x
|
Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For
the fiscal year ended June 30, 2007
|
¨
|
Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For
the transition period from
to
.
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Large
accelerated filer ¨
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Accelerated
filer x
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Non-accelerated
filer ¨
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Part
I
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Page
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Item
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Item
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Item
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3.
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4.
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Item
X.
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Part
II
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5.
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6.
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Item
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Item
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Item
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Part
III
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Item
10.
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Item
11.
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Item
12.
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Item
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Item
14.
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Part
IV
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Item
15.
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50
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·
|
Convenience
Without Late Fees. On-demand products eliminate travel to
obtain and return rentals and eliminate late charges. No other
service offers the convenience of on-demand, which enables customers
to
watch any video in the library at any
time.
|
|
·
|
Interactivity. On-demand
products enable a subscriber to view content at any time with interactive
capabilities such as play, rewind, fast-forward and
pause.
|
|
·
|
Greater
Content. On-demand products enable our customers to make
large amounts of content immediately available to their subscribers,
an
advantage over mail-order media sources. Our customers utilize
both free on-demand and subscription on-demand services. These
offerings help create awareness and understanding of on-demand
television. They are compelling services that
cannot be duplicated by satellite broadcasters, and thus, reduce
subscriber churn.
|
|
·
|
No
Special Recorder Box Necessary. A digital video recorder (DVR) is an
additional set-top device or an enhanced set-top device that enables
a
user to record programming on a hard disk drive for playback after
the
“live” program began with interactive functionality on the saved
content. Our on-demand products have the capability to provide
all the benefits of a DVR box from within the network (network DVR
or
nDVR), thus eliminating the need for such a set-top
device. nDVR services further do not require subscribers to
plan recording, purchase or rent a DVR device, install and maintain
the
device, update the device and learn how to operate the
device. Additionally, since on-demand is network based,
broadband companies can incrementally add storage more economically
and
efficiently, whereas storage on a DVR device is typically not as
easy to
increase. Finally, and perhaps most importantly, DVRs are
expensive devices that we believe are inconsistent with the broadband
companies' long-range plans for the availability of on-demand
services.
|
|
·
|
Advertising. On-demand
products have enabled interactive long-format advertising and have
the
potential to enable broadband companies to target advertising and
offer a
further enhanced interactive advertising
experience.
|
|
·
|
Simulation
and Training. Man-in-the-loop (MITL) simulation and
training and hardware-in-the-loop (HITL) simulation. Examples
of MITL applications are training simulators for commercial and military
aviation, vehicle operation, mission planning and
rehearsal. HITL solutions are constructed to create accurate
simulations to verify hardware designs for applications such as
engineering design for power plants, avionics and automotive
subsystems. We have announced plans to introduce a complete
software environment for developing and executing real-time MITL
and HITL
simulations, known as the SIMulation
Workbench™.
|
|
·
|
Data
Acquisition. Applications that perform environmental
analysis and display, engine testing, range and telemetry systems,
shock
and vibration testing, weather satellite data acquisition and forecasting,
intelligence data acquisition and analyses, and command and
control.
|
|
·
|
Image
Generation. Image generation applications requiring
scalable, commercial-off-the-shelf graphics technology for the highest
levels of computer-generated image quality and fidelity, compatibility
with the latest industry-standard components from leading graphics
suppliers and improved customer value versus proprietary
solutions.
|
|
·
|
Industrial
Process Control. Applications such as plant monitoring and control
systems that ensure safety and reliable operation in industrial
environments. Examples are gas and oil pipeline supervision, power
plant
control systems and manufacturing
monitoring.
|
|
·
|
Information
Technology. Data processing applications that require high
reliability and time-critical response to user action with minimal
interrupt latency such as applications used for stock and bond trading,
financial analysis and other financial transaction
systems.
|
|
·
|
Other
Markets. We have expanded our focus to include other markets that
require a low-latency, time-critical backbone such as medical imaging,
air
traffic control, financial trading and telecommunications test
systems.
|
|
·
|
North
American Cable. We have been selected to supply on-demand
systems for 106 North American cable markets. Our primary
customers include, in alphabetical order, Blue Ridge Communications,
Bright House Networks, Charter Communications, Inc., Cogeco, Inc.,
Comcast
Corporation, Cox Communications, Inc., Knology, Inc., Mediacom
Communications Corporation, Time Warner, Inc., and Vidéotron
Ltée. We intend to focus on continuing to serve these customers
and add to our customer base by providing the product innovations
and
customer support that we believe the cable companies need to
succeed. It is our goal to provide the highest quality products
and support so that we enable our customers to succeed with their
customers.
|
|
·
|
Data
Analytics. With the continuing success of VOD, in October
2005 we closed the acquisition of Everstream, a company providing
data
measurement and reporting software to broadband companies. We
plan to continue to develop this software to expand its capabilities
for
our broadband customers so they can better understand the systems’ overall
quality of service, system capacity utilization and how video content
is
viewed by consumers. We expect product developments will be
aimed at capacity utilization, audience measurement and ad
insertion.
|
|
·
|
International
Cable. We believe the rollout of residential on-demand
service internationally over cable television systems is progressing
well. We have been deployed in 27 international cable markets
in Japan, Korea, China and Estonia. We have been commercially
deployed in Korea by Broadband Solutions, Inc., Cable and Multimedia
Communications Ltd. and Korea Digital Cable Media Center Co., Ltd.,
in
China by Shekou CATV, in Japan by Jupiter Telecommunications, Inc.
and in
Estonia by Scansatel. We will continue to pursue relationships
with international cable companies.
|
|
·
|
Telecommunications
Markets. We believe the international rollout of
residential VOD services over DSL-based networks is progressing
well. We have been deployed in 42 international telco markets
by several international telcos, including Telecom Italia, Austria
Telecom, Cyta Telecom (in Cypress), Sistema in Russia, Auna in Spain,
KPN
in the Netherlands, Hanasanet in Germany and France
Telecom. These opportunities have been obtained through a
reseller agreement signed in June 2003 and extending to June 2008
with
Alcatel-Lucent pursuant to which we are Alcatel-Lucent’s preferred
on-demand solution on their platform for resale throughout the
world. However, we intend to pursue relationships with other
integrators and international telecommunication companies in order
to take
advantage of opportunities as they arise. Additionally, we are
currently pursuing North American Telco
opportunities.
|
|
·
|
Innovate
to Improve the On-Demand Viewing Experience. We intend to
continue to focus on the development of future on-demand technologies
to
remain a technology leader by improving streaming, storage and content
ingest flexibility, asset management, the subscriber’s navigation
experience, encryption techniques, nDVR applications, business analytics,
advertising applications, and functionality. We recently
announced the launch of MediaCache 1000, our first media storage
product
utilizing flash solid state drive (SSD) memory, providing high reliability
and significantly improving throughput available from
SSD.
|
|
·
|
Establish
Our Real-Time Linux Operating Systems as the DeFacto Standard for
Real-Time Computing. As the high-performance, real-time,
computing market shifted to open systems, we introduced new products
to
meet these open system requirements while maintaining support for
our
proprietary systems. The market for open software has grown
dramatically and we believe we can position our products (RedHawk
and SUSE
Linux Enterprise-Real Time) as the standard open software real-time
operating system. We are seeking to accomplish this through
direct sales and by partnering with established industry providers
of both
software and hardware to resell our products as a software-only
product.
|
|
·
|
Real-Time
Operating System Sales on Commercial-Off-The-Shelf Hardware
Platforms. Our strategy strikes a balance between offering
upgrades for our legacy Unix system offerings and customer investment
in
our open-source Linux® operating systems and our integrated hardware
solutions (called iHawk™) that include our real time operating
systems. Our iHawk family is a line of commercial off-the-shelf
Intel® Xeon™ and AMD Opteron™ servers available in single, dual, quad, and
8-way processor models including new quad-core models. iHawks
are available in a wide-range of configurations and include our Real-Time
Clock and Interrupt Module. We expect that the on-going
introduction of a wide-range of Intel and AMD servers running our
Linux
operating systems will allow us to compete for a broad range of business
opportunities.
|
|
·
|
NightStar®
Tool Suite. Our NightStar tool
suite is a collection of software debugging and analysis products
that
enable our customers to perform diagnostic tests on the applications
they
have developed and system tuning for use on our Linux® open source and
proprietary real-time operating systems We recently
announced a new version of this popular software tool set which features
a
complete user interface makeover that makes it more flexible and
easier to
use on multi-core environments.
|
|
·
|
Resource
Manager. Our resource manager is a software component that
establishes the network connection that allows video to be streamed
to the
home over the broadband operator’s network as a dedicated
session. The resource manager is designed to route video
streams in the most efficient manner available at any given
time.
|
|
·
|
MH
BOSS. Our MH BOSS is a business management system composed
of a relational database supporting subscriber and provider data
management. The supported applications include customer access
management, content distribution management, order management, royalty
management, billing interfaces and marketing
analysis.
|
|
·
|
Real
Time Media System. Our Real Time Media System is software
that enables our customers to capture broadcast television programming
at
the time of broadcast and simultaneously digitally encode, store
and
propagate the captured programs for future viewing by
subscribers. The TimeWarner Cable Start Over initiative is
enabled by this module.
|
|
·
|
Client. Our
client is a software module with very small memory and processor
requirements that resides on each digital set-top-box, empowering
the
subscriber to browse and select on–demand content with complete
interactive control.
|
|
·
|
Oi™
for VOD. Everstream's Oi
provides operations and engineering teams with crucial insight into
service performance and subscriber experience for digital services
such as
video on demand. Oi enables clear and concise summaries of metrics
and
trends, with the ability to apply and track organization-wide
targets.
|
|
·
|
Xi™
for VOD. Everstream's Xi provides
market-to-market comparison, trending, and correlation analysis on
the key
performance metrics of interactive services. We believe Xi
provides the industry’s most comprehensive insight into the impact of iTV
offerings across multiple locations, platforms, and
services.
|
|
·
|
CiTM or
Campaign Director. Ci is
a centralized,
enterprise application server and data warehouse system for managing
advertising campaigns across single or multiple system networks.
Ci
represents Everstream’s fourth generation of distributed ad campaign
management technology for iTV and broadband platforms including video
on
demand. Ci is comprised of two applications: the Campaign
Director and the Campaign Decision Engine. Campaign Directors
are normally licensed to cable and broadband operators, while Campaign
Decision engines are licensed to iTV and broadband partners for inclusion
as part of their product strategy. A third level system is
available for content providers working with licensed MSOs. Ci
is built upon Java J2EE Enterprise Java Bean technology, giving it
enterprise scalability, reliability and portability to different
hardware
and operating system platforms.
|
|
·
|
ReportOneTM
Template Sets. Everstream
provides
a series of template sets to meet the standard demands of the broadband
industry including templates for VOD and long-format
advertising. These templates provide flexible query, filter,
sort, grouping, and output of event, content, and subscriber level
data
from your interactive systems, supporting all major on-demand vendors
and
platforms such as Cognos ReportNet. These templates may be used
“out-of-the-box” or modified by our customers or ourselves to meet
specific business requirements.
|
|
·
|
SUSE
Linux Enterprise-Real Time. SUSE Linux Enterprise-Real Time (SLERT),
provided in partnership with Novell is an industry standard, real-time
version of the Novell open source Linux operating system for
Intel/AMD-based multiprocessors. SLERT provides the performance
needed in time-critical environments. We believe SLERT is the best Linux
solution for a broad range of deterministic applications such as
financial
trading, telecommunications, modeling, simulation, data acquisition,
industrial control and medical imaging systems. Properly configured,
SLERT
guarantees that a user-level application can respond to an external
event
in less than 30 microseconds. SLERT achieves its superior
real-time performance through key kernel enhancements we
developed. SLERT includes all the standard features of SUSE
Linux including its user-level commands, utilities and system
administration. SLERT user libraries provide access to its value-add
features that are not part of other Linux offerings. SLERT is fully
compatible with standard Linux user-level APIs, thus Linux applications
written for other Linux distributions will run without
modification.
|
|
·
|
RedHawk™
Linux. RedHawk Linux is an industry-standard,
POSIX-compliant, real-time version of the open source Linux operating
system. RedHawk Linux, compatible with the popular Red Hat® Linux
distribution, provides high I/O throughput, guaranteed fast response
to
external events, and optimized interprocess
communication. RedHawk is the ideal Linux environment for the
complex real-time applications found in simulation, data acquisition,
and
industrial systems control. RedHawk also maintains third-party software
compatibility with Red Hat Linux, allowing us to take advantage of
the
full range of third-party software applications that run on Red
Hat. RedHawk achieves real-time performance by means of a
multithreaded, fully-preemptable real-time kernel with low-latency
enhancements developed by Concurrent. RedHawk's true symmetric
multiprocessing support includes load-balancing and CPU shielding
to
maximize determinism and real-time performance in mission-critical
solutions.
|
|
·
|
iHawk™. Our
iHawk servers, based on Intel Xeon or AMD Opteron technologies, feature
our real-time Linux operating systems and our Real-Time Clock and
Interrupt Module. iHawk multiprocessing systems are extensively
deployed in simulation, data acquisition and industrial process control
applications, and satisfy scientific and other complex computing
requirements.
|
|
·
|
ImaGen™. ImaGen
is our imaging platform for simulation and modeling applications
that
require high-performance image generation. ImaGen Linux-based
visual servers provide multiple channels of state-of-the-art visualization
and graphics performance. High-end image generation, once
achievable only on large, costly, dedicated visual systems, is provided
by
ImaGen servers employing COTS graphics technology. Typical
ImaGen imaging applications include civil and military simulation,
mission
planning, homeland security, scientific and medical visualization,
architectural design, energy exploration and
entertainment.
|
|
·
|
Power
Hawk®. Power Hawk is our family of scalable, real-time
UNIX-based advanced VersModular Eurocard (VME) systems capable of
supporting data acquisition, simulation and industrial process control
applications. The Power Hawk line features Motorola PowerPC
processors and is available in single, dual and quad central processing
unit (CPU) versions.
|
|
·
|
Model
3200-2000. The Model 3200-2000 is an upgrade to our Series 3200
family of high-performance proprietary platforms. Model 3200-2000
provides
additional processing power and system throughput required by demanding
real-time applications. Model 3200-2000 runs our proprietary OS/32
real-time operating system.
|
|
·
|
PowerMAX
Operating System. The PowerMAX operating system is our
highly-deterministic UNIX-based operating system used on our Power
Hawk
systems.
|
|
·
|
NightStar™
Tools. The NightStar development tools help users debug
and analyze their application software running under the following
operating systems: Concurrent RedHawk Linux, Red Hat Enterprise
Linux, SUSE Linux Enterprise-Real Time, SUSE Linux Enterprise Server
and
SUSE Linux Enterprise Desktop operating systems and Concurrent PowerMAX
OS. We recently released a new version of the NightStar tools
with expanded features and a new user
interface.
|
|
·
|
Solid
State Storage. In order to improve performance and storage
reliability, we have developed the MH 4500 that integrates our new
RAM
storage and flash solid state drive memory with traditional disk
storage. This hybrid approach enables us to provide a cost
effective solution that will easily evolve as technology
improves. We will continue to develop this product to meet our
customer demands.
|
|
·
|
Content
Management. As VOD matures as an industry, we anticipate
that demand for stored content could increase from thousands of hours
to
over ten thousand hours. We continue to enhance our systems to
intelligently and automatically manage the distribution and lifecycle
of
stored content, thus, increasing the efficiency of our customers’
networks.
|
|
·
|
Network
Digital Video Recorder Technology. This technology allows the
subscriber to pause and rewind time-shifted programming, effectively
providing “TV on-demand.” Our Real Time Media products capture,
encode, and store broadcast programs for future viewing.
Additionally, our MediaHawk On-Demand Platform enables broadband
companies
to grow streaming, storage, and content capture independently so
they can
more easily provide “TV on-demand”.
|
|
·
|
Audience
Measurement. Understanding what consumers watch, when they
watch and how they watch television is essential to the broadband
providers, content owners, advertisers, and ad agencies. We
expect to develop our Everstream products so they can provide this
information, thereby, replacing services that currently project or
estimate consumer activity with small
samplings.
|
|
·
|
Interactive
and Targeted Advertising. Interactive long format
advertising has already been deployed by Cox Communications in their
systems. Targeted advertising technology provided by Everstream
will allow our on-demand systems to insert different television
commercials into the video streams for different
consumers. This technology will allow the advertiser to closely
“target” product advertisements to consumers most likely to buy, rather
than broadcasting the same advertisements to
everyone.
|
|
·
|
Web
Client. We have developed an HTML-based VOD navigation system which
leverages commercial-off-the-shelf (COTS) web-development technologies
and
standards. This application allows broadband operators to use
standard web-authoring tools to create and brand their own VOD navigation
pages.
|
|
·
|
Capacity
Management. Everstream’s CAPiTM
is
a solution that enables visibility into capacity utilization and
subscriber usage patterns of diverse video and high speed data service
offerings. CAPi collects
utilization data and aggregates it into meaningful, actionable information
with local, regional, and enterprise perspectives that provide operators
the necessary information to effectively manage and plan for the
capacity
requirements of their work.
|
|
·
|
RedHawk
Linux. We plan to continue to enhance our RedHawk Linux
real-time operating system to provide increased determinism for
time-critical applications. We are also selling this operating
system as a software only, independent
product.
|
|
·
|
SUSE
Linux Enterprise-Real Time. We recently released version
1.6 SUSE Linux Enterprise-Real Time which is our real-time Linux
operating
system on Novell’s SLES 10 release. This software product, sold
by both Concurrent and Novell, will continue to be expanded and improved
to meet customer demands and is licensed under a one-year
subscription.
|
|
·
|
iHawk.
We continue to plan to offer iHawk multiprocessor systems based
on
Intel and AMD processor technology and state-of-the-art
packaging. These systems will be available in up to 8-way
processor configurations and will include support for the new quad-core
technology.
|
|
·
|
SIMulation
Workbench. SIMulation Workbench is a new software product
that provides a complete framework to develop and execute real-time
hardware-in-the-loop simulations. Its powerful user interface
enables convenient configuring, starting, stopping, recording and
playback
of simulation runs. It also provides fast, direct shared memory
access to all parameters and signals needed by a
simulation. SIMulation Workbench’s in-memory design optimizes
performance and data conversion speed. SIMulation Workbench
will be offered by Concurrent together with iHawk hardware-in-the-loop
testing solutions.
|
|
·
|
Image
Generation. ImaGen is our imaging platform for simulation
and modeling applications that require high-performance image
generation. We will continue to introduce ImaGen multi-channel
visual servers featuring the latest Nvidia Graphics cards and SLI
technology.
|
|
·
|
NightStar
Tools. Nightstar is a powerful, integrated set of
graphics-based tools for developing time-critical
applications. NightStar tools run on real-time multiprocessing
systems with minimum intrusion, thus preserving the behavior and
determinism of the application being
analyzed.
|
|
·
|
major
computer companies that participate in the high-performance computing
business by offering high-performance, general purpose product platforms,
including Sun Microsystems, HP and
IBM;
|
|
·
|
other
computer companies that provide solutions for applications that address
specific performance characteristics, such as fault-tolerance or
high-performance graphics, including SGI, Inc. and
HP;
|
|
·
|
single
board computer companies that provide board-level processors that
are
typically integrated into a customer's computer system, including
GE
Fanuc, Thales and Mercury;
|
|
·
|
companies
providing competitive Linux offerings, including MontaVista Software,
LynuxWorks, Inc., Wind River and TimeSys
Corporation;
|
|
·
|
companies
providing a Linux platform with which our products are compatible,
such as
Novell and RedHat, Inc.; and
|
|
·
|
companies
involved in hardware-in-the-loop and data acquisition including dSpace
and
ADI Corporation.
|
|
·
|
cease
selling, incorporating or using products or services that incorporate
the
challenged intellectual property;
|
|
·
|
obtain
a license from the holder of the infringed intellectual property
right,
which license may not be available on reasonable terms, if at all;
and
|
|
·
|
redesign
products or services that incorporate the disputed
technology.
|
|
·
|
such
existing or contemplated relationships will be commercially
successful;
|
|
·
|
we
will be able to find additional strategic partners;
or
|
|
·
|
we
will be able to negotiate acceptable terms with potential strategic
partners.
|
|
·
|
compliance
with, and unexpected changes in, regulatory requirements resulting
in
unanticipated costs and delays;
|
|
·
|
difficulties
in compliance with export and re-export regulations governing U.S.
goods
and goods from our international
subsidiaries;
|
|
·
|
lack
of availability of trained personnel in international
locations;
|
|
·
|
tariffs,
export controls and other trade
barriers;
|
|
·
|
longer
accounts receivable payment cycles than in the United
States;
|
|
·
|
potential
difficulty of enforcing agreements and collecting receivables in
some
foreign legal systems;
|
|
·
|
potential
difficulty in enforcing intellectual property rights in certain foreign
countries;
|
|
·
|
potentially
adverse tax consequences, including restrictions on the repatriation
of
earnings;
|
|
·
|
the
burdens of complying with a wide variety of foreign
laws;
|
|
·
|
general
economic conditions in international markets;
and
|
|
·
|
currency
exchange rate fluctuations.
|
·
|
difficulties
in the assimilation of acquired operations, technologies or
services;
|
·
|
unanticipated
costs associated with the
acquisition;
|
·
|
diversion
of management’s attention from other business
concerns;
|
·
|
adverse
effects on existing business
relationships;
|
·
|
risks
associated with entering markets in which we have no or limited
prior
experience; and
|
·
|
potential
loss of key employees of acquired
companies.
|
|
·
|
variations
in our quarterly operating results;
|
|
·
|
changes
in securities analysts’ estimates of our financial
performance;
|
|
·
|
the
development of the on-demand market in
general;
|
|
·
|
changes
in market valuations of similar
companies;
|
|
·
|
announcement
by us or our competitors of significant contracts, acquisitions,
strategic
partnerships, joint ventures or capital
commitments;
|
|
·
|
loss
of a major customer or failure to complete significant transactions;
and
|
|
·
|
additions
or departures of key personnel.
|
Location
|
Principal
Use
|
Expiration
Date
Of
Lease
|
Approx.
Floor
Area
|
|||
(Sq.
Feet)
|
||||||
4375
River Green Parkway
Suite
100
Duluth,
Georgia
|
Corporate
Headquarters, Administration, Research & Development, Sales and
Marketing
|
November
2008
|
33,000
|
|||
2800
Gateway Drive
Pompano
Beach, Florida
|
Manufacturing
and Service
|
December
2007
|
40,000
|
|||
2881
Gateway Drive
Pompano
Beach, Florida
|
Administration,
Research & Development, Sales and Marketing
|
December
2007
|
30,000
|
|||
3535
Route 66
Bldg.
3
Neptune,
New Jersey
|
Repair
and Service Depot
|
May
2009
|
11,255
|
|||
100
Highpoint Drive
Chalfont,
Pennsylvania
|
Research
& Development
|
March
2009
|
10,940
|
|||
6001
Cochran Road, Suite 300
Solon,
OH 44139
|
Everstream
Sales, Research & Development, and Support
|
December
2007
|
10,000
|
|||
3rd
Floor,
Voyager Place
Shoppenhangers
Road
Maidenhead,
Berkshire UK
|
Administration
and Research & Development
|
January
2008
|
10,000
|
|
·
|
Vicor,
Inc. v. Concurrent Computer Corporation, Essex Superior Court,
Massachusetts, Civil Action No. C5-1437A. This suit was filed
August 18, 2005 requesting declaratory relief regarding a contractual
dispute between the parties. On March 8, 2006, after briefing
and arguments, the case was dismissed for resolution by
arbitration. Vicor unsuccessfully appealed the matter and
unsuccessfully moved to stay the arbitration (Case No. 32 181 Y 00738
05). The arbitration is proceeding in
Florida.
|
Name
|
Position
|
Age
|
||
T.
Gary Trimm
|
President
and Chief Executive Officer
|
59
|
||
Kirk
L. Somers
|
Executive
Vice President
|
42
|
||
Emory
O. Berry
|
Chief
Financial Officer
|
41
|
Fiscal
Year 2007
Quarter
Ended:
|
High
|
Low
|
||||||
September
30, 2006
|
$ |
2.60
|
$ |
1.35
|
||||
December
31, 2006
|
$ |
2.05
|
$ |
1.59
|
||||
March
31, 2007
|
$ |
1.90
|
$ |
1.21
|
||||
June
30, 2007
|
$ |
1.94
|
$ |
1.26
|
||||
Fiscal
Year 2006
Quarter
Ended:
|
High
|
Low
|
||||||
September
30, 2005
|
$ |
2.39
|
$ |
1.63
|
||||
December
31, 2005
|
$ |
2.13
|
$ |
1.45
|
||||
March
31, 2006
|
$ |
3.23
|
$ |
1.82
|
||||
June
30, 2006
|
$ |
3.40
|
$ |
2.35
|
6/28/2002
|
6/30/2003
|
6/30/2004
|
6/30/2005
|
6/30/2006
|
6/29/2007
|
|||||||||||||||||||
CCUR
|
$ |
100.00
|
$ |
62.80
|
$ |
42.58
|
$ |
45.81
|
$ |
56.13
|
$ |
38.49
|
||||||||||||
Nasdaq
Stock Market (US Companies)
|
$ |
100.00
|
$ |
111.02
|
$ |
139.95
|
$ |
141.46
|
$ |
150.47
|
$ |
179.30
|
||||||||||||
Nasdaq
Computer Manufacturers
|
$ |
100.00
|
$ |
128.45
|
$ |
139.56
|
$ |
175.21
|
$ |
156.71
|
$ |
223.73
|
Year
ended June 30,
|
||||||||||||||||||||
Income
Statement Data
|
2007
|
2006
|
2005
|
2004
|
2003
|
|||||||||||||||
Net
sales
|
$ |
69,149
|
$ |
71,612
|
$ |
78,685
|
$ |
79,235
|
$ |
75,453
|
||||||||||
Gross
margin
|
32,361
|
35,369
|
38,776
|
38,722
|
36,423
|
|||||||||||||||
Operating
income (loss)
|
(11,793 | ) | (9,580 | ) | (7,457 | ) | (8,540 | ) | (11,429 | )(4) | ||||||||||
Income
(loss) before cumulative effect of accounting change
|
(12,171 | ) | (9,022 | ) | (7,729 | ) | (5,725 | ) | (24,552 | ) | ||||||||||
Cumulative
effect of accounting change (net of income tax)
|
-
|
(323 | )(1) |
-
|
-
|
-
|
||||||||||||||
Net
income (loss)
|
(12,171 | ) | (9,345 | )(1) | (7,729 | )(2) | (5,725 | )(3) | (24,552 | )(5) | ||||||||||
Net
income (loss) per share
|
||||||||||||||||||||
Basic
|
$ | (0.17 | ) | $ | (0.14 | )(1) | $ | (0.12 | )(2) | $ | (0.09 | )(3) | $ | (0.40 | )(5) | |||||
Diluted
|
$ | (0.17 | ) | $ | (0.14 | )(1) | $ | (0.12 | )(2) | $ | (0.09 | )(3) | $ | (0.40 | )(5) | |||||
At
June 30,
|
||||||||||||||||||||
Balance
Sheet Data
|
2007
|
2006
|
2005
|
2004
|
2003
|
|||||||||||||||
Cash
and cash equivalents
|
$ |
20,416
|
$ |
14,423
|
$ |
19,880
|
$ |
27,928
|
$ |
30,697
|
||||||||||
Working
capital
|
22,232
|
17,384
|
22,911
|
26,378
|
30,180
|
|||||||||||||||
Total
assets
|
74,133
|
68,758
|
63,977
|
74,542
|
77,839
|
|||||||||||||||
Debt
|
1,077
|
1,583
|
2,537
|
-
|
-
|
|||||||||||||||
Stockholders'
equity
|
46,595
|
43,774
|
38,353
|
45,726
|
43,458
|
|
(1)
|
In
March 2005, the FASB issued Financial Interpretation No. 47 (“FIN 47”),
“Accounting for Asset Retirement Obligations – an interpretation of FASB
Statement No. 143.” FIN 47 requires the recognition of a liability for the
fair value of a legally-required conditional asset retirement obligation
when incurred, if the liability’s fair value can be reasonably
estimated. FIN 47 also clarifies when an entity would have
sufficient information to reasonably estimate the fair value of an
asset
retirement obligation. We are required to record an asset and a
corresponding liability for the present value of the estimated asset
retirement obligation associated with the leasehold improvements
at some
of our international locations. The asset is depreciated over
the life of the corresponding lease while the liability accretes
to the
amount of the estimated retirement obligation. FIN 47 is
effective no later than the end of fiscal years ending after December
15,
2005. We adopted FIN 47 on June 30, 2006 with a $0.3 million
cumulative effect of accounting change (net of tax) recorded in
Concurrent’s results of operations. This charge is a
combination of depreciation and accretion
expense.
|
|
(2)
|
Net
loss for the year ended June 30, 2005 includes $0.4 million impairment
charge related to our investment in Everstream, net of a $0.1 million
recovery of a previously recognized impairment charge related to
our
investment in Thirdspace.
|
|
(3)
|
Net
loss for the year ended June 30, 2004 includes $3.1 million from
the
partial recovery of the previously recognized impairment charge related
to
our investment in Thirdspace discussed in Note (5)
below.
|
|
(4)
|
Operating
loss for the year ended June 30, 2003 includes a restructuring charge
of
$1.6 million.
|
|
(5)
|
Net
loss for the year ended June 30, 2003 includes a $13.0 million impairment
charge related to our investment in Thirdspace and a restructuring
charge
of $1.6 million.
|
Year
Ended June 30,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Revenue:
|
||||||||||||
Product
|
67.3 | % | 69.3 | % | 72.5 | % | ||||||
Service
|
32.7
|
30.7
|
27.5
|
|||||||||
Total
revenue
|
100.0
|
100.0
|
100.0
|
|||||||||
Cost
of sales (% of respective sales category):
|
||||||||||||
Product
|
55.8
|
50.4
|
47.4
|
|||||||||
Service
|
47.8
|
51.0
|
59.5
|
|||||||||
Total
cost of sales
|
53.2
|
50.6
|
50.7
|
|||||||||
Gross
margin
|
46.8
|
49.4
|
49.3
|
|||||||||
Operating
expenses:
|
||||||||||||
Sales
and marketing
|
23.7
|
23.1
|
22.6
|
|||||||||
Research
and development
|
25.5
|
26.3
|
23.8
|
|||||||||
General
and administrative
|
14.7
|
13.4
|
12.4
|
|||||||||
Total
operating expenses
|
63.9
|
62.8
|
58.8
|
|||||||||
Operating
loss
|
(17.1 | ) | (13.4 | ) | (9.5 | ) | ||||||
Recovery
(impairment) of minority investment
|
-
|
-
|
(0.4 | ) | ||||||||
Interest
income - net
|
0.1
|
0.3
|
0.3
|
|||||||||
Other
income (expense), net
|
0.0
|
0.8
|
(0.6 | ) | ||||||||
Loss
before income taxes
|
(17.0 | ) | (12.3 | ) | (10.2 | ) | ||||||
Provision
(benefit) for income taxes
|
0.6
|
0.3
|
(0.4 | ) | ||||||||
Loss
before cumulative effect of accounting change
|
(17.6 | ) | (12.6 | ) | (9.8 | ) | ||||||
Cumulative
effect of accounting change (net of income taxes)
|
-
|
(0.4 | ) |
-
|
||||||||
Net
loss
|
(17.6 | )% | (13.0 | )% | (9.8 | )% |
Year
ended June 30,
|
||||||||||||||||
(Dollars
in Thousands)
|
2007
|
2006
|
$
Change
|
%
Change
|
||||||||||||
Product
revenue
|
$ |
46,549
|
$ |
49,592
|
$ | (3,043 | ) | (6.1 | %) | |||||||
Service
revenue
|
22,600
|
22,020
|
580
|
2.6 | % | |||||||||||
Total
revenue
|
69,149
|
71,612
|
(2,463 | ) | (3.4 | %) | ||||||||||
Product
cost of sales
|
25,982
|
25,010
|
972
|
3.9 | % | |||||||||||
Service
cost of sales
|
10,806
|
11,233
|
(427 | ) | (3.8 | %) | ||||||||||
Total
cost of sales
|
36,788
|
36,243
|
545
|
1.5 | % | |||||||||||
Product
gross margin
|
20,567
|
24,582
|
(4,015 | ) | (16.3 | %) | ||||||||||
Service
gross margin
|
11,794
|
10,787
|
1,007
|
9.3 | % | |||||||||||
Total
gross margin
|
32,361
|
35,369
|
(3,008 | ) | (8.5 | %) | ||||||||||
Operating
expenses:
|
||||||||||||||||
Sales
and marketing
|
16,366
|
16,576
|
(210 | ) | (1.3 | %) | ||||||||||
Research
and development
|
17,616
|
18,783
|
(1,167 | ) | (6.2 | %) | ||||||||||
General
and administrative
|
10,172
|
9,590
|
582
|
6.1 | % | |||||||||||
Total
operating expenses
|
44,154
|
44,949
|
(795 | ) | (1.8 | %) | ||||||||||
Operating
loss
|
(11,793 | ) | (9,580 | ) | (2,213 | ) | 23.1 | % | ||||||||
Other
income (expense) - net
|
80
|
749
|
(669 | ) | (89.3 | %) | ||||||||||
Loss
before provision for income taxes and cumulative effect of accounting
change
|
(11,713 | ) | (8,831 | ) | (2,882 | ) | 32.6 | % | ||||||||
Provision
(benefit) for income taxes
|
458
|
191
|
267
|
139.8 | % | |||||||||||
Loss
before cumulative effect of accounting change
|
(12,171 | ) | (9,022 | ) | (3,149 | ) | 34.9 | % | ||||||||
Cumulative
effect of accounting change (net of taxes)
|
-
|
(323 | ) |
323
|
NM
|
(1) | ||||||||||
Net
loss
|
$ | (12,171 | ) | $ | (9,345 | ) | $ | (2,826 | ) | 30.2 | % |
Year
ended June 30,
|
||||||||||||||||
(Dollars
in Thousands)
|
2006
|
2005
|
$
Change
|
%
Change
|
||||||||||||
Product
revenue
|
$ |
49,592
|
$ |
57,070
|
$ | (7,478 | ) | (13.1 | %) | |||||||
Service
revenue
|
22,020
|
21,615
|
405
|
1.9 | % | |||||||||||
Total
revenue
|
71,612
|
78,685
|
(7,073 | ) | (9.0 | %) | ||||||||||
Product
cost of sales
|
25,010
|
27,053
|
(2,043 | ) | (7.6 | %) | ||||||||||
Service
cost of sales
|
11,233
|
12,856
|
(1,623 | ) | (12.6 | %) | ||||||||||
Total
cost of sales
|
36,243
|
39,909
|
(3,666 | ) | (9.2 | %) | ||||||||||
Product
gross margin
|
24,582
|
30,017
|
(5,435 | ) | (18.1 | %) | ||||||||||
Service
gross margin
|
10,787
|
8,759
|
2,028
|
23.2 | % | |||||||||||
Total
gross margin
|
35,369
|
38,776
|
(3,407 | ) | (8.8 | %) | ||||||||||
Operating
expenses:
|
||||||||||||||||
Sales
and marketing
|
16,576
|
17,785
|
(1,209 | ) | (6.8 | %) | ||||||||||
Research
and development
|
18,783
|
18,748
|
35
|
0.2 | % | |||||||||||
General
and administrative
|
9,590
|
9,717
|
(127 | ) | (1.3 | %) | ||||||||||
Restructuring
charge
|
-
|
(17 | ) |
17
|
NM
|
(1) | ||||||||||
Total
operating expenses
|
44,949
|
46,233
|
(1,284 | ) | (2.8 | %) | ||||||||||
Operating
loss
|
(9,580 | ) | (7,457 | ) | (2,123 | ) | 28.5 | % | ||||||||
Impairment
loss on minority investment
|
-
|
(313 | ) |
313
|
NM
|
(1) | ||||||||||
Other
income (expense) - net
|
749
|
(231 | ) |
980
|
NM
|
(1) | ||||||||||
Loss
before provision for income taxes and cumulative effect of accounting
change
|
(8,831 | ) | (8,001 | ) | (830 | ) | 10.4 | % | ||||||||
Provision
(benefit) for income taxes
|
191
|
(272 | ) |
463
|
NM
|
(1) | ||||||||||
Loss
before cumulative effect of accounting change
|
(9,022 | ) | (7,729 | ) | (1,293 | ) | 16.7 | % | ||||||||
Cumulative
effect of accounting change (net of taxes)
|
(323 | ) |
-
|
(323 | ) |
NM
|
(1) | |||||||||
Net
loss
|
$ | (9,345 | ) | $ | (7,729 | ) | $ | (1,616 | ) | 20.9 | % |
|
·
|
the
rate of growth or decline, if any, of on-demand market expansions
and the
pace at which domestic and international broadband companies and
telephone
companies implement on-demand
technology;
|
|
·
|
the
rate of growth, if any, of deployment of our real-time operating
systems
and tools;
|
|
·
|
the
actual versus anticipated decline in revenue from maintenance and
product
sales of real-time proprietary
systems;
|
|
·
|
ongoing
cost control actions and expenses, including capital
expenditures;
|
|
·
|
the
margins on our product lines;
|
|
·
|
our
ability to leverage the potential of
Everstream;
|
|
·
|
our
ability to raise additional capital, if
necessary;
|
|
·
|
our
ability to obtain additional bank financing, if
necessary;
|
|
·
|
our
ability to meet the covenants contained in our Credit
Agreement;
|
|
·
|
timing
of product shipments, which occur primarily during the last month
of the
quarter;
|
|
·
|
the
percentage of sales derived from outside the United States where
there are
generally longer accounts receivable collection cycles;
and
|
|
·
|
the
number of countries in which we operate, which may require maintenance
of
minimum cash levels in each country and, in certain cases, may restrict
the repatriation of cash, such as cash held on deposit to secure
office
leases.
|
Payments
Due By Fiscal Year
|
||||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||
Contractual
Obligations
|
Total
|
2008
|
2009-2010
|
2011-2012
|
Thereafter
|
|||||||||||||||
Operating
leases
|
$ |
5,522
|
$ |
2,096
|
$ |
2,103
|
$ |
925
|
$ |
398
|
||||||||||
Revolving
bank line of credit
|
1,077
|
-
|
1,077
|
-
|
-
|
|||||||||||||||
Interest
payments related to revolving bank line of credit
|
90
|
60
|
30
|
-
|
-
|
|||||||||||||||
Pension
plan
|
2,277
|
153
|
352
|
439
|
1,333
|
|||||||||||||||
Total
|
$ |
8,966
|
$ |
2,309
|
$ |
3,562
|
$ |
1,364
|
$ |
1,731
|
Balances
Before
Adoption of
SFAS No. 158
|
Adjustments
|
Balances
After
Adoption of
SFAS No. 158
|
||||||||||
(Dollars
in Thousands)
|
||||||||||||
Balance
Sheet Caption
|
||||||||||||
Accounts
payable and accrued expenses
|
$ |
-
|
$ |
24
|
$ |
24
|
||||||
Pension
liability
|
1,826
|
(636 | ) |
1,190
|
||||||||
Accumulated
other comprehensive loss
|
(8 | ) |
612
|
604
|
||||||||
Total
liabilities and stockholders' equity
|
$ |
1,818
|
$ |
-
|
$ |
1,818
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
54
|
Management
Report on Internal Control Over Financial Reporting
|
55
|
Report
of Independent Registered Public Accounting Firm on Internal Control
Over
Financial Reporting
|
56
|
Consolidated
Balance Sheets as of June 30, 2007 and 2006
|
57
|
Consolidated
Statements of Operations for each of the three years in the period
ended
June 30, 2007
|
58
|
Consolidated
Statements of Stockholders' Equity and Comprehensive Income (Loss)for
each
of the three years in the period ended June 30, 2007
|
59
|
Consolidated
Statements of Cash Flows for each of the three years in the period
ended
June 30, 2007
|
60
|
Notes
to Consolidated Financial Statements
|
61
|
Exhibit
|
Description
of Document
|
|
3.1
|
--Restated
Certificate of Incorporation of the Registrant (incorporated by reference
to the Registrant's Registration Statement on Form S-2 (No.
33-62440)).
|
|
3.2
|
--Amended
and Restated Bylaws of the Registrant (incorporated by reference
to the
Registrant’s Quarterly Report on Form 10-Q for the period ended March 31,
2003).
|
|
3.3
|
--Certificate
of Correction to Restated Certificate of Incorporation of the Registrant
(incorporated by reference to the Registrant’s Annual Report on Form 10-K
for the fiscal year ended June 30, 2002).
|
|
3.4
|
--Amended
Certificate of Designations of Series A Participating Cumulative
Preferred
Stock (incorporated by reference to the Form 8-A/A, dated August
9,
2002).
|
|
3.5
|
--Amendment
to Amended Certificate of Designations of Series A Participating
Cumulative Preferred Stock (incorporated by reference to the Form
8-A/A,
dated August 9, 2002).
|
|
4.1
|
--Form
of Common Stock Certificate (incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the period ended March 31,
2003).
|
|
4.2
|
--Form
of Rights Certificate (incorporated by reference to the Registrant’s
Current Report on Form 8-K/A filed on August 12,
2002).
|
4.3
|
--Amended
and Restated Rights Agreement dated as of August 7, 2002 between
the
Registrant and American Stock Transfer & Trust Company, as Rights
Agent (incorporated by reference to the Registrant’s Current Report on
Form 8-K/A filed on August 12, 2002).
|
|
4.4
|
--Form
of Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on
Form 8-K dated
May 15, 2007 and incorporated herein by
reference)
|
|
4.5
|
--Form
of Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on
Form 8-K dated
May 15, 2007 and incorporated herein by
reference)
|
|
10.1
|
--Loan
and Security Agreement (incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q filed on February 4,
2005).
|
|
10.2
|
--Schedule
of Officers who have entered into the Form Indemnification Agreement
(incorporated by reference to the Registrant’s Quarterly report on Form
10-Q for the quarter ended December 31, 2004).
|
|
10.3
|
--1991
Restated Stock Option Plan (as amended as of October 26, 2000)
(incorporated by reference Exhibit A to the Registrant’s Proxy Statement
dated September 18, 2000).
|
|
10.4
|
--Richard
Rifenburgh Non-Qualified Stock Option Plan and Agreement (incorporated
by
reference to the Registrant’s Registration Statement on Form S-8 (No.
333-82686)).
|
|
10.5
|
--Concurrent
Computer Corporation 2001 Stock Option Plan (incorporated by reference
to
Annex II to the Registrant’s Proxy Statement dated September 19,
2001).
|
|
10.6
|
--Concurrent
Computer Corporation Amended and Restated 2001 Stock Option Plan
(incorporated by reference to the Registrant’s Registration Statement on
Form S-8 (No. 333-125974)).
|
|
10.7
|
--Form
of Option agreement with transfer restrictions (incorporated by reference
to the Registrant’s Current Report on Form 8-K dated June 24,
2005).
|
|
10.8
|
--Form
of Incentive Stock Option Agreement between the Registrant and its
executive officers (incorporated by reference to the Registrant's
Registration Statement on Form S-1 (No. 33-45871)).
|
|
10.9
|
--Form
of Non-Qualified Stock Option Agreement between the Registrant and
its
executive officers (incorporated by reference to the Registrant's
Annual
Report on Form 10-K for the fiscal year ended June 30,
1997).
|
|
10.10
|
--Summary
of Performance Grants (incorporated by reference to the Registrant’s
Current Report on Form 8-K filed March 3, 2005).
|
|
10.11
|
--Employment
Agreement dated as of February 1, 2005 between the Registrant and
Greg
Wilson (incorporated by reference to the Registrant’s Quarterly Report on
Form 10-Q filed on February 4, 2005).
|
|
10.12
|
--Protective
Agreement dated as of February 1, 2005 between the Registrant and
Greg
Wilson (incorporated by reference to the Registrant’s Quarterly Report on
Form 10-Q filed on February 4, 2005).
|
|
10.13
|
--Employment
Agreement dated as of November 26, 2001 between the Registrant and
Kirk
Somers (incorporated by reference to the Registrant's Annual Report
on
Form 10-K for the fiscal year ended June 30, 2002).
|
|
10.14
|
--Employment
Agreement dated as of June 24, 2004 between the Registrant and Warren
Neuburger (incorporated by reference to the Registrant’s Annual Report on
Form 10-K for the fiscal year ended June 30, 2004).
|
|
10.15
|
--Video-on-demand
Purchase Agreement, dated March 29, 2001, by and between Concurrent
Computer Corporation and Comcast Cable Communications of Pennsylvania,
Inc. (portions of the exhibit have been omitted pursuant to a request
for
confidential treatment) (incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31,
2001).
|
10.16
|
--Amended
and Restated Employment Agreement dated as of August 8, 2006 between
the
Registrant and T. Gary Trimm and adjustment to executive officers’
salaries (incorporated by reference to the Registrant's Current Report
on
Form 8-K filed on August 10, 2006).
|
|
10.17
|
-- Entry
into a Material Definitive Agreement between the Registrant and Silicon
Valley Bank in the form of a Forbearance to Loan and Security Agreement
(incorporated by reference to the Registrant’s Current Report on Form 8-K
filed on August 14, 2006).
|
|
10.18
|
-- Entry
into a Material Definitive Agreement between the Registrant and Silicon
Valley Bank in the form of a Waiver and Third Loan Modification Agreement
(incorporated by reference to the Registrant’s Current Report on Form 8-K
filed on August 31, 2006).
|
|
10.19
|
--Amended
and Restated Loan and Security Agreement (incorporated by reference
to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended December
31, 2006).
|
|
10.20
|
--Consulting
Services Agreement among the Company, TechCFO and Emory Berry
(incorporated by reference to the Registrant’s Current Report on Form 8-K
filed on March 9, 2007).
|
|
10.21
|
--Indemnification
Agreement between the Company and Emory Berry (incorporated by reference
to the Registrant’s Current Report on Form 8-K filed on March 9,
2007).
|
|
10.22
|
--Form
of Securities Purchase Agreement by and among Concurrent Computer
Corporation and the purchasers set forth on the signature pages thereto
(filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
dated May 15, 2007 and incorporated herein by
reference).
|
|
14.1
|
--Code
of Ethics for Senior Executives & Financial Officers (incorporated by
reference to the Registrant’s Proxy for the fiscal year ended June 30,
2003).
|
|
21.1*
|
--List
of Subsidiaries.
|
|
23.1*
|
--Consent
of Deloitte & Touche LLP.
|
|
31.1*
|
--Certification
of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
31.2*
|
--Certification
of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
32.1*
|
--Certification
of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2*
|
--Certification
of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
·
|
Pertain
to the maintenance of records that in reasonable detail accurately
and
fairly reflect the transactions and dispositions of the assets of
Concurrent;
|
|
·
|
Provide
reasonable assurance that transactions are recorded as necessary
to permit
preparation of financial statements in accordance with generally
accepted
accounting principles, and that receipts and expenditures of Concurrent
are being made only in accordance with authorizations of management
and
directors of Concurrent; and
|
|
·
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of Concurrent’s assets that
could have a material effect on the financial
statements.
|
/s/
T. Gary Trimm
|
/s/
Emory O. Berry
|
|
T.
Gary Trimm
|
Emory
O. Berry
|
|
President and Chief Executive Officer | Chief Financial Officer |
June
30,
|
||||||||
2007
|
2006
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ |
20,416
|
$ |
14,423
|
||||
Accounts
receivable, less allowance for doubtful accounts of $96 at June 30,
2007
and $380 at June 30, 2006
|
20,987
|
15,111
|
||||||
Inventories,
net
|
3,457
|
6,164
|
||||||
Prepaid
expenses and other current assets
|
934
|
1,578
|
||||||
Total
current assets
|
45,794
|
37,276
|
||||||
Property,
plant and equipment, net
|
4,303
|
6,015
|
||||||
Intangible
- purchased technology, net
|
4,996
|
5,911
|
||||||
Intangible
- customer relationships and trademark, net
|
2,703
|
2,876
|
||||||
Goodwill
|
15,560
|
15,560
|
||||||
Other
long-term assets, net
|
777
|
1,120
|
||||||
Total
assets
|
$ |
74,133
|
$ |
68,758
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ |
15,566
|
$ |
11,581
|
||||
Notes
payable to bank, current portion
|
-
|
1,034
|
||||||
Deferred
revenue
|
7,996
|
7,277
|
||||||
Total
current liabilities
|
23,562
|
19,892
|
||||||
Long-term
liabilities:
|
||||||||
Deferred
revenue
|
1,053
|
1,602
|
||||||
Revolving
bank line of credit
|
1,077
|
-
|
||||||
Notes
payable to bank, less current portion
|
-
|
549
|
||||||
Pension
liability
|
1,190
|
2,290
|
||||||
Other
|
656
|
651
|
||||||
Total
liabilities
|
27,538
|
24,984
|
||||||
Commitments
and contingencies (Note 18)
|
||||||||
Stockholders'
equity:
|
||||||||
Shares
of series preferred stock, par value $.01; 25,000,000 authorized;
none
issued
|
-
|
-
|
||||||
Shares
of class A preferred stock, par value $100; 20,000 authorized; none
issued
|
-
|
-
|
||||||
Shares
of Series A participating cumulative preferred stock, par value
$0.01;300,000 authorized; none issued
|
-
|
-
|
||||||
Shares
of common stock, par value $.01; 100,000,000 authorized;82,940,528
and
71,530,763 issued and outstanding at June 30, 2007and 2006,
respectively
|
829
|
716
|
||||||
Capital
in excess of par value
|
202,819
|
189,409
|
||||||
Accumulated
deficit
|
(157,971 | ) | (145,800 | ) | ||||
Treasury
stock, at cost; 1,845 and 3,971 shares at June 30, 2007 and 2006,
respectively
|
(3 | ) | (13 | ) | ||||
Accumulated
other comprehensive income (loss)
|
921
|
(538 | ) | |||||
Total
stockholders' equity
|
46,595
|
43,774
|
||||||
Total
liabilities and stockholders' equity
|
$ |
74,133
|
$ |
68,758
|
Year
Ended June 30,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Revenues:
|
||||||||||||
Product
|
$ |
46,549
|
$ |
49,592
|
$ |
57,070
|
||||||
Service
|
22,600
|
22,020
|
21,615
|
|||||||||
Total
revenues
|
69,149
|
71,612
|
78,685
|
|||||||||
Cost
of sales:
|
||||||||||||
Product
|
25,982
|
25,010
|
27,053
|
|||||||||
Service
|
10,806
|
11,233
|
12,856
|
|||||||||
Total
cost of sales
|
36,788
|
36,243
|
39,909
|
|||||||||
Gross
margin
|
32,361
|
35,369
|
38,776
|
|||||||||
Operating
expenses:
|
||||||||||||
Sales
and marketing
|
16,366
|
16,576
|
17,785
|
|||||||||
Research
and development
|
17,616
|
18,783
|
18,748
|
|||||||||
General
and administrative
|
10,172
|
9,590
|
9,717
|
|||||||||
Restructuring
charge
|
-
|
-
|
(17 | ) | ||||||||
Total
operating expenses
|
44,154
|
44,949
|
46,233
|
|||||||||
Operating
loss
|
(11,793 | ) | (9,580 | ) | (7,457 | ) | ||||||
Recovery
(impairment loss) of minority investment
|
-
|
-
|
(313 | ) | ||||||||
Interest
income
|
423
|
467
|
403
|
|||||||||
Interest
expense
|
(365 | ) | (235 | ) | (163 | ) | ||||||
Other
income (expense), net
|
22
|
517
|
(471 | ) | ||||||||
Loss
before income taxes
|
(11,713 | ) | (8,831 | ) | (8,001 | ) | ||||||
Provision
(benefit) for income taxes
|
458
|
191
|
(272 | ) | ||||||||
Loss
before cumulative effect of accounting change
|
(12,171 | ) | (9,022 | ) | (7,729 | ) | ||||||
Cumulative
effect of accounting change (net of income taxes)
|
-
|
(323 | ) |
-
|
||||||||
Net
loss
|
$ | (12,171 | ) | $ | (9,345 | ) | $ | (7,729 | ) | |||
Net
loss per share
|
||||||||||||
Basic
|
$ | (0.17 | ) | $ | (0.14 | ) | $ | (0.12 | ) | |||
Diluted
|
$ | (0.17 | ) | $ | (0.14 | ) | $ | (0.12 | ) |
Accumulated
|
||||||||||||||||||||||||||||||||||||
Common
Stock
|
Capital In
|
Other
|
||||||||||||||||||||||||||||||||||
Par
|
Excess Of
|
Accumulated
|
Unearned
|
Comprehensive
|
Treasury Stock
|
|||||||||||||||||||||||||||||||
Shares
|
Value
|
Par Value
|
Deficit
|
Compensation
|
Income (Loss)
|
Shares
|
Cost
|
Total
|
||||||||||||||||||||||||||||
Balance
at June 30, 2004
|
62,817,029
|
$ |
628
|
$ |
174,338
|
$ | (128,712 | ) | $ | (351 | ) | $ | (135 | ) | (19,323 | ) | $ | (42 | ) | $ |
45,726
|
|||||||||||||||
Sale
of common stock under stock plans
|
116,105
|
1
|
57
|
58
|
||||||||||||||||||||||||||||||||
Issuance
of restricted stock
|
1,040,632
|
10
|
1,936
|
(1,946 | ) |
-
|
||||||||||||||||||||||||||||||
Retirement
of restricted stock
|
(331,120 | ) | (2 | ) | (683 | ) |
685
|
-
|
||||||||||||||||||||||||||||
Revaluation
of restricted stock
|
119
|
(119 | ) |
-
|
||||||||||||||||||||||||||||||||
Amortization
of unearned compensation
|
169
|
169
|
||||||||||||||||||||||||||||||||||
Acquisition
of treasury stock
|
(2,946 | ) | (5 | ) | (5 | ) | ||||||||||||||||||||||||||||||
Disposition
of treasury stock
|
2
|
(14 | ) |
22,269
|
47
|
35
|
||||||||||||||||||||||||||||||
Other
comprehensive income (loss):
|
||||||||||||||||||||||||||||||||||||
Net
loss
|
(7,729 | ) | (7,729 | ) | ||||||||||||||||||||||||||||||||
Foreign
currency translation adjustment
|
200
|
200
|
||||||||||||||||||||||||||||||||||
Minimum
pension liability adjustment
|
(101 | ) | (101 | ) | ||||||||||||||||||||||||||||||||
Total
comprehensive loss
|
(7,630 | ) | ||||||||||||||||||||||||||||||||||
Balance
at June 30, 2005
|
63,642,646
|
637
|
175,769
|
(136,455 | ) | (1,562 | ) | (36 | ) |
-
|
-
|
38,353
|
||||||||||||||||||||||||
Sale
of common stock under stock plans
|
165,827
|
2
|
345
|
347
|
||||||||||||||||||||||||||||||||
Issuance
of common stock
|
5,000
|
10
|
10
|
|||||||||||||||||||||||||||||||||
Issuance
of restricted stock
|
132,999
|
1
|
1
|
|||||||||||||||||||||||||||||||||
Elimination
of unearned compensation (SFAS 123(R))
|
(872,486 | ) | (9 | ) | (1,553 | ) |
1,562
|
-
|
||||||||||||||||||||||||||||
Everstream
acquisition
|
8,456,777
|
85
|
14,292
|
14,377
|
||||||||||||||||||||||||||||||||
Share-based
compensation expense
|
528
|
528
|
||||||||||||||||||||||||||||||||||
Acquisition
of treasury stock
|
(21,192 | ) | (34 | ) | (34 | ) | ||||||||||||||||||||||||||||||
Disposition
of treasury stock
|
18
|
17,221
|
21
|
39
|
||||||||||||||||||||||||||||||||
Other
comprehensive income (loss):
|
||||||||||||||||||||||||||||||||||||
Net
loss
|
(9,345 | ) | (9,345 | ) | ||||||||||||||||||||||||||||||||
Foreign
currency translation adjustment
|
(49 | ) | (49 | ) | ||||||||||||||||||||||||||||||||
Minimum
pension liability adjustment
|
(453 | ) | (453 | ) | ||||||||||||||||||||||||||||||||
Total
comprehensive loss
|
(9,847 | ) | ||||||||||||||||||||||||||||||||||
Balance
at June 30, 2006
|
71,530,763
|
$ |
716
|
$ |
189,409
|
$ | (145,800 | ) | $ |
0
|
$ | (538 | ) | (3,971 | ) | $ | (13 | ) | $ |
43,774
|
||||||||||||||||
Sale
of common stock under stock plans
|
35,424
|
12
|
12
|
|||||||||||||||||||||||||||||||||
Issuance
of common stock related to private placement
|
11,200,000
|
112
|
12,488
|
12,600
|
||||||||||||||||||||||||||||||||
Issuance
of restricted stock
|
174,341
|
1
|
1
|
|||||||||||||||||||||||||||||||||
Share-based
compensation expense
|
915
|
915
|
||||||||||||||||||||||||||||||||||
Acquisition
of treasury stock
|
(19,098 | ) | (33 | ) | (33 | ) | ||||||||||||||||||||||||||||||
Disposition
of treasury stock
|
(5 | ) |
21,224
|
43
|
38
|
|||||||||||||||||||||||||||||||
Other
comprehensive income (loss):
|
||||||||||||||||||||||||||||||||||||
Net
loss
|
(12,171 | ) | (12,171 | ) | ||||||||||||||||||||||||||||||||
Foreign
currency translation adjustment
|
249
|
249
|
||||||||||||||||||||||||||||||||||
Minimum
pension liability adjustment
|
598
|
598
|
||||||||||||||||||||||||||||||||||
Total
comprehensive loss
|
(11,324 | ) | ||||||||||||||||||||||||||||||||||
Adjustment
to initially apply SFAS 158, net of tax
|
612
|
612
|
||||||||||||||||||||||||||||||||||
Balance
at June 30, 2007
|
82,940,528
|
$ |
829
|
$ |
202,819
|
$ | (157,971 | ) | $ |
0
|
$ |
921
|
(1,845 | ) | $ | (3 | ) | $ |
46,595
|
Year
Ended June 30,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Cash
flows provided by (used in) operating activities:
|
||||||||||||
Net
loss
|
$ | (12,171 | ) | $ | (9,345 | ) | $ | (7,729 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Depreciation
and amortization
|
5,355
|
5,163
|
5,259
|
|||||||||
Share-based
compensation
|
915
|
528
|
169
|
|||||||||
Non-cash
accretion expense
|
23
|
323
|
-
|
|||||||||
Provision
for (reversal of) bad debts
|
(188 | ) |
184
|
-
|
||||||||
Impairment
loss on minority investment
|
-
|
-
|
313
|
|||||||||
Provision
for inventory reserves
|
496
|
-
|
11
|
|||||||||
Other
non-cash expenses, net
|
110
|
166
|
376
|
|||||||||
Decrease
(increase) in assets:
|
||||||||||||
Accounts
receivable, net
|
(5,688 | ) |
2,081
|
(6,385 | ) | |||||||
Inventories,
net
|
2,211
|
(1,061 | ) |
4,535
|
||||||||
Prepaid
expenses and other current assets, net
|
498
|
(704 | ) |
73
|
||||||||
Other
long-term assets, net
|
297
|
262
|
341
|
|||||||||
Increase
(decrease) in liabilities:
|
||||||||||||
Accounts
payable and accrued expenses, net
|
3,961
|
(1,399 | ) | (14 | ) | |||||||
Deferred
revenue
|
170
|
(341 | ) | (5,744 | ) | |||||||
Long-term
liabilities, net
|
115
|
174
|
255
|
|||||||||
Net
cash used in operating activities
|
(3,896 | ) | (3,969 | ) | (8,540 | ) | ||||||
Cash
flows provided by (used in) investing activities:
|
||||||||||||
Additions
to property and equipment
|
(2,525 | ) | (1,912 | ) | (2,031 | ) | ||||||
Cash
received from acquisition of Everstream
|
-
|
1,159
|
-
|
|||||||||
Net
cash used in investing activities
|
(2,525 | ) | (753 | ) | (2,031 | ) | ||||||
Cash
flows provided by (used in) financing activities:
|
||||||||||||
Proceeds
from sale and issuance of common stock, net
|
12,613
|
357
|
58
|
|||||||||
Proceeds
from revolving bank line of credit
|
1,077
|
-
|
-
|
|||||||||
Repayment
of note payable to bank
|
(1,583 | ) | (954 | ) | (463 | ) | ||||||
Proceeds
from note payable to bank, net of issuance expenses
|
-
|
-
|
2,930
|
|||||||||
Proceeds
from short term note payable
|
690
|
-
|
-
|
|||||||||
Repayment
of short term not payable
|
(690 | ) |
-
|
-
|
||||||||
Repayment
of capital lease obligation
|
-
|
-
|
(49 | ) | ||||||||
Sale
(purchase) of treasury stock, net
|
5
|
5
|
30
|
|||||||||
Net
cash provided by (used in) financing activities
|
12,112
|
(592 | ) |
2,506
|
||||||||
Effect
of exchange rates on cash and cash equivalents
|
302
|
(143 | ) |
17
|
||||||||
Decrease
in cash and cash equivalents
|
5,993
|
(5,457 | ) | (8,048 | ) | |||||||
Cash
and cash equivalents - beginning of year
|
14,423
|
19,880
|
27,928
|
|||||||||
Cash
and cash equivalents - end of year
|
$ |
20,416
|
$ |
14,423
|
$ |
19,880
|
||||||
Cash
paid during the period for:
|
||||||||||||
Interest
|
$ |
227
|
$ |
206
|
$ |
64
|
||||||
Income
taxes (net of refunds)
|
$ |
150
|
$ |
64
|
$ |
327
|
||||||
Non-cash
investing/financing activities:
|
||||||||||||
Non-cash
consideration for acquisition
|
$ |
-
|
$ |
14,375
|
$ |
-
|
1.
|
Overview
of the Business
|
2.
|
Summary
of Significant Accounting
Policies
|
Year
Ended June 30,
|
||||||||||||
(Dollars
and share data in thousands, except per share
amounts)
|
2007
|
2006
|
2005
|
|||||||||
Basic
and diluted EPS calculation:
|
||||||||||||
Net
loss
|
$ | (12,171 | ) | $ | (9,345 | ) | $ | (7,729 | ) | |||
Basic
weighted average number of shares outstanding
|
72,964
|
68,988
|
62,737
|
|||||||||
Effect
of dilutive securities:
|
||||||||||||
Employee
stock options
|
-
|
-
|
-
|
|||||||||
Diluted
weighted average number of shares outstanding
|
72,964
|
68,988
|
62,737
|
|||||||||
Basic
EPS
|
$ | (0.17 | ) | $ | (0.14 | ) | $ | (0.12 | ) | |||
Diluted
EPS
|
$ | (0.17 | ) | $ | (0.14 | ) | $ | (0.12 | ) |
3.
|
New
Accounting Pronouncements
|
4.
|
Inventories
|
June
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Raw
materials, net
|
$ |
2,054
|
$ |
4,405
|
||||
Work-in-process
|
935
|
852
|
||||||
Finished
goods
|
468
|
907
|
||||||
$ |
3,457
|
$ |
6,164
|
5.
|
Property,
Plant and Equipment
|
June
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Leasehold
improvements
|
$ |
3,184
|
$ |
3,231
|
||||
Machinery,
equipment and customer support spares
|
14,229
|
13,833
|
||||||
17,413
|
17,064
|
|||||||
Less:
Accumulated depreciation
|
(13,110 | ) | (11,049 | ) | ||||
$ |
4,303
|
$ |
6,015
|
6.
|
Acquisition
of Everstream
|
Fair
value of Concurrent stock issued to Everstream
|
$ |
14,375
|
||
Direct
costs of acquisition
|
680
|
|||
Purchase
price
|
15,055
|
|||
Historical
book values of Everstream assets and liabilities
|
(2,531 | ) | ||
Additional
fair value of intangible assets acquired
|
(7,848 | ) | ||
Carrying
value of previous investment in Everstream
|
140
|
|||
Goodwill
|
$ |
4,816
|
Estimated
Fair Value
|
Estimated
Useful
Life
|
||||
Identifiable
intangible assets:
|
|||||
Developed
Technologies
|
$ |
5,800
|
8
years
|
||
Customer
Base
|
1,900
|
11
years
|
|||
Trademarks
– indefinite lived
|
1,100
|
Indefinite
|
|||
Total
|
$ |
8,800
|
Year
ended June 30,
|
||||||||
2006
|
2005
|
|||||||
Pro
forma revenue
|
$ |
72,664
|
$ |
83,817
|
||||
Pro
forma net loss
|
$ | (9,926 | ) | $ | (6,564 | ) | ||
Pro
forma loss per share:
|
||||||||
Basic
|
$ | (0.14 | ) | $ | (0.09 | ) | ||
Diluted
|
$ | (0.14 | ) | $ | (0.09 | ) | ||
Weighted
average shares outstanding:
|
||||||||
Basic
|
71,351
|
71,194
|
||||||
Diluted
|
71,351
|
71,194
|
7.
|
Goodwill
and Other Intangibles
|
June
30,
2007
|
June
30,
2006
|
|||||||
Cost
of amortizable intangibles:
|
||||||||
Purchased
technology
|
$ |
7,700
|
$ |
7,700
|
||||
Customer
relationships
|
1,900
|
1,900
|
||||||
Total
cost of intangibles
|
9,600
|
9,600
|
||||||
Less
accumulated amortization:
|
||||||||
Purchased
technology
|
(2,704 | ) | (1,789 | ) | ||||
Customer
relationships
|
(297 | ) | (124 | ) | ||||
Total
accumulated amortization
|
(3,001 | ) | (1,913 | ) | ||||
Trademark
|
1,100
|
1,100
|
||||||
Total
intangible assets, net
|
$ |
7,699
|
$ |
8,787
|
Fiscal
year:
|
||||
2008
|
$ |
1,088
|
||
2009
|
1,088
|
|||
2010
|
961
|
|||
2011
|
898
|
|||
2012
|
898
|
|||
$ |
4,933
|
8.
|
Accounts
Payable and Accrued
Expenses
|
June
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Accounts
payable, trade
|
$ |
7,955
|
$ |
5,400
|
||||
Accrued
payroll, vacation and other employee expenses
|
4,679
|
4,015
|
||||||
Warranty
accrual
|
343
|
376
|
||||||
Other
accrued expenses
|
2,589
|
1,790
|
||||||
$ |
15,566
|
$ |
11,581
|
Balance
at June 30, 2006
|
$ |
376
|
||
Charged
to costs and expenses
|
192
|
|||
Deductions
against accrual
|
(225 | ) | ||
Balance
at June 30, 2007
|
$ |
343
|
9.
|
Income
Taxes
|
Year
ended June 30,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(Dollars
in thousands)
|
||||||||||||
United
States
|
$ | (10,507 | ) | $ | (8,298 | ) | $ | (5,598 | ) | |||
Foreign
|
(1,206 | ) | (533 | ) | (2,403 | ) | ||||||
$ | (11,713 | ) | $ | (8,831 | ) | $ | (8,001 | ) |
Year
ended June 30,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(Dollars
in thousands)
|
||||||||||||
Current:
|
||||||||||||
Federal
|
$ |
-
|
$ |
-
|
$ | (264 | ) | |||||
State
|
18
|
12
|
34
|
|||||||||
Foreign
(credit)
|
212
|
114
|
(22 | ) | ||||||||
230
|
126
|
(252 | ) | |||||||||
Deferred:
|
||||||||||||
Federal
|
-
|
-
|
-
|
|||||||||
Foreign
|
228
|
65
|
(20 | ) | ||||||||
228
|
65
|
(20 | ) | |||||||||
Total
|
$ |
458
|
$ |
191
|
$ | (272 | ) |
Year
ended June 30,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(Dollars
in thousands)
|
||||||||||||
Loss
before provision for income taxes
|
$ | (11,713 | ) | $ | (8,831 | ) | $ | (8,001 | ) | |||
Benefit
at Federal statutory rate
|
(3,982 | ) | (3,003 | ) | (2,720 | ) | ||||||
Change
in valuation allowance
|
1,178
|
(10,403 | ) | (8,838 | ) | |||||||
Valuation
allowance recorded on acquisition
|
-
|
704
|
-
|
|||||||||
Dividend
from subsidiary
|
428
|
-
|
1,201
|
|||||||||
Permanent
differences
|
342
|
191
|
291
|
|||||||||
Net
operating loss expiration
|
2,674
|
14,425
|
7,429
|
|||||||||
Change
in state tax rates
|
-
|
(1,462 | ) |
1,739
|
||||||||
Release
of tax contingency reserves
|
-
|
-
|
(264 | ) | ||||||||
Foreign,
net
|
104
|
(90 | ) |
775
|
||||||||
Other
|
(286 | ) | (171 | ) |
115
|
|||||||
Provision
for income taxes
|
$ |
458
|
$ |
191
|
$ | (272 | ) |
June
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Deferred
tax assets related to:
|
||||||||
U.S.
and foreign net operating loss carryforwards
|
$ |
62,738
|
$ |
62,044
|
||||
Book
and tax basis differences for property and equipment
|
1,180
|
843
|
||||||
Bad
debt, warranty and inventory reserves
|
1,205
|
1,159
|
||||||
Accrued
compensation
|
1,258
|
1,215
|
||||||
Impairment
loss on minority investments
|
3,551
|
3,702
|
||||||
Deferred
revenue
|
545
|
1,042
|
||||||
Stock
warrants
|
-
|
685
|
||||||
Research
and development tax credit
|
254
|
254
|
||||||
Other
|
1,206
|
353
|
||||||
Total
gross deferred tax assets
|
71,937
|
71,297
|
||||||
Valuation
allowance
|
(69,157 | ) | (67,978 | ) | ||||
Total
deferred tax asset
|
2,780
|
3,319
|
||||||
Deferred
tax liabilities related to:
|
||||||||
Acquired
intangibles
|
2,780
|
3,127
|
||||||
Property
and equipment/other
|
-
|
-
|
||||||
Total
gross deferred tax liability
|
2,780
|
3,127
|
||||||
Deferred
income taxes, net
|
$ |
-
|
$ |
192
|
2007
|
2006
|
2005
|
||||||||||
(Dollars
in Thousands)
|
||||||||||||
Matching
contribution
|
$ |
439
|
$ |
498
|
$ |
830
|
Balances
|
Balances
|
|||||||||||
Before
|
After
|
|||||||||||
Adoption
of
|
Adoption
of
|
|||||||||||
SFAS
No. 158
|
Adjustments
|
SFAS
No. 158
|
||||||||||
(Dollars
in Thousands)
|
||||||||||||
Balance
Sheet Caption
|
||||||||||||
Accounts
payable and accrued expenses
|
$ |
-
|
$ |
24
|
$ |
24
|
||||||
Pension
liability
|
1,826
|
(636 | ) |
1,190
|
||||||||
Accumulated
other comprehensive income (loss)
|
(8 | ) |
612
|
604
|
||||||||
Total
liabilities and stockholders' equity
|
$ |
1,818
|
$ |
-
|
$ |
1,818
|
Reconciliation
of Funded Status
|
||||||||
June
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Change
in benefit obligation:
|
||||||||
Benefit
obligation at beginning of year
|
$ |
4,866
|
$ |
4,156
|
||||
Service
cost
|
31
|
29
|
||||||
Interest
cost
|
233
|
186
|
||||||
Actuarial
loss (gain)
|
(1,341 | ) |
388
|
|||||
Foreign
currency exchange rate change
|
285
|
238
|
||||||
Benefits
paid
|
(165 | ) | (131 | ) | ||||
Benefit
obligation at end of year
|
$ |
3,909
|
$ |
4,866
|
||||
Change
in plan assets:
|
||||||||
Fair
value of plan assets at beginning of year
|
$ |
2,534
|
$ |
2,395
|
||||
Actual
return on plan assets
|
84
|
45
|
||||||
Employer
contributions
|
68
|
62
|
||||||
Benefits
paid
|
(139 | ) | (105 | ) | ||||
Foreign
currency exchange rate change
|
148
|
137
|
||||||
Fair
value of plan assets at end of year
|
$ |
2,695
|
$ |
2,534
|
||||
Funded
status at end of year
|
$ | (1,214 | ) | $ | (2,332 | ) | ||
Unrecognized
actuarial (gain) loss
|
NA
|
648
|
||||||
Unrecognized
net transition cost
|
NA
|
102
|
||||||
Net
amount recognized
|
$ | (1,214 | ) | $ | (1,582 | ) |
June
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Pension
liability - current liabilities
|
$ | (24 | ) | $ |
-
|
|||
Pension
liability - non-current liabilities
|
(1,190 | ) | (2,290 | ) | ||||
Intangible
asset
|
NA
|
102
|
||||||
Minimum
pension liability
|
NA
|
606
|
||||||
$ | (1,214 | ) | $ | (1,582 | ) |
Net
(gain) loss
|
$ | (677 | ) | |
Net
transition cost
|
73
|
|||
$ | (604 | ) |
June
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Projected
benefit obligation
|
$ |
3,909
|
$ |
4,866
|
||||
Accumulated
benefit obligation
|
3,886
|
4,824
|
||||||
Fair
value of plan assets
|
2,695
|
2,534
|
Year
ended June 30,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(Dollars
in thousands)
|
||||||||||||
Net
Periodic Benefit Cost
|
||||||||||||
Service
cost
|
$ |
31
|
$ |
29
|
$ |
25
|
||||||
Interest
cost
|
233
|
186
|
205
|
|||||||||
Expected
return on plan assets
|
(108 | ) | (84 | ) | (88 | ) | ||||||
Amortization
of unrecognized net transition obligation (asset)
|
33
|
25
|
32
|
|||||||||
Recognized
actuarial loss
|
43
|
-
|
3
|
|||||||||
Net
periodic benefit cost
|
232
|
156
|
177
|
|||||||||
Other
Changes in Plan Assets and Benefit Obligations Recognized in Other
Comprehensive (Income) Loss
|
||||||||||||
Net
loss (gain)
|
$ | (677 | ) | |||||||||
Prior
service cost (credit)
|
-
|
|||||||||||
Amortization
of prior service cost
|
73
|
|||||||||||
Minimum
pension liability
|
(598 | ) |
453
|
101
|
||||||||
Total
recognized in other comprehensive (income) loss
|
(1,202 | ) |
453
|
101
|
||||||||
Total
recognized in net periodic benefit cost and other comprehensive (income)
loss
|
$ | (970 | ) | $ |
609
|
$ |
278
|
June
30,
|
||||||||
2007
|
2006
|
|||||||
Discount
rate
|
5.10 | % | 4.70 | % | ||||
Compensation
increase rate
|
2.00 | % | 2.50 | % |
Year
Ended June 30,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Discount
rate
|
4.70 | % | 4.50 | % | 5.35 | % | ||||||
Expected
return on plan assets
|
4.20 | % | 3.50 | % | 3.50 | % | ||||||
Compensation
increase rate
|
2.50 | % | 2.50 | % | 2.50 | % |
Plan
Assets at June 30,
|
||||||||||||||||
2007
|
2006
|
|||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||
Asset
Category
|
$
|
%
|
$
|
%
|
||||||||||||
Equity
securities
|
2,695
|
100 | % |
2,534
|
100 | % |
Pension
Benefits
|
||||
2008
|
$ |
153
|
||
2009
|
172
|
|||
2010
|
180
|
|||
2011
|
206
|
|||
2012
|
233
|
|||
Years
2013 and thereafter
|
$ |
1,333
|
11.
|
Geographic
Information
|
Year
ended June 30,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
United
States
|
$ |
50,915
|
$ |
52,374
|
$ |
55,843
|
||||||
Japan
|
8,606
|
6,646
|
10,562
|
|||||||||
Other
Asia Pacific countries
|
1,801
|
2,539
|
3,394
|
|||||||||
Asia
Pacific
|
10,407
|
9,185
|
13,956
|
|||||||||
Europe
|
7,827
|
10,053
|
8,575
|
|||||||||
Other
international
|
-
|
-
|
311
|
|||||||||
Total
revenue
|
$ |
69,149
|
$ |
71,612
|
$ |
78,685
|
June
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Long
lived assets:
|
||||||||
United
States
|
$ |
26,598
|
$ |
29,300
|
||||
Europe
|
739
|
1,093
|
||||||
Japan
|
869
|
735
|
||||||
Asia/Pacific
|
133
|
354
|
||||||
Total
|
$ |
28,339
|
$ |
31,482
|
12.
|
Share-Based
Compensation
|
Year
Ended
June
30,
2005
|
||||
Net
loss as reported
|
$ | (7,729 | ) | |
Add:
employee share-based compensation included in reported net
loss
|
169
|
|||
Less:
employee share-based compensation under SFAS No. 123
|
(8,688 | ) | ||
Pro
forma net loss
|
$ | (16,248 | ) | |
Net
loss per share:
|
||||
Basic
and diluted net loss per share - as reported
|
$ | (0.12 | ) | |
Basic
and diluted net loss per share - pro forma
|
$ | (0.26 | ) |
Year
Ended June 30,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Share-based
compensation expense included in the Statement
of Operations:
|
||||||||||||
Cost
of sales
|
$ |
28
|
$ |
20
|
$ |
13
|
||||||
Sales
and marketing
|
145
|
82
|
48
|
|||||||||
Research
and development
|
270
|
80
|
33
|
|||||||||
General
and administrative
|
472
|
346
|
75
|
|||||||||
Total
|
915
|
528
|
169
|
|||||||||
Tax
benefit
|
-
|
-
|
-
|
|||||||||
Share-based
compensation expense, net of taxes
|
$ |
915
|
$ |
528
|
$ |
169
|
||||||
Increase
in basic and diluted loss per share
|
$ |
0.01
|
$ |
0.01
|
$ |
0.00
|
2007
|
2006
|
2005
|
||||||||||
Risk-free
interest rate
|
4.6%-5.0%
|
4.4%-5.2%
|
3.6%-3.9%
|
|||||||||
Expected
volatility
|
78.0%-92.0%
|
79.0%-83.0%
|
87.0%-105.0%
|
|||||||||
Weighted-average
volatility
|
90.3%
|
81.1%
|
87.3%
|
|||||||||
Expected
term (in years)
|
6
|
6
|
4-6
|
|||||||||
Expected
dividend yield
|
0.0%
|
0.0%
|
0.0%
|
Weighted-
|
||||||||||||||||
Weighted-
|
Average
|
|||||||||||||||
Average
|
Remaining
|
Aggregate
|
||||||||||||||
Exercise
|
Contractual
|
Intrinsic
|
||||||||||||||
Options
|
Shares
|
Price
|
Term
(In Years)
|
Value
|
||||||||||||
Outstanding
as of July 1, 2006
|
6,127,624
|
$ |
4.78
|
|||||||||||||
Granted
|
1,934,442
|
1.39
|
||||||||||||||
Exercised
|
(33,924 | ) |
0.37
|
|||||||||||||
Forfeited
or expired
|
(1,975,067 | ) |
2.99
|
|||||||||||||
Outstanding
as of June 30, 2007
|
6,053,075
|
4.31
|
5.76
|
$ |
752,876
|
|||||||||||
Vested
or expected to vest at June 30, 2007
|
5,814,835
|
4.43
|
0.34
|
$ |
665,635
|
|||||||||||
Exercisable
at June 30, 2007
|
4,382,244
|
5.41
|
4.58
|
$ |
125,611
|
Outstanding
Options
|
Options
Exercisable
|
|||||||||||||||||||||||
Weighted
|
||||||||||||||||||||||||
Average
|
Weighted
|
Weighted
|
||||||||||||||||||||||
Range
of
|
Remaining
|
Average
|
Average
|
|||||||||||||||||||||
Exercise
|
Contractual
|
Exercise
|
Exercise
|
|||||||||||||||||||||
Prices
|
Life
(In Years)
|
June
30, 2007
|
Price
|
June
30, 2007
|
Price
|
|||||||||||||||||||
$ |
1.35
- $ 1.42
|
8.35
|
1,666,495
|
$ |
1.37
|
278,164
|
$ |
1.41
|
||||||||||||||||
$ |
1.52
- $ 2.13
|
7.50
|
765,677
|
1.83
|
483,177
|
1.92
|
||||||||||||||||||
$ |
2.15
- $ 2.15
|
4.35
|
1,395,066
|
2.15
|
1,395,066
|
2.15
|
||||||||||||||||||
$ |
2.21
- $11.05
|
4.61
|
1,410,837
|
6.13
|
1,410,837
|
6.13
|
||||||||||||||||||
$ |
11.06
- $19.63
|
3.22
|
815,000
|
13.18
|
815,000
|
|
13.18
|
|||||||||||||||||
$ |
1.35
- $19.63
|
5.76
|
6,053,075
|
4.31
|
4,382,244
|
5.41
|
Weighted-
|
||||||||
Average
|
||||||||
Grant-Date
|
||||||||
Non-vested
Shares
|
Shares
|
Fair-Value
|
||||||
Non-vested
at July 1, 2006
|
714,656
|
$ |
1.92
|
|||||
Granted
|
91,098
|
1.49
|
||||||
Vested
|
(100,871 | ) |
1.89
|
|||||
Forfeited
|
(317,584 | ) |
1.84
|
|||||
Non-vested
at June 30, 2007
|
387,299
|
$ |
1.92
|
13.
|
Private
Placement
|
14.
|
Term
Loan and Revolving Credit
Facility
|
June
30,
2007
|
June
30,
2006
|
|||||||
Current
portion of note payable to bank
|
$ |
-
|
$ |
1,034
|
||||
Total
current bank debt
|
-
|
1,034
|
||||||
Revolving
bank line of credit
|
1,077
|
-
|
||||||
Note
payable to bank
|
-
|
1,583
|
||||||
Less
current portion
|
-
|
(1,034 | ) | |||||
Total
long-term bank debt
|
1,077
|
549
|
||||||
Total
bank debt
|
$ |
1,077
|
$ |
1,583
|
15.
|
Rights
Plan
|
16.
|
Concentration
of Risk
|
|
Three
Months Ended
|
|||||||||||||||
|
September 30,
|
December 31,
|
March 31,
|
June 30,
|
||||||||||||
|
2006
|
2006
|
2007
|
2007
|
||||||||||||
|
(Dollars
in thousands, except per share amounts)
|
|||||||||||||||
2007
|
||||||||||||||||
|
||||||||||||||||
Net
sales
|
$ |
14,781
|
$ |
17,134
|
$ |
16,148
|
$ |
21,086
|
||||||||
Gross
margin
|
$ |
6,954
|
$ |
7,415
|
$ |
7,873
|
$ |
10,119
|
||||||||
Operating
loss
|
$ | (4,754 | ) | $ | (3,327 | ) | $ | (2,759 | ) | $ | (953 | ) | ||||
Net
loss
|
$ | (4,852 | ) | $ | (3,531 | ) | $ | (3,076 | ) | $ | (712 | ) | ||||
Net
loss per share-basic
|
$ | (0.07 | ) | $ | (0.05 | ) | $ | (0.04 | ) | $ | (0.01 | ) | ||||
Net
loss per share-diluted
|
$ | (0.07 | ) | $ | (0.05 | ) | $ | (0.04 | ) | $ | (0.01 | ) |
Three
Months Ended
|
||||||||||||||||
|
September 30,
|
December 31,
|
March 31,
|
June 30,
|
||||||||||||
|
2005
|
2005
|
2006
|
2006
|
||||||||||||
(Dollars
in thousands, except per share amounts)
|
||||||||||||||||
2006
|
|
|
||||||||||||||
Net
sales
|
$ |
16,207
|
$ |
18,856
|
$ |
20,633
|
$ |
15,916
|
||||||||
Gross
margin
|
$ |
8,094
|
$ |
9,917
|
$ |
10,233
|
$ |
7,125
|
||||||||
Operating
loss
|
$ | (2,895 | ) | $ | (1,596 | ) | $ | (1,067 | ) | $ | (4,022 | ) | ||||
Loss
before cumulative effect of accounting change
|
$ | (2,183 | ) | $ | (1,604 | ) | $ | (1,048 | ) | $ | (4,187 | ) | ||||
Cumulative
effect of accounting change (net of income tax)
|
$ |
-
|
$ |
-
|
$ |
-
|
$ | (323 | )(1) | |||||||
Net
loss
|
$ | (2,183 | ) | $ | (1,604 | ) | $ | (1,048 | ) | $ | (4,510 | )(1) | ||||
Net
loss per share-basic
|
$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.06 | )(1) | ||||
Net
loss per share-diluted
|
$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.06 | )(1) |
(1)
|
In
March 2005, the FASB issued FIN 47, which requires the recognition
of a
liability for the fair value of a legally-required conditional asset
retirement obligation when incurred, if the liability’s fair value can be
reasonably estimated. FIN 47 also clarifies when an entity
would have sufficient information to reasonably estimate the fair
value of
an asset retirement obligation. Concurrent is required to
record an asset and a corresponding liability for the present value
of the
estimated asset retirement obligation associated with the leasehold
improvements at some of its international locations. The asset
is depreciated over the life of the corresponding lease while the
liability accretes to the amount of the estimated retirement
obligation. FIN 47 is effective no later than the end of fiscal
years ending after December 15, 2005. Concurrent adopted FIN 47
on June 30, 2006, resulting in a $323,000 cumulative effect of accounting
change (net of tax) recorded in Concurrent’s results of
operations. This charge is a combination of depreciation and
accretion expense.
|
18.
|
Commitments
and Contingencies
|
2008
|
$ |
2,096
|
||
2009
|
1,441
|
|||
2010
|
662
|
|||
2011
|
530
|
|||
2012
|
395
|
|||
2013
and thereafter
|
398
|
|||
$ |
5,522
|
19.
|
Subsequent
Event
|
Description
|
Balance
at
Beginning
Of
Year
|
Charged
To
Costs
And
Expenses
|
Deductions
(a)
|
Balance
At
End
Of
Year
|
||||||||||||
Reserves
and allowances deducted from asset accounts:
|
||||||||||||||||
2007
|
||||||||||||||||
Allowance
for doubtful accounts
|
380
|
(188 | ) | (96 | ) |
96
|
||||||||||
Warranty
accrual
|
376
|
192
|
(225 | ) |
343
|
|||||||||||
2006
|
||||||||||||||||
Allowance
for doubtful accounts
|
200
|
184
|
(4 | ) |
380
|
|||||||||||
Warranty
accrual
|
702
|
95
|
(421 | ) |
376
|
|||||||||||
2005
|
||||||||||||||||
Allowance
for doubtful accounts
|
200
|
-
|
-
|
200
|
||||||||||||
Warranty
accrual
|
1,122
|
392
|
(812 | ) |
702
|
(a)
|
Charges
and adjustments to the reserve accounts for write-offs and credits
issued
during the year.
|
CONCURRENT COMPUTER CORPORATION | |||
(Registrant) | |||
By:
|
/s/
T. Gary Trimm
|
||
T.
Gary Trimm
|
|||
President
and Chief Executive Officer
|
NAME
|
TITLE
|
|
/s/
Steve G. Nussrallah
|
Chairman
of the Board and Director
|
|
Steve
G. Nussrallah
|
||
/s/
T. Gary Trimm
|
President,
Chief Executive Officer and Director
(Principal
Executive Officer)
|
|
T.
Gary Trimm
|
||
/s/
Emory O. Berry
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
|
Emory
O. Berry
|
||
/s/
Alex B. Best
|
Director
|
|
Alex
B. Best
|
||
/s/
Charles Blackmon
|
Director
|
|
Charles
Blackmon
|
||
/s/
Larry L. Enterline
|
Director
|
|
Larry
L. Enterline
|
||
/s/
C. Shelton James
|
Director
|
|
C.
Shelton James
|
Exhibit
|
Description
Of Document
|
|
3.1
|
--Restated
Certificate of Incorporation of the Registrant (incorporated by reference
to the Registrant's Registration Statement on Form S-2 (No.
33-62440)).
|
|
3.2
|
--Amended
and Restated Bylaws of the Registrant (incorporated by reference
to the
Registrant’s Quarterly Report on Form 10-Q for the period ended March 31,
2003).
|
|
3.3
|
--Certificate
of Correction to Restated Certificate of Incorporation of the Registrant
(incorporated by reference to the Registrant’s Annual Report on Form 10-K
for the fiscal year ended June 30, 2002).
|
|
3.4
|
--Amended
Certificate of Designations of Series A Participating Cumulative
Preferred
Stock (incorporated by reference to the Form 8-A/A, dated August
9,
2002).
|
|
3.5
|
--Amendment
to Amended Certificate of Designations of Series A Participating
Cumulative Preferred Stock (incorporated by reference to the Form
8-A/A,
dated August 9, 2002).
|
|
4.1
|
--Form
of Common Stock Certificate (incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the period ended March 31,
2003).
|
|
4.2
|
--Form
of Rights Certificate (incorporated by reference to the Registrant’s
Current Report on Form 8-K/A filed on August 12, 2002).
|
|
4.3
|
--Amended
and Restated Rights Agreement dated as of August 7, 2002 between
the
Registrant and American Stock Transfer & Trust Company, as Rights
Agent (incorporated by reference to the Registrant’s Current Report on
Form 8-K/A filed on August 12, 2002).
|
|
4.4
|
--Form
of Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on
Form 8-K dated
May 15, 2007 and incorporated herein by
reference)
|
|
4.5
|
--Form
of Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on
Form 8-K dated
May 15, 2007 and incorporated herein by
reference)
|
|
10.1
|
--Loan
and Security Agreement (incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q filed on February 4,
2005).
|
|
10.2
|
--Schedule
of Officers who have entered into the Form Indemnification Agreement
(incorporated by reference to the Registrant’s Quarterly report on Form
10-Q for the quarter ended December 31, 2004).
|
|
10.3
|
--1991
Restated Stock Option Plan (as amended as of October 26, 2000)
(incorporated by reference Exhibit A to the Registrant’s Proxy Statement
dated September 18, 2000).
|
|
10.4
|
--Richard
Rifenburgh Non-Qualified Stock Option Plan and Agreement (incorporated
by
reference to the Registrant’s Registration Statement on Form S-8 (No.
333-82686)).
|
|
10.5
|
--Concurrent
Computer Corporation 2001 Stock Option Plan (incorporated by reference
to
Annex II to the Registrant’s Proxy Statement dated September 19,
2001).
|
|
10.6
|
--Concurrent
Computer Corporation Amended and Restated 2001 Stock Option Plan
(incorporated by reference to the Registrant’s Registration Statement on
Form S-8 (No. 333-125974)).
|
|
10.7
|
--Form
of Option agreement with transfer restrictions (incorporated by reference
to the Registrant’s Current Report on Form 8-K dated June 24,
2005).
|
|
10.8
|
--Form
of Incentive Stock Option Agreement between the Registrant and its
executive officers (incorporated by reference to the Registrant's
Registration Statement on Form S-1 (No. 33-45871)).
|
|
10.9
|
--Form
of Non-Qualified Stock Option Agreement between the Registrant and
its
executive officers (incorporated by reference to the Registrant's
Annual
Report on Form 10-K for the fiscal year ended June 30,
1997).
|
10.10
|
--Summary
of Performance Grants (incorporated by reference to the Registrant’s
Current Report on Form 8-K filed March 3, 2005).
|
|
10.11
|
--Employment
Agreement dated as of February 1, 2005 between the Registrant and
Greg
Wilson (incorporated by reference to the Registrant’s Quarterly Report on
Form 10-Q filed on February 4, 2005).
|
|
10.12
|
--Protective
Agreement dated as of February 1, 2005 between the Registrant and
Greg
Wilson (incorporated by reference to the Registrant’s Quarterly Report on
Form 10-Q filed on February 4, 2005).
|
|
10.13
|
--Employment
Agreement dated as of November 26, 2001 between the Registrant and
Kirk
Somers (incorporated by reference to the Registrant's Annual Report
on
Form 10-K for the fiscal year ended June 30, 2002).
|
|
10.14
|
--Employment
Agreement dated as of June 24, 2004 between the Registrant and Warren
Neuburger (incorporated by reference to the Registrant’s Annual Report on
Form 10-K for the fiscal year ended June 30, 2004).
|
|
10.15
|
--Video-on-demand
Purchase Agreement, dated March 29, 2001, by and between Concurrent
Computer Corporation and Comcast Cable Communications of Pennsylvania,
Inc. (portions of the exhibit have been omitted pursuant to a request
for
confidential treatment) (incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31,
2001).
|
|
10.16
|
--Amended
and Restated Employment Agreement dated as of August 8, 2006 between
the
Registrant and T. Gary Trimm and adjustment to executive officers’
salaries (incorporated by reference to the Registrant's Current Report
on
Form 8-K filed on August 10, 2006).
|
|
10.17
|
-- Entry
into a Material Definitive Agreement between the Registrant and Silicon
Valley Bank in the form of a Forbearance to Loan and Security Agreement
(incorporated by reference to the Registrant’s Current Report on Form 8-K
filed on August 14, 2006).
|
|
10.18
|
-- Entry
into a Material Definitive Agreement between the Registrant and Silicon
Valley Bank in the form of a Waiver and Third Loan Modification Agreement
(incorporated by reference to the Registrant’s Current Report on Form 8-K
filed on August 31, 2006).
|
|
10.19
|
--Amended
and Restated Loan and Security Agreement (incorporated by reference
to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended December
31, 2006).
|
|
10.20
|
--Consulting
Services Agreement among the Company, TechCFO and Emory Berry
(incorporated by reference to the Registrant’s Current Report on Form 8-K
filed on March 9, 2007).
|
|
10.21
|
--Indemnification
Agreement between the Company and Emory Berry (incorporated by reference
to the Registrant’s Current Report on Form 8-K filed on March 9,
2007).
|
|
10.22
|
--Form
of Securities Purchase Agreement by and among Concurrent Computer
Corporation and the purchasers set forth on the signature pages thereto
(filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
dated May 15, 2007 and incorporated herein by
reference).
|
|
14.1
|
--Code
of Ethics for Senior Executives & Financial Officers (incorporated by
reference to the Registrant’s Proxy for the fiscal year ended June 30,
2003).
|
|
--List
of Subsidiaries.
|
||
--Consent
of Deloitte & Touche LLP.
|
||
--Certification
of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
||
--Certification
of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
||
--Certification
of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
||
--Certification
of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|