered a critical accounting estimate since it relies in large part on management judgments as to future events and differing judgments could materially affect reported net income.

Allowance for Doubtful Accounts

The allowance is based on our assessment of the collectibility of customer accounts. We regularly review the allowance by considering factors such as historical experience, credit quality, age of the accounts receivable balances, and current conditions that may affect a customer’s ability to pay.

If a major customer’s creditworthiness deteriorates, or if actual defaults are higher than our historical experience, or if other circumstances arise, our estimates of the recoverability of amounts due to us could be overstated, and an additional allowance could be required, which could have an adverse impact on our revenue.

Income Taxes
We follow the provisions of SFAS No. 109, “Accounting for Income Taxes,” in reporting the effects of income taxes in our consolidated financial statements. Deferred tax assets and liabilities are

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determined based on the “temporary differences” between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. We periodically evaluate all remaining deferred tax assets based on our current outlook and as of March 26, 2005 we believe all remaining assets will be utilized. There have been no significant changes in our state net operating losses or valuation allowances during the current quarter.

Warranty

We provide warranty coverage on our various products. Terms of coverage range from up to one year on software to two to five years for hardware products. We review products returned for repair under warranty on a quarterly basis and adjust the accrual for future warranty costs based upon cumulative returns experience. We also evaluate special warranty problems for products with high return rates to correct the underlying causes and, where deemed necessary, to provide additional warranty expense for expected higher returns of these products. Warranty costs associated with software sales are also accrued based on the projected hours to be incurred during the warranty period (normally three months). The accounting for warranty costs involves critical estimates and judgments that can have a material effect on net income.

These areas involving critical accounting estimates are periodically reviewed and discussed with the Audit Committee of our Board of Directors.

RESULTS OF OPERATIONS

FIRST QUARTER OF 2005 COMPARED TO FIRST QUARTER OF 2004

Revenues

The Company’s revenues for the first quarter of 2005 were $14.3 million, a decrease of $3.3 million or 18.9%, compared to revenues of $17.6 million reported for the first quarter of 2004.

Sales of MCUs during the first quarter of 2005 were $3.4 million, a decrease of $3.6 million compared to the first quarter of 2004. As a result, MCU sales represented 23.8% of total first quarter 2005 revenues compared to 39.8% for the first quarter of 2004. MCU sales in the first quarter of 2004 were particularly strong due to above normal year-end 2003 RBOC orders that carried forward into 2004. However, decreases from the first quarter of 2004 compared to the same period in 2005 were also attributable to a decline in overall North American market demand for digital loop carrier systems and restricted POTS capital spending by the RBOCs.

We expect MCU sales for the foreseeable future to continue to account for a meaningful portion of the Company’s revenue. However, as a result of the continuing maturation of this product line, the RBOCs’ trend of limiting capital spending in their traditional POTS networks and the evolution of the transmission network toward end to end fiber, the Company believes revenues from this product line will continue to decline over time.

Sales of the Company’s DigiTest system products, which include LoopCare software, were $2.9 million in the first quarter of 2005, an increase of $2.0 million, compared to the first quarter of

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2004 of $0.9 million. DigiTest revenue was favorably affected by LEC customers continuing to purchase DigiTest products to augment their expanding networks as well as RBOC LTS modernization initiatives and rollout of DSL pre-qualification programs. DigiTest system sales accounted for 20.3% and 5.1% of total revenues for the first quarter of 2005 and 2004, respectively. We currently have active DigiTest and LoopCare trials underway in a number of our large customers. These trials are at various stages and it is difficult to predict with any certainty the ultimate outcome of these trials as well as product acceptances.

Sales of LoopCare software products separate and unrelated to DigiTest system products were $0.9 million in the first quarter of 2005 compared with $1.6 million recorded in the first quarter of 2004. The LoopCare software product line, which involves software license fees that individually are significant in amount, typically has long and unpredictable sales, purchase approval and acceptance cycles. When making a purchase decision for LoopCare software, our customers generally must complete a full technical evaluation of the software and develop a favorable business case within their organization. As a result, revenue from this product line can fluctuate significantly on a quarter by quarter basis. LoopCare software product sales comprised 6.3% of total revenues during the first quarter of 2005 compared to 9.1% in the first quarter of 2004.

Overall sales of cable hardware and software products decreased $0.1 million from $4.9 million during the first quarter of 2004 to $4.8 million in the first quarter of 2005. During the first quarter of 2005, we experienced strong sales of our DOCSIS certified transponders. Shipment and revenue recognition of this product was initially delayed in the fourth quarter of 2004 pending resolution of a certain end user customer’s specification requirements. As many customers demand products that meet the DOCSIS standards, they are reducing their purchases of legacy cable equipment, while increasing their purchases of the DOCSIS certified products. We expect our DOCSIS certified transponders, which are primarily sold on an OEM basis, will generate lower margins than have historically been achieved with our legacy cable equipment. We are in the process of taking a number of steps intended to reduce this impact, which include attempting to effect design and manufacturing efficiencies, reducing the cost of raw materials and redesigning the software that is used in the DOCSIS product. Additionally, we continue to design differentiating technologies that we believe will increase the value and revenue opportunities for our related software and enhanced VoIP service assurance products. Cable hardware and software product sales amounted to 33.6% and 27.8% of total first quarter 2005 and 2004 revenue, respectively.

Service revenues, which include installation oversight and project management services provided to RBOC and other customers and fees for LoopCare and Cheetah software maintenance, decreased $0.8 million to $2.4 million in the first quarter of 2005. Service revenues amounted to 16.8% and 18.2% of total first quarter 2005 and 2004 revenue, respectively. The decrease is primarily attributed to the delay in the execution of a software maintenance agreement with one of our RBOC customers.

Gross Profit

Gross profit for the first quarter of 2005 decreased $3.4 million or 33.6% to $6.7 million. The decrease in gross profit is attributed primarily to changes in the product mix caused by lower LoopCare software and MCU revenue and increased shipments on an OEM basis of DOCSIS certified cable products, which carry substantially lower margins than our legacy cable products. Additionally, margins were

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negatively impacted by the delay beyond the end of the first quarter 2005 in executing the extension of a maintenance agreement with one of our RBOC customers. As a percentage of sales, gross profit for the quarter was 47.0% versus 57.4% for the year ago period. Gross margin, as a percentage of sales, decreased in the first quarter compared to the previous year’s first quarter due to the factors mentioned above.

Selling and Marketing Expense

Selling and marketing expense, which consists primarily of payroll related costs, consulting expense and travel costs, decreased $0.3 million to $2.2 million for the first quarter of 2005 from $2.5 million in 2004. The decrease is associated with a decrease in salaries and wages, travel costs and incentive compensation costs in the current quarter. As a percentage of revenues, selling and marketing expenses increased from 14.0% in the first quarter of 2004 to 15.7% in the first quarter of 2005.

General and Administrative Expense

General and administrative expense, which consists primarily of payroll related costs, insurance expense and professional services, for the first quarter of 2005 was $1.8 million, a decrease of $0.1 million, or 5.1%, from the $1.9 million recorded in the first quarter of 2004. The decrease is primarily attributed to a decrease in incentive compensation costs and a decrease in bad debt allowances due to favorable results from collection efforts and current lower sales levels. As a percentage of revenues, general and administrative expenses increased from 11.0% in the first quarter of 2004 to 12.9% in the first quarter of 2005.

Research and Development Expense

Research and development expense, which consists primarily of payroll related costs and depreciation expense decreased by $0.8 million or 19.0% to $3.4 million in the first quarter of 2005 from $4.2 million in the first quarter of 2004. The decrease in research and development expense is associated with lower salaries and wages as well as a decrease in incentive compensation costs during the period. During 2004, the Company announced a cost alignment program in which we eliminated approximately 50 positions, primarily impacting research and development. The reduction in salaries and wages in the first quarter of 2005 is attributable to this program. As a percentage of revenues, research and development expense remained flat at 23.8%.

Retirement Expense

On January 17, 2005, the Company entered into an Agreement with Christian L. Allison, the Company’s Former Chief Executive Officer and former member of the Board of the Company (the “Agreement”). Under the terms of the Agreement, Mr. Allison resigned effective as of January 18, 2005 (the “Retirement Date”), as director and executive officer of the Company and any and all other positions he held with the Company or its subsidiaries or other affiliates.

Mr. Allison received the following separation payments: (a) an amount equal to the sum of (i) Mr. Allison’s base salary through the Retirement Date to the extent not then paid and (ii) any vacation pay and other cash entitlements accrued by Mr. Allison as of the Retirement Date to the extent not then

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paid; (b) two times his contractual base salary of $315,000 for a total of $630,000; and (c) a lump sum payment of $75,000. The Company will pay all premiums on behalf of Mr. Allison to continue medical insurance for his immediate family through the second anniversary of the Retirement Date. Additionally, the Company has agreed to continue to indemnify, to the fullest extent permitted by applicable law, and to provide directors’ and officers’ liability insurance, if available in the director’s and officer’s liability insurance market, through the sixth anniversary of the Retirement Date, for Mr. Allison’s actions taken or omissions occurring at or prior to the Retirement Date. The Company also agreed to pay up to $50,000 of the reasonable fees and expenses of Mr. Allison’s legal counsel incurred in connection with the negotiation and execution of the Agreement. The Company recorded a total charge in the first quarter of 2005 related to Mr. Allison’s retirement of approximately $775,000.

Mr. Allison also will be entitled to receive any vested benefits payable to him under the terms of any employee benefit plan or program of the Company in accordance with the terms of such plan or program. Under the terms of the Agreement and the Company’s 1995 Long-Term Incentive Compensation Plan (as amended through January 24, 2002), all options to acquire shares of the Company’s common stock held by Mr. Allison were fully vested prior to the Retirement Date and will remain exercisable by Mr. Allison for at least one year following the Retirement Date.

Interest and Other Income

Interest and other income, comprised primarily of interest income in both quarterly periods, for the first quarter of 2005 was $0.3 million, an increase of $0.2 million, from the $0.1 million recorded in the first quarter of 2004. The increase is due to higher yields on our investments and an increase in the amount of short term investments.

Provision (Benefit) for Income Taxes

Income taxes for the first quarter of 2005 included a benefit of ($0.4) million due to the current quarter pretax loss. The provision for income taxes in the first quarter of 2004 was a charge of $0.6 million. The effective income tax rate for the first quarter of 2005 was a benefit of 33.4% compared to a charge of 38.0% in the first quarter of 2004. The decrease in the effective rate is attributed to the proportional impact of certain permanent items on the calculation, including those created by tax exempt interest and international sales. While we have made our best estimate of our effective rate for 2005, based on the Company’s operating results and permanent differences, we believe it is possible that our effective income tax rate could vary during the remainder of 2005.

Net (Loss) Income and (Loss) Earnings Per Share

As a result of the above factors, the net loss for the first quarter of 2005 was ($0.8) million compared to net income in the first quarter of 2004 of $1.0 million. For the first quarter of 2005, our basic and diluted loss per common share was a loss of ($0.06) compared to net income of $0.08 per basic common share and $0.07 per diluted common share recorded in the prior year quarter. Basic and diluted weighted average common and common equivalent shares outstanding were 13.2 million in the first quarter of 2005 compared to 13.1 million and 13.4 million, respectively, in the first quarter of 2004. The three months ended March 26, 2005 do not include the effect of dilutive securities due to the current quarter net loss which would make those securities anti-dilutive to the earnings per share

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calculation.

CHEETAH ACQUISITION

On February 13, 2003, we acquired certain assets and assumed certain liabilities of the Cheetah Status and Performance Monitoring Product Line from Acterna, LLC for approximately $14.3 million in cash. We also capitalized acquisition related costs of approximately $0.6 million for a total cost of approximately $14.9 million. The transaction provided for an earn-out to be paid up to $2.4 million based on certain 2003 performance targets. Our calculation indicates that amounts due under the earn-out provision are immaterial. To date, these sums have not been paid, as we continue to negotiate the earn-out and post closing purchase price adjustments with Acterna.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities for the three months ended March 26, 2005, was $0.7 million compared to $1.3 million for the same period in the prior year. The decrease is attributed to a 2005 first quarter operating loss compared to 2004 net income and changes in working capital. The Company had working capital of $71.2 million at March 26, 2005, an increase of $0.4 million, from $70.8 million of working capital as of December 31, 2004. Cash used in investing activities increased from $5.3 million for the three months ended March 27, 2004 to $10.2 million for the three months ended March 26, 2005. The change is attributed to purchases of short-term investments. As of March 26, 2005, the Company had $51.6 million of cash, cash equivalents and short-term investments that are unrestricted and available for corporate purposes, including acquisitions and other general working capital requirements.

The Company has in place a five-year $25.0 million Unsecured Revolving Credit Facility (the “Facility”) with a bank. Under the terms of the Facility, the proceeds must be used for general corporate purposes, working capital needs, and in connection with certain acquisitions. The Facility contains certain standard covenants with which we must comply, including a minimum fixed charge ratio, a minimum defined level of tangible net worth and a restriction on the amount of capital expenditures that can be made on an annual basis. A maximum leverage ratio restricts our total borrowings to approximately $10.7 million during the first quarter of 2005. Commitment fees are payable quarterly at an annual rate of 0.25% of the unused commitment. The Facility was amended in February 2003 in connection with our acquisition of the Cheetah product line to adjust the determination of base net worth. As of March 26, 2005 and currently, there are no outstanding borrowings under the Facility, and we are in compliance with all debt covenants. We do not anticipate any short-term borrowings for working capital as we believe our cash reserves and internally generated funds will be sufficient to sustain working capital requirements for the foreseeable future. The Company expects to incur capital expenditures totaling approximately $3.5 million in 2005 including projects for test fixtures related to the manufacturing process and purchases of computer and office equipment.

The Company has in place a stock repurchase program, which is more fully described in Part II, Item 2(e) of this Report. At management’s discretion, the Company may repurchase shares under this program, however, the number of shares and the timing of such purchases has not presently been determined. Any such purchases would be made using existing cash and short-term investments. No

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shares were repurchased under this program in the three months ended March 26, 2005.

The impact of inflation on both the Company’s financial position and the results of operations has been minimal and is not expected to adversely affect our 2005 results. Our financial position enables us to meet our cash requirements for operations and capital expansion programs.

RELATED PARTY TRANSACTION

Gregory Quiggle was hired by the Company as Executive Vice President of Marketing on August 13, 2001. In connection with the recruitment of Mr. Quiggle, the Company made a loan to Mr. Quiggle in the amount of $210,000 pursuant to a Promissory Note (the “Note”) with interest accruing at 5% per annum. The remaining outstanding balance of $157,000 is due and payable on or before the earlier of (i) May 2, 2008, (ii) the date of termination of Mr. Quiggle’s employment with the Company, or (iii) the date that Mr. Quiggle sells or otherwise transfers ownership of all or a portion of 40,200 shares of common stock of Acterna LLC, which shares are being held by the Company as collateral for payment of the Note. Presently, the shares of stock being held as collateral have no value. The Note has not been modified since its issuance.

KEY RATIOS

The Company’s days sales outstanding (DSO) in accounts receivable trade, based on the past twelve months rolling revenue, was 59 and 67 days as of March 26, 2005 and December 31, 2004, respectively. The Company’s inventory turnover ratio was 2.1 and 2.3 turns at March 26, 2005 and December 31, 2004, respectively.

ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued Statement No. 123(R), “Shared-Based Payment”. Statement 123(R) requires the measurement of all employee stock-based compensation awards using a fair value method as of the date of the grant and recording such expense in the consolidated financial statements. In addition, the adoption of Statement 123(R) will require additional accounting related to the income tax effects and additional disclosure regarding the cash flow effects resulting from share-based payment arrangements. In April of 2005, the SEC approved a rule that delayed the effective date of FASB Statement No. 123. Statement 123(R) is now effective for public companies for annual periods that begin after June 15, 2005. We are currently evaluating the impact of the adoption of Statement 123(R). See Note 2 to the financial statements.

In December 2004, the FASB issued FASB Staff Position No. FAS 109-1 (“FAS 109-1”), Application of FASB Statement No.109, “Accounting for Income Taxes,” to the Tax Deduction on Qualified Production Activities Provided by the “American Jobs Creation Act of 2004.” The AJCA introduces a special 9% tax deduction on qualified production activities. FAS 109-1 clarifies that this tax deduction should be accounted for as a special tax deduction in accordance with Statement 109. We do not expect the adoption of these new tax provisions to have a material impact on our consolidated financial position, results of operations or cash flows.

In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151 (“SFAS

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151”), “Inventory Costs, an amendment of ARB No. 43, Chapter 4.” This statement amends the guidance in ARB No. 43 Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that “...under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal to require treatment as a current period charges...” This statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of this statement will be effective for inventory costs during the fiscal years beginning after June 15, 2005. We do not believe that the adoption of this statement will have a material impact on its financial condition or results of operations.

In March 2005, the SEC issued Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment” (“SAB 107”), which provides interpretive guidance related to the interaction between SFAS No. 123R and certain SEC rules and regulations, as well as provides the SEC staff’s views regarding the valuation of share-based payment arrangements. The Company is currently assessing the impact of SAB No. 107 on its implementation and adoption of SFAS No. 123R.

RISK FACTORS THAT MIGHT AFFECT FUTURE OPERATING RESULTS AND FINANCIAL CONDITION

We wish to caution each reader of this Form 10-Q to consider the following factors and certain other factors discussed herein and in other past reports, including but not limited to prior year Form 10-K and Form 10-Q reports and annual reports filed with the SEC. Our business and results of operations could be seriously impaired by any of the following risks. The factors discussed herein may not be exhaustive. Therefore, the factors contained herein should be read together with other reports and documents that we file with the SEC from time to time, which may supplement, modify, supersede or update the factors listed in this document.

We depend upon a few major customers for a majority of our revenues, and the loss of any of these customers, or the substantial reduction in the products that they purchase from us, would significantly reduce our revenues and net income.

We depend upon a few major customers for a majority of our revenues. We expect to derive a significant portion of our revenues from a limited number of customers in the future. The loss of any of these customers, or the cancellation, delay or reduction in purchases of our products at historical levels, would significantly reduce our revenues and net income. Furthermore, decreases in the capital budgets of these customers could lead to their reduced demand for our products, which could in turn have a material adverse affect on our business and results of operation. The capital budgets of our RBOC customers, as well as many of our other customers, are dictated by a number of factors, most of which are beyond our control, including:

- the conditions of the telecommunications market and the economy in general;

- subscriber line loss and related reduced demand for telecommunications services;

- changes or shifts in the technology utilized in the networks;

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- labor disputes between our customers and their collective bargaining units;

- the failure to meet established purchase forecasts and growth projections;

- competition among the RBOCs, competitive exchange carriers and wireless telecommunications and cable providers; and

- reorganizations, including management changes, at one or more of our customers or potential customers.

If the financial strength of one or more of our major customers should deteriorate, or if they have difficulty acquiring investment capital due to any of these or other factors, a substantial decrease in our revenues would likely result.

Our operating results may vary from quarter to quarter, causing our stock price to fluctuate.

Our operating results have in the past been subject to quarter to quarter fluctuations, and we expect that these fluctuations will continue, and may increase in magnitude, in future periods. Demand for our products is driven by many factors, including the availability of funding in customers’ capital budgets. There is a trend for some of our customers to place large orders near the end of a quarter or fiscal year, in part to spend remaining available capital budget funds. Seasonal fluctuations in customer demand for our products driven by budgetary and other reasons can create corresponding fluctuations in period-to-period revenues, and we therefore cannot assure you that our results in one period are necessary indicative of our revenues in any future period. In addition, the number and timing of large individual sales has been difficult for us to predict, and large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. The loss or deferral of one or more significant sales in a quarter could harm our operating results. It is possible that in some quarters our operating results will be below the expectations of public market analysts or investors. In such events, or in the event adverse conditions prevail, the market price of our common stock may decline significantly.

The sales cycle for our software products is long, and the delay or failure to complete one or more large license transactions in a quarter could cause our operating results to fall below our expectations.

The sales cycle is highly customer specific and can vary from a few weeks to many months. The software requirements of customers is highly dependent on many factors, including but not limited to their projections of business growth, capital budgets and anticipated cost savings from implementation of our software. Our delay or failure to complete one or more large license transactions in a quarter could harm our operating results. Our software involves significant capital commitments by customers. Potential customers generally commit significant resources to an evaluation of available enterprise software and require us to expend substantial time, effort and money educating them about the value of our solutions. Licensing of our software products often requires an extensive sales effort throughout a customer’s organization because decisions to license such software generally involve the evaluation of the software by a significant number of customer personnel in various functional and geographic areas, each often having specific and conflicting requirements. A variety of factors, including actions by competitors and other factors over which we have little or no control, may cause potential customers to favor a particular supplier or to delay or forego a purchase.

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Many of the Company’s products must comply with significant governmental and industry-based regulations, certifications, standards and protocols, some of which evolve as new technologies are deployed. Compliance with such regulations, certifications, standards and protocols may prove costly and time-consuming for the Company, and the Company cannot provide assurance that its products will continue to meet these standards in the future. In addition, regulatory compliance may present barriers to entry in particular markets or reduce the profitability of the Company’s product offerings. Such regulations, certifications, standards and protocols may also adversely affect the industries in which we compete, limit the number of potential customers for the Company’s products and services or otherwise have a material adverse effect on its business, financial condition and results of operations. Failure to comply, or delays in compliance, with such regulations, standards and protocols or delays in receipt of such certifications could delay the introduction of new products or cause the Company’s existing products to become obsolete.

We depend on sales of our MCU products for a significant portion of our revenues, but this product is maturing and may result in declining sales.

A large portion of our sales have historically been attributable to our MCU products. We expect that our MCU products may continue to account for a significant percentage of our revenues for the foreseeable future. However, these sales are declining. MCU sales largely depend upon the rate of deployment of new, and the retrofitting of existing, Digital Loop Carrier (DLC) systems in the United States. Installation and replacement of DLC systems are, in turn, driven by a number of factors, including the availability of capital resources and the demand for new or better Plain Old Telephone Service (POTS). The current plans of our customers, if executed, to implement next generation network improvements such as Fiber-to-the-Premise (FTTP), which does not require the use of our MCU products as the present hybrid POTS network, could materially impact our MCU sales. If our major customers fail to continue to build out their DSL networks and other projects requiring DLC deployments, or if we otherwise satisfy the domestic telecommunications market’s demand for MCUs, our future results would be materially and adversely affected.

Although we are unable to predict future prices for our MCU products, we expect that prices for these products will continue to be subject to significant downward pressure in certain markets for the reasons described above. Accordingly, our ability to maintain or increase revenues will be dependent on our ability to expand our customer base, increase unit sales volumes of these products and to successfully, develop, introduce and sell new products such as our cable and software products. We cannot assure you that we will be able to expand our customer base, increase unit sales volumes of existing products or develop, introduce and/or sell new products.

We recently emphasized our network assurance and testing software solutions and cable status monitoring products.

We acquired the LoopCare software and Cheetah product lines in 2001 and 2003, respectively. A substantial portion of our research and development expenses currently relates to these products. We have adjusted our business model to focus heavily on our cable performance and status monitoring products. We are actively engaged in research to improve and expand our cable products, including research and development of VoIP solutions. Our cable products have lower margins than our MCU, LoopCare and DigiTest system products. If sales of our cable testing products do not increase or are

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not accepted in the marketplace, or if our research and development activities do not produce marketable products that are both competitive and accepted by our customers, our overall revenues and profitability will be adversely affected.

In addition, although software products generally generate higher margin returns for us than our hardware products, the initial development costs of software applications, coupled with the inherent problems with pricing software sold to customers, can make it difficult to assess the potential profitability of new software products. Unless we acquire proprietary software, we must internally develop any new software products. Software development is a relatively expensive and lengthy process. In addition, because it is customary in our industry to sell perpetual enterprise licenses that cover an entire customer’s operations, it can be difficult to assess at the time of sale the exact price that we should charge for a particular license.

The sale of our products is dependent upon our ability to satisfy the proprietary requirements of our customers and to respond to rapid technological change, including evolving industry-wide standards.

We depend upon a relatively narrow range of products for the majority of our revenue. Our success in marketing our products is dependent upon their continued acceptance by our customers. In some cases, our customers require that our products meet their own proprietary requirements. If we are unable to satisfy such requirements, or forecast and adapt to changes in such requirements, our business could be materially harmed.

Rapid technological change, including evolving industry standards, could also render our products obsolete. The adoption of industry-wide standards, such as the HMS and DOCSIS cable standards, may result in the elimination of or reductions in the demand for many of our proprietary products, such as our Cheetah head-end hardware products and other Cheetah products. Furthermore, standards for new services and technologies continue to evolve, requiring us to continually modify our products or to develop new versions to meet these new standards. Certain of these certifications are limited in scope, which may require that the product be recertified if any modifications to hardware or firmware are made. If we are unable to forecast the demand for, and to develop new products or to adapt our existing products to meet, these evolving standards and other technological innovations, or if our products and services do not gain the acceptance of our customers, there could be a negative effect on our revenues for sales of such products.

Our customers are subject to governmental regulations that could significantly reduce the demand for our products or increase our costs of doing business.

Our customers have historically been subject to a number of governmental regulations, many of which have been repealed or amended as a result of the passage of The Telecommunications Act of 1996. Deregulatory efforts have affected and likely will continue to affect our customers in several ways, including the introduction of competitive forces into the local telephone markets and the imposition (or removal) of controls on the pricing of services. These and other regulatory changes may limit the scope of our customers’ deployments of future services and budgets for capital expenditures, which could significantly reduce the demand for our products.

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Moreover, as the Federal Communications Commission (FCC) adopts new and amends existing regulations, and as the courts analyze the FCC’s authority to do so, our customers cannot accurately predict the rules by which they will be able to compete in their respective markets. Changes in the telecommunications regulatory environment could, among other results, increase our costs of doing business, require our customers to share assets with competitors or prevent the Company or our customers from engaging in business activities they may wish to conduct, which could adversely affect our future results.

Our limited ability to protect our proprietary information and technology may adversely affect our ability to compete.

Many of our products consist entirely or partly of proprietary technology owned by us. Although we seek to protect our technology through a combination of copyrights, trade secret laws, contractual obligations and patents, these protections many not be sufficient to prevent the wrongful appropriation of our intellectual property, nor will they prevent our competitors from independently developing technologies that are substantially equivalent or superior to our proprietary technology. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States. In order to defend our proprietary rights in the technology utilized in our products from third party infringement, we may be required to institute legal proceedings. If we are unable to successfully assert and defend our proprietary rights in the technology utilized in our products, our future results could be adversely affected.

Our products could infringe the intellectual property rights of others, and resulting claims against us could be costly and require us to enter into disadvantageous license or royalty arrangements.

Although we attempt to avoid infringing known proprietary rights of third parties in our product development efforts, we expect that we may be subject to legal proceedings and claims for alleged infringement from time to time in the ordinary course of business. Any claims relating to the infringement of third-party proprietary rights, even if not meritorious, could result in costly litigation, divert management’s attention and resources, require us to reengineer or cease sales of our products or require us to enter into royalty or license agreements which are not advantageous to us. In addition, parties making claims may be able to obtain an injunction, which could prevent us from selling our products in the United States or abroad.

Some of our products require technology that we must license from the manufacturers of systems with which our products must be compatible. The success of our proprietary MCU products, in particular, rely upon our ability to acquire and maintain licensing arrangements with the various manufacturers of DLC systems for the Proprietary Design Integrated Circuits (PDICs) unique to each. Although most of our PDIC licensing agreements have perpetual renewal terms, all of them can be terminated by either party. If we are unable to obtain the PDICs necessary for our MCU products to be compatible with a particular DLC system, we may be unable to satisfy the needs of our customers. Furthermore, future PDIC license agreements may contain terms comparable to, or materially different than, the terms of existing agreements, as dictated by competitive or other conditions. The loss of these PDIC license agreements, or our inability to maintain an adequate supply of PDIC’s on acceptable terms, could have a material adverse effect on our business.

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Our reliance on third parties to manufacture certain aspects of our products involves risks, including, delays in product shipments and reduced control over product quality.

We depend upon a limited number of third party subcontractors to manufacture certain aspects of our products. Furthermore, the components of our hardware products are procured from a limited number of outside suppliers. Our reliance upon such third party contractors involve several additional risks, including reduced control over manufacturing costs, delivery times, reliability and quality components. Although our products generally use industry standard products, some parts, such as ASICs, are custom made to our specifications. If we were to encounter a shortage of key manufacturing components from limited sources of supply, or experience manufacturing delays caused by reduced manufacturing capacity or integration issues related to our acquisition of the Cheetah product line, the loss of key assembly subcontractors or other factors, we could experience lost revenues, increased costs, delays in, cancellations or rescheduling of orders or shipments, any of which would materially harm our business.

Product quality, performance and reliability problems could disrupt our business and harm our financial condition.

Our customers demand that our products meet stringent quality, performance and reliability standards. We have, from time to time, experienced product quality, performance or reliability problems. For example, in 2004, we were unable to ship certain of our transponder products to a customer due to delays in both the CableLabs DOCSIS certification of these products and the manufacturing of the product until final engineering enhancements were completed. Though we received CableLabs certification in the third quarter of 2004, and resolved these technological issues for the current product design and configuration, defects or failures have in the past, and may in the future occur relating to our product quality, performance and reliability. If these failures or defects occur or become significant, we could experience lost revenues, increased costs, including inventory write-offs, warranty expense and costs associated with customer support, delays in or cancellations or rescheduling of orders or shipments and product returns or discounts, any of which would harm our business.

We have completed, and may pursue additional acquisitions, which will complicate our management tasks and could result in substantial expenditures, and the failure of acquired assets to meet expectations could result in impairment of intangible assets.

We have completed, and we may pursue additional acquisitions of companies, product lines and technologies as part of our efforts to enhance our existing products, to introduce new products and to fulfill changing customer requirements. Acquisitions involve numerous risks, including the disruption of our business, exposure to assumed or unknown liabilities of the acquired target, and the failure to integrate successfully the operations and products of acquired businesses. Goodwill arising from acquisitions may result in significant charges against our operating results in one or more future periods. Furthermore, we may never achieve the anticipated results or benefits of an acquisition, such as increased market share or the successful development and sales of a new product. The effects of any of these risks could materially harm our business and reduce our future results of operations.

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In addition, the carrying value of certain of our intangible assets, consisting primarily of goodwill related to our LoopCare software and Cheetah product line acquisitions from Lucent Technologies, Inc. and Acterna, LLC, could be impaired by changing market conditions. We are required under generally accepted accounting principles to review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may indicate that the carrying value of our intangible assets may not be recoverable include a decline in stock price and market capitalization and lower than anticipated cash flows produced by such intangible assets. If our stock price and market capitalization decline, or if we do not realize the expected revenues from an intangible asset, we may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of that intangible asset is determined.

Our future sales in international markets are subject to numerous risks and uncertainties.

We have limited experience selling our products internationally, and our future sales in international markets are subject to numerous risks and uncertainties, including local economic and labor conditions, political instability including terrorism and other acts of war or hostility, unexpected changes in the regulatory environment, trade protection measures, tax laws, our ability to market current or develop new products suitable for international markets, difficulties with deployments and acceptances of products, obtaining and maintaining successful distribution and resale channels and foreign currency exchange rates. Reductions in the demand for or the sales of our products in international markets could adversely affect future results.

If our accounting controls and procedures are circumvented or otherwise fail to achieve their intended purposes, our business could be seriously harmed.

Although we evaluate our disclosure controls and procedures as of the end of each fiscal quarter, and are annually reviewing and evaluating our internal controls over financial reporting in order to comply with SEC rules relating to internal control over financial reporting adopted pursuant to the Sarbanes-Oxley Act of 2002, we may not be able to prevent all instances of accounting errors or fraud in the future. Our controls and procedures do not provide absolute assurance that all deficiencies in design or operation of these control systems, or all instances of errors or fraud, will be prevented or detected. These control systems are designed to provide reasonable assurance of achieving the goals of these systems in light of legal requirements, our resources and nature of our business operations. These control systems remain subject to risks of human error and the risk that controls can be circumvented for wrongful purposes by one or more individuals in management or non-management positions. Our business could be seriously harmed by any material failure of these control systems.

If we ship products that contain defects, the market acceptance of our products and our reputation will be harmed and our customers could seek to recover their damages from us.

Our products are complex, and despite extensive testing, may contain defects or undetected errors or failures that may become apparent only after our products have been shipped to our customer and installed in their network or after product features or new versions are released. Any such defect, error or failure could result in failure of market acceptance of our products or damage to our reputation or relations with our customers, resulting in substantial costs for both the Company and our customers as

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well as the cancellation of orders, warranty costs and product returns. In addition, any defects, errors, misuse of our products or other potential problems within or out of our control that may arise from the use of our products could result in financial or other damages to our customers. Our customers could seek to have us pay for these losses. Although we maintain product liability insurance, it may not be adequate.

Our future results are dependent on our ability to establish, maintain and expand our distribution channels and our existing
third-party distributors.

We market and sell certain of our products, including our DigiTest and Cheetah product lines, through domestic and international OEM relationships. Our future results are dependent on our ability to establish, maintain and expand third party relationships with OEM as well as other marketing and sales distribution partners. If, however, the third parties with whom we have entered into such OEM and other partnerships should fail to meet their own performance objectives, customer demand for our products could be adversely affected, which would have an adverse effect on our revenues.

We face intense competition, which could result in our losing market share or experiencing a decline in our gross margins.

The markets for some of our products are very competitive. Some of our competitors may have greater technological, financial, manufacturing, sales and marketing, and personnel resources than we have. As a result, these competitors may have an advantage in responding more rapidly or effectively to changes in industry standards or technologies. Moreover, better financed competitors may be better able to withstand the pricing pressures that increased competition may bring. If our introduction of improved products or services is not timely or well received, or if our competitors reduce their prices for products that are comparable to ours, demand for our products and services could be adversely affected.

We may also compete directly with our customers. Generally, we sell our products, either directly or indirectly, through OEM channels and other means, to end-user telecommunications and cable television providers. It is possible that our customers, as the result of bankruptcy or other rationales for dismantling network equipment, could attempt to resell our products. The successful development of such a secondary market for our products by a third party could negatively affect demand for our products, reducing our future revenues.

We are dependent upon our ability to attract, retain and motivate our key personnel.

Our success depends on our ability to attract, retain and motivate the key management and technical personnel necessary to implement our business plan and to grow our business. Despite the adverse economic conditions of the past several years, competition for certain specific technical and management skill sets is intense. If we are unable to identify and hire the personnel that we need to succeed, or if one or more of our present key employees were to cease to be associated with the Company, our future results could be adversely affected.

Consolidations in, or a continued slowdown in, the telecommunications industry could harm our business.

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We have derived a substantial amount of our revenues from sales of products and related services to the telecommunications industry. The telecommunications industry has experienced significant growth and consolidation in the past few years, although, over recent years, trends indicate that capital spending by this industry has decreased and may continue to decrease in the future as a result of a general decline in economic growth in local and international markets. In particular, RBOC and large ILEC customers have been adversely affected by subscriber line losses and the after-effects of overspending in 1999 and 2000 as well as by competition from cable and wireless carriers and other carriers entering the local telephone service market. Certain emerging carriers also continue to be hampered by financial instability caused in large part by a lack of access to capital. In the event of further significant slowdown in capital spending of the telecommunications industry, our business would be adversely affected. Furthermore, as a result of industry consolidation, there may be fewer potential customers requiring our software in the future. Larger, consolidated telecommunications companies may also use their purchasing power to create pressure on the prices and the margins we could realize. We cannot be certain that consolidations in, or a slowdown in the growth of, the telecommunication industry will not harm our business.

Our expenses are relatively fixed in the short term, and we may be unable to adjust spending to compensate for unexpected revenue shortfalls.

We base our expense levels in part on forecasts of future orders and sales, which are extremely difficult to predict. A substantial portion of our operating expenses is related to personnel, facilities and sales and marketing. The level of spending for such expenses cannot be adjusted quickly and is, therefore, relatively fixed in the short term. Accordingly, our operating results will be harmed if revenues fall below our expectations in a particular quarter.

Our restructuring plan may be ineffective or may limit our ability to compete.

We have recently undertaken a reduction in work force in response to our evolving business model. These actions could have long term adverse effects on our business. There are several risks inherent in our efforts to bring our cost base in line with the current environment by reducing our workforce. These include the risk that we will not be successful in achieving our planned cost reductions, and that even if we are successful in doing so, we will still not be able to reduce expenditures quickly enough to see a positive profitability effect and may have to undertake further restructuring initiatives that would entail additional charges and create additional risks. In addition, there is the risk that cost-cutting initiatives will impair our ability to effectively develop and market products and remain competitive. Each of the above measures could have long-term effects on our business by reducing our pool of talent, decreasing or slowing improvements in our products, making it more difficult for us to respond to customers, limiting our ability to increase production quickly if and when the demand for our products increases and limiting our ability to hire and retain key personnel. These circumstances could cause our earnings to be lower than they otherwise might be.

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We rely on software that we have licensed from third-party developers to perform key functions in our products.

We rely on software that we license from third parties, including software that is integrated with internally developed software and used in our products to perform key functions. We could lose the right to use this software or it could be made available to us only on commercially unreasonable terms. Although we believe that alternative software is available from other third-party suppliers or internal developments, the loss of or inability to maintain any of these software licenses or the inability of the third parties to enhance in a timely and cost-effective manner their products in response to changing customer needs, industry standards or technological developments could result in delays or reductions in product shipments by us until equivalent software could be developed internally or identified, licensed and integrated, which would harm our business.

We are affected by a pattern of product price decline in certain markets, which can harm our business.

Because our cable products generate lower margins for us than our proprietary MCU and software offerings, an increase in the percentage of our sales of cable-related products relative to our traditional products will result in lower profitability. Furthermore, as consolidations within the cable industry and the adoption of the DOCSIS standards have caused and could continue to cause pricing pressure as our competitors’ lower product pricing, our revenues have been and may continue to be adversely affected. Although we have developed DOCSIS compliant hardware and our relationship with our OEM partner is one that we believe will prominently position us to succeed in the marketing of DOCSIS products, these DOCSIS products will likely generate lower margins than have historically been generated by our proprietary technology. As a result, as our business shifts from our higher margin proprietary products to lower margin cable offerings and standardized products for which we have competition, we will need to sell greater volumes of our products to maintain our profitability.

Our common stock price may be extremely volatile.

Our common stock price has been and is likely to continue to be highly volatile. The market price may vary in response to many factors, some of which are outside our control, including:

• General market and economic conditions;

• Actual or anticipated variations in operating results;

• Announcements of technological innovations, new products or new services by us or by our competitors or customers;

• Changes in financial estimates or recommendations by stock market analysts regarding us or our competitors;

• Announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

• Announcements by our customers regarding end market conditions and the status of existing and future infrastructure network deployments;

• Additions or departures of key personnel; and

• Future equity or debt offerings or our announcements of these offerings.

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In addition, in recent years, the stock market in general, and The NASDAQ National Market and the securities of technology companies in particular, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of individual companies. These broad market fluctuations have in the past and may in the future materially and adversely affect our stock price, regardless of our operating results. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been initiated against such company. Such litigation could result in substantial costs and a diversion of our management’s attention and resources that could harm our business.

We may be subject from time to time to legal proceedings, and any adverse determinations in these proceedings could materially harm our business.

We may from time to time be involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation matters are inherently unpredictable, and we cannot predict the outcome of any such matters. If we ultimately lose or settle a case, we may be liable for monetary damages and other costs of litigation. Even if we are entirely successful in a lawsuit, we may incur significant legal expenses and our management may expend significant time in the defense. An adverse resolution of a lawsuit or legal proceeding could negatively impact our financial position and results of operations.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s current investment policy limits its investments in financial instruments to cash and cash equivalents, individual municipal bonds, and corporate and government bonds. The use of financial derivatives and preferred and common stocks is strictly prohibited. The Company believes it minimizes its risk through proper diversification along with the requirements that the securities must be of investment grade with an average rating of “A” or better by Standard & Poor’s. The Company holds its investment securities to maturity and believes that earnings and cash flows will not be materially affected by changes in interest rates, due to the nature and short-term investment horizon for which these securities are invested.

Item 4. CONTROLS AND PROCEDURES

(a) Restatement of financial statements and impact on internal control over financial reporting and disclosure controls and procedures

Restatement of Financial Statements

As discussed in Note 2 to the condensed consolidated financial statements contained in Item 1 of this Form 10-Q/A, the Company has restated its consolidated balance sheet at December 31, 2004 and its consolidated statements of operations, changes in shareholders’ equity and cash flows for the years ended December 31, 2003 and 2004, its unaudited quarterly consolidated financial information for the year ended December 31, 2004 and the unaudited quarterly consolidated financial information for each of the first three quarters for the year ended December 31, 2005.

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The restatement adjustments related to certain assets acquired by the Company in its LoopCare and Cheetah acquisitions that should have been assigned finite useful lives, rather than indefinite lives, at their respective acquisition dates in September 2001 and February 2003. The assets affected include the LoopCare Base Software and Cheetah Customer Base, which will be amortized over 10 and 15 years, respectively, from the date of acquisition. These errors resulted in an understatement of amortization expense, an overstatement of net income and earnings per share, and an overstatement of intangible assets and an offsetting understatement of goodwill at the date of acquisition.

The Company has had discussions with the Staff of the Securities and Exchange Commission regarding these matters, and subsequent to these discussions the Company determined that it should restate the aforementioned financial statements to correct the errors described above. The restatement resulted in non-cash adjustments that have no impact on cash provided by operating activities.

Impact on Internal Control over Financial Reporting and Disclosure Controls and Procedures

In their Report on Internal Control over Financial Reporting included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, management had previously concluded that the Company’s internal control over financial reporting and disclosure controls and procedures were effective as of December 31, 2004. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the interim or annual financial statements will not be prevented or detected. In connection with the restatement described above, management has subsequently identified the following material weakness in the Company’s internal control over financial reporting which the Company has concluded existed as of December 31, 2004:

The Company did not have effective controls designed and in place to determine and review the completeness and accuracy of estimates and judgments made relating to useful or indefinite lives assigned to intangible assets acquired in purchase business combinations. This control deficiency resulted in the restatement described above. The accounts affected were certain intangible assets, goodwill and amortization expense. Additionally, this control deficiency could result in a misstatement of the aforementioned accounts that would result in a material misstatement in our annual or interim consolidated financial statements that would not be prevented or detected.

As a result of this material weakness, management concluded that the Company’s internal control over financial reporting and disclosure controls and procedures as of December 31, 2004 were ineffective.

(b) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported with the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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In connection with the restatement described in “Restatement of financial statements and impact on internal control over financial reporting and disclosure controls and procedures” above, under the direction of our Chief Executive Officer and Chief Financial Officer, we reevaluate our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2004. We identified the material weakness in our internal control over financial reporting described in “Restatement of financial statements and impact on internal control over financial reporting and disclosure controls and procedures” above. As a result of this material weakness, we concluded that our disclosure controls and procedures were not effective as of March 26, 2005.

(c) Evaluation of Changes in Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements in accordance with GAAP. With the participation of our Chief Executive Officer and Chief Financial Officer, our management evaluates any changes in our internal control over financial reporting that occurred during each fiscal quarter which have materially affected, or are reasonably likely to materially affect, such internal control. There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934) that occurred during the quarter ended March 26, 2005 that have materially affected or are reasonably likely to affect Tollgrade’s internal control over financial reporting.

(d) Remediation of Material Weakness

During the fourth quarter of 2005, management has remediated the material weakness. Remedial actions included the enhancement of existing internal controls related to intangible assets at December 31, 2005, by adding sub-controls designed to ensure that:

1.

Documentation related to the Company’s application of accounting policies for intangible assets is considered in properly determining and reviewing the estimates and judgments made relating to useful or indefinite lives assigned to intangible assets acquired in a business combination. These estimates and judgments include: (a) the determination of useful lives of software-related intangible assets under SFAS #86, (b) the critical review of indefinite life assertions and the evaluation of the pertinent factors in support of such assertions and (c) the critical evaluation of the views of experts, and underlying assumptions, used in reaching complex judgments and estimates by management.

2.

The Company’s existing periodic reviews consider current events and circumstances to ensure that all available information continues to support the indefinite life assertions.

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3. Management reviews of appropriate accounting literature encompass current guidance regarding the factors pertinent to determining and reviewing useful or indefinite lives of intangible assets.

As a result of these remedial actions, management has concluded that controls were designed and in place as of December 31, 2005 to properly determine and review the completeness and accuracy of estimates and judgments made relating to useful or indefinite lives assigned to intangible assets acquired in purchase business combinations and therefore the above described material weakness was remediated.

PART II. OTHER INFORMATION

Item 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

On January 27, 2005, our Board of Directors authorized the continuation through December 31, 2005 of a share repurchase program which expired on December 31, 2004. Under this extension, we may repurchase a total of one million shares of our common stock before December 31, 2005. Since the initial repurchase program was instituted in April 1997, and as of March 26, 2005, the Company has repurchased 461,800 shares of common stock. The repurchased shares are authorized to be utilized under certain employee benefit programs. At our discretion, we will determine the number of shares and the timing of such purchases, which will be made using existing cash and short-term investments. No shares were repurchased under this program in the three months ended March 26, 2005.

Item 6. EXHIBITS AND REPORTS FILED ON FORM 8-K

(a)      Exhibits:

The following exhibits are being filed with this report:

Exhibit
Number	Description
15	Letter re audited interim financial information
31.1	Certification of Chief Executive Officer, filed herewith
31.2	Certification of Chief Financial Officer, filed herewith
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18.U.S.C. Section 350, filed herewith

(b)      Reports on Form 8-K:

1. A Report Form 8-K was filed on January 21, 2005 relating to (i) the Company entering into an Agreement with Christian L. Allison, the Company’s former Chief Executive Officer (ii) termination of an existing agreement with Mr. Allison; (iii) the attachment of an exhibit which was a press release announcing the Company’s preliminary financial results for the quarter ended December 31, 2004; (iv) the resignation of Mr. Allison as Chief Executive Officer and as a Director and the appointment of Mark B. Peterson as Chief Executive Officer

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	and to the Board of Directors to fill the vacancy created by Mr. Allison’s resignation and the election of Daniel P. Barry as Chairman of the Board; and (v) certain amendments to the Company’s Bylaws.
2.	A Report Form 8-K was filed on March 11, 2005 relating to the Company entering into an Extension and Amendment of Agreement (each, an “Agreement”) with each of Carol M. Franklin, Joseph G. O’Brien, Gregory Quiggle, Roger A. Smith and Jeffery J. Tatusko, executives of the Company.

™LoopCare is a trademark of Tollgrade Communications, Inc.
™Cheetah is a trademark of Tollgrade Communications, Inc.
®DigiTest is a registered trademark of Tollgrade Communications, Inc.
®EDGE is a registered trademark of Tollgrade Communications, Inc.
®MCU is a registered trademark of Tollgrade Communications, Inc.
®LIGHTHOUSE is a registered trademark of Tollgrade Communications, Inc.
®DOCSIS is a registered trademark of Cable Television Laboratories, Inc.
All other trademarks are the property of their respective owners.

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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.

	Tollgrade Communications, Inc.
	(Registrant)
Dated: March 2, 2006	/s/ Mark B. Peterson
	Mark B. Peterson
	Chief Executive Officer

Dated: March 2, 2006	/s/ Samuel C. Knoch
	Samuel C. Knoch
	Chief Financial Officer and Treasurer
Dated: March 2, 2006	/s/ Sean M. Reilly
	Sean M. Reilly
	Controller

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EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)

Exhibit
Number	Description
15	Letter re audited interim financial information
31.1	Certification of Chief Executive Officer, filed herewith
31.2	Certification of Chief Financial Officer, filed herewith
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18.U.S.C. Section 350, filed herewith

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