UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C. 20549


_________





FORM
10-Q





(Mark
      One)
                x       Quarterly
      Report Pursuant to Section 13 or 15(d) ofthe
      Securities Exchange Act of 1934


For the
Quarterly Period Ended March 31, 2008





or





o      Transition
Report Pursuant to Section 13 or 15(d) of


the
Securities Exchange Act of 1934





For the
Transition Period from ____ to ____





Commission
File No. 0-13150


_____________





CONCURRENT
COMPUTER
CORPORATION


(Exact
name of registrant as specified in its charter)





Delaware
            04-2735766(State
      or other jurisdiction
            (I.R.S.
      Employer Identification No.)of
      incorporation or organization)





4375
River Green Parkway, Suite 100, Duluth, GA  30096


(Address
of principal executive offices) (Zip Code)





Telephone:
(678) 258-4000


(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 x     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 x
            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).





o  x




Number of
shares of the Registrant's Common Stock, par value $0.01 per share, outstanding
as of April 28, 2008 was 83,056,000.












Concurrent Computer Corporation


Form
10-Q


For the Three and Nine Months Ended
March 31, 2008




Table of Contents







PagePart I – Financial
      InformationItem
      1.
            Condensed Consolidated Financial
    Statements
            2Condensed Consolidated Balance Sheets
      (Unaudited)
            2Condensed Consolidated Statements of Operations
      (Unaudited)
            3Condensed Consolidated Statements of Cash Flows
      (Unaudited)
            4Notes to Condensed Consolidated Financial Statements
      (Unaudited)
            5Item
      2.
            Management’s Discussion and Analysis of Financial Condition and
      Results  of Operations
            16Item
      3.
            Quantitative and Qualitative Disclosures About Market
      Risk
            26Item
      4.
            Controls and Procedures
            26Part II – Other
      InformationItem
      1.
            Legal Proceedings
            27Item
      6.
            Exhibits
            27


EX-31.1
      SECTION 302 CERTIFICATION OF CEOEX-31.2
      SECTION 302 CERTIFICATION OF CFOEX-32.1
      SECTION 906 CERTIFICATION OF CEOEX-32.2
      SECTION 906 CERTIFICATION OF
CFO


1
 Table of Contents


Part
      I
            Financial
      Information





Item 1.
            Condensed
      Consolidated Financial Statements





Concurrent Computer Corporation


Condensed
Consolidated Balance Sheets


(Dollars
in thousands)





March
      31,
            
            
            June
      30,2008
            
            
            2007(Unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
            
            $
            24,629
            
            
            $
            20,416Accounts
      receivable, less allowance for doubtful accounts of $94 at March 31, 2008
      and $96 at June 30, 2007
            
            
            20,857
            
            
            
            20,987Inventories,
      net
            
            
            3,652
            
            
            
            3,457Prepaid
      expenses and other current assets
            
            
            1,272
            
            
            
            934Total
      current assets
            
            
            50,410
            
            
            
            45,794Property,
      plant and equipment, net
            
            
            3,706
            
            
            
            4,303Intangible
      - purchased technology, net
            
            
            4,310
            
            
            
            4,996Intangible
      - customer relationships and trademark, net
            
            
            2,573
            
            
            
            2,703Goodwill
            
            
            15,560
            
            
            
            15,560Other
      long-term assets, net
            
            
            767
            
            
            
            777Total
      assets
            
            $
            77,326
            
            
            $
            74,133LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
            
            $
            13,474
            
            
            $
            15,566Deferred
      revenue
            
            
            10,168
            
            
            
            7,996Total
      current liabilities
            
            
            23,642
            
            
            
            23,562Long-term
      liabilities:Deferred
      revenue
            
            
            1,040
            
            
            
            1,053Revolving
      bank line of credit
            
            
            949
            
            
            
            1,077Pension
      liability
            
            
            1,472
            
            
            
            1,190Other
            
            
            1,197
            
            
            
            656Total
      liabilities
            
            
            28,300
            
            
            
            27,538Commitments
      and contingencies (Note 14)Stockholders'
      equity:Shares
      of common stock, par value $.01; 100,000,000 authorized; 83,055,884 and
      82,940,528 issued and outstanding at March 31, 2008 and June 30, 2007,
      respectively
            
            
            831
            
            
            
            829Capital
      in excess of par value
            
            
            203,602
            
            
            
            202,819Accumulated
      deficit
            
            
            (156,771
            )
            
            
            (157,971
            )Treasury
      stock, at cost; 0 shares and 1,845 at March  31, 2008 and June
      30, 2007, respectively
            
            
            -
            
            
            
            (3
            )Accumulated
      other comprehensive income
            
            
            1,364
            
            
            
            921Total
      stockholders' equity
            
            
            49,026
            
            
            
            46,595Total
      liabilities and stockholders' equity
            
            $
            77,326
            
            
            $
            74,133





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


2
 Table of Contents


Concurrent Computer Corporation


Condensed
Consolidated Statements of Operations (Unaudited)


(In
thousands, except per share amounts)





Three
      Months Ended
            
            
            Nine
      Months EndedMarch
      31,
            
            
            March
      31,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues:Product
            
            $
            13,279
            
            
            $
            10,492
            
            
            $
            33,011
            
            
            $
            31,509Service
            
            
            6,095
            
            
            
            5,656
            
            
            
            20,196
            
            
            
            16,554Total
      revenues
            
            
            19,374
            
            
            
            16,148
            
            
            
            53,207
            
            
            
            48,063Cost
      of sales:Product
            
            
            6,022
            
            
            
            5,788
            
            
            
            16,384
            
            
            
            17,974Service
            
            
            2,753
            
            
            
            2,487
            
            
            
            8,210
            
            
            
            7,847Total
      cost of sales
            
            
            8,775
            
            
            
            8,275
            
            
            
            24,594
            
            
            
            25,821Gross
      margin
            
            
            10,599
            
            
            
            7,873
            
            
            
            28,613
            
            
            
            22,242Operating
      expenses:Sales
      and marketing
            
            
            3,923
            
            
            
            3,539
            
            
            
            11,437
            
            
            
            11,985Research
      and development
            
            
            4,214
            
            
            
            4,587
            
            
            
            12,445
            
            
            
            13,346General
      and administrative
            
            
            2,406
            
            
            
            2,506
            
            
            
            7,319
            
            
            
            7,751Total
      operating expenses
            
            
            10,543
            
            
            
            10,632
            
            
            
            31,201
            
            
            
            33,082Operating
      income (loss)
            
            
            56
            
            
            
            (2,759
            )
            
            
            (2,588
            )
            
            
            (10,840
            )Gain
      on arbitration settlement, net
            
            
            -
            
            
            
            -
            
            
            
            1,900
            
            
            
            -Recovery
      of minority investment, net
            
            
            -
            
            
            
            -
            
            
            
            1,415
            
            
            
            -Interest
      income
            
            
            203
            
            
            
            81
            
            
            
            677
            
            
            
            274Interest
      expense
            
            
            (29
            )
            
            
            (54
            )
            
            
            (102
            )
            
            
            (305
            )Other
      income (expense)
            
            
            91
            
            
            
            (34
            )
            
            
            169
            
            
            
            (127
            )Income
      (loss) before income taxes
            
            
            321
            
            
            
            (2,766
            )
            
            
            1,471
            
            
            
            (10,998
            )Provision
      for income taxes
            
            
            20
            
            
            
            310
            
            
            
            195
            
            
            
            461Net
      income (loss)
            
            $
            301
            
            
            $
            (3,076
            )
            
            $
            1,276
            
            
            $
            (11,459
            )Net
      income (loss) per shareBasic
            
            $
            0.00
            
            
            $
            (0.04
            )
            
            $
            0.02
            
            
            $
            (0.16
            )Diluted
            
            $
            0.00
            
            
            $
            (0.04
            )
            
            $
            0.02
            
            
            $
            (0.16
            )Weighted
      average shares outstanding - basic
            
            
            83,056
            
            
            
            71,646
            
            
            
            83,002
            
            
            
            71,593Weighted
      average shares outstanding - diluted
            
            
            83,176
            
            
            
            71,646
            
            
            
            83,162
            
            
            
            71,593





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


3
 Table of Contents


Concurrent Computer Corporation


Condensed
Consolidated Statements of Cash Flows (Unaudited)


(Dollars
in thousands)





Nine
      Months EndedMarch
      31,2008
            
            
            2007OPERATING
      ACTIVITIESNet
      income (loss)
            
            $
            1,276
            
            
            $
            (11,459
            )Adjustments
      to reconcile net income (loss) to net cash
      provided by (used in) operating activities:Depreciation
      and amortization
            
            
            3,056
            
            
            
            4,103Share-based
      compensation
            
            
            798
            
            
            
            675Recovery
      of minority investment, net
            
            
            (1,415
            )
            
            
            -Other
      non-cash expenses
            
            
            (153
            )
            
            
            (6
            )Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            130
            
            
            
            849Inventories
            
            
            (228
            )
            
            
            1,422Prepaid
      expenses and other current assets
            
            
            (338
            )
            
            
            (329
            )Other
      long-term assets
            
            
            10
            
            
            
            212Accounts
      payable and accrued expenses
            
            
            (2,092
            )
            
            
            1,292Deferred
      revenue
            
            
            2,159
            
            
            
            (260
            )Other
      long-term liabilities
            
            
            668
            
            
            
            243Total
      adjustments to net income (loss)
            
            
            2,595
            
            
            
            8,201Net
      cash provided by (used in) operating activities
            
            
            3,871
            
            
            
            (3,258
            )INVESTING
      ACTIVITIESCapital
      expenditures
            
            
            (1,496
            )
            
            
            (2,111
            )Recovery
      of minority investment, net
            
            
            1,415
            
            
            
            -Net
      cash used in investing activities
            
            
            (81
            )
            
            
            (2,111
            )FINANCING
      ACTIVITIESProceeds
      from revolving bank line of credit
            
            
            263
            
            
            
            1,077Repayment
      of revolving bank line of credit
            
            
            (391
            )
            
            
            -Repayment
      of note payable to bank
            
            
            -
            
            
            
            (1,583
            )Proceeds
      from short-term note payable
            
            
            -
            
            
            
            690Repayment
      of short term note payable
            
            
            -
            
            
            
            (619
            )Sale
      (purchase) of treasury stock, net
            
            
            (10
            )
            
            
            13Proceeds
      from sale and issuance of common stock
            
            
            -
            
            
            
            8Net
      cash used in financing activities
            
            
            (138
            )
            
            
            (414
            )Effect
      of exchange rates on cash and cash equivalents
            
            
            561
            
            
            
            110Increase
      (decrease) in cash and cash equivalents
            
            
            4,213
            
            
            
            (5,673
            )Cash
      and cash equivalents at beginning of period
            
            
            20,416
            
            
            
            14,423Cash
      and cash equivalents at end of period
            
            $
            24,629
            
            
            $
            8,750Cash
      paid during the period for:Interest
            
            $
            54
            
            
            $
            136Income
      taxes (net of refunds)
            
            $
            174
            
            
            $
            114





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


4
 Table of Contents


Concurrent Computer Corporation


Notes
to Condensed Consolidated Financial Statements








1.
            Overview
      of Business and Basis of
Presentation





Concurrent
Computer Corporation (“Concurrent”) is a supplier of high-performance computer
systems, software and services.  The computer systems and software
fall under two product lines: on-demand and real-time.





Concurrent’s
on-demand product line provides on-demand systems consisting of hardware and
software that provide monitoring and operations management for on-demand TV and
integration services, primarily to residential broadband companies that have
upgraded their networks to support interactive, digital services.





Concurrent’s
real-time product line provides high-performance, real-time operating systems
and development tools to commercial and government customers for use with a wide
range of applications that benefit from guaranteed, instantaneous response and
repeatability.





Concurrent
provides sales and support from offices and subsidiaries throughout North
America, Europe, Asia, and Australia.





The
condensed consolidated financial statements of Concurrent are unaudited and
reflect all adjustments (consisting of only normal recurring adjustments)
necessary for a fair statement of Concurrent’s financial position, results of
operations and cash flows at the dates and for the periods
indicated.  These financial statements should be read in conjunction
with Concurrent’s Annual Report on Form 10-K for the year ended June 30,
2007.  There have been no changes to Concurrent’s Significant
Accounting Policies as disclosed in Note 2 of the consolidated financial
statements included in Concurrent’s Annual Report on Form 10-K for the year
ended June 30, 2007, except as disclosed under the caption, Income Taxes,
below.  The results reported in these condensed consolidated financial
statements should not be regarded as necessarily indicative of results that may
be expected for the entire year.





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.





Income
Taxes





In June,
2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of
FASB Statement No. 109, Accounting for Income Taxes” (“FIN 48”), to create a
single model to address accounting for uncertainty in tax
positions.  FIN 48 clarifies the accounting for income taxes, by
prescribing a minimum recognition threshold that a tax position is required to
meet before being recognized in the financial
statements.  Additionally, FIN 48 provides guidance on the
derecognition, measurement, classification, interest and penalties, accounting
in interim periods and disclosure requirements for uncertain tax
positions.  FIN 48 is effective for fiscal years beginning after
December 15, 2006.  Concurrent adopted FIN 48 as of July 1, 2007, as
required.  As of July 1, 2007, Concurrent did not recognize an
increase or decrease in the liability for unrecognized tax benefits, but did
recognize an additional $76,000 of accrued interest and penalties related to
previously recorded liabilities for unrecognized tax benefits.  The
interest and penalties recognized upon adoption of FIN 48 were accounted for as
a reduction to Concurrent’s Accumulated Deficit as of July 1,
2007.  At July 1, 2007, the total liability for uncertain tax benefits
recorded in our balance sheet in Other Long-term Liabilities, including interest
and penalties, was approximately $356,000.  Of this amount,
approximately $76,000, if recognized, would be included in Concurrent’s
statement of operations and have an impact on Concurrent’s effective tax
rate.  Upon adoption of FIN 48, Concurrent has elected to recognize
interest and penalties accrued for unrecognized tax benefits in income tax
expense.  As of the date of adoption of FIN 48, Concurrent had accrued
approximately $213,000 for the payment of interest and
penalties.


5
 Table of Contents


Concurrent
Computer Corporation


Notes
to Condensed Consolidated Financial Statements (Continued)








Concurrent
and its subsidiaries file income tax returns in the U.S. federal jurisdiction,
and various states and foreign jurisdictions.  With few exceptions,
Concurrent is no longer subject to U.S. federal, state and local, or non-U.S.
income tax examinations by tax authorities for fiscal years before
1992.  Concurrent does not believe that the amount of uncertain tax
positions will change by a significant amount within the next 12
months.  In the event of subsequent recognition, the entire amount
recognized would impact the effective tax rate.  Concurrent does not
expect this change to have a significant impact on the results of operations or
financial position of the Company.  For the three and nine months
ended March 31, 2008 there were no material changes in accrued interest or
penalties associated with unrecognized tax benefits from the date of
adoption.





Recently Issued Accounting
Pronouncements





In
February 2007, the FASB issued Statement of Financial Accounting Standards No.
(“SFAS”) 159, "The Fair Value Option for Financial Assets and Liabilities"
(“SFAS 159”).  SFAS 159 permits entities to choose to measure
many financial instruments and certain insurance and warranty contracts at fair
value on a contract-by-contract basis. If the fair value option is elected,
unrealized gains and losses will be recognized in earnings at each subsequent
reporting date. SFAS 159 is effective for fiscal years beginning after
November 15, 2007.  Concurrent is currently evaluating the impact of
adopting SFAS 159 but does not expect the adoption to have a material
impact on its condensed consolidated financial statements.





On
February 12, 2008, the FASB posted FASB Staff Position (“FSP”) FAS
157-2 (“FSP 157-2”), “Effective Date of FASB Statement No. 157,” which
amends SFAS 157 by delaying its effective date by one year for non-financial
assets and non-financial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis.
Therefore, beginning on July 1, 2008, this standard applies prospectively to new
fair value measurements of financial instruments and recurring fair value
measurements of non-financial assets and non-financial liabilities. On July
1, 2009, the beginning of our fiscal year 2010, the standard will also apply to
non-recurring non-financial assets and non-financial
liabilities.  Concurrent’s non-recurring non-financial assets and
non-financial liabilities include those measured at fair value in goodwill
impairment testing, indefinite lived intangible assets measured at fair value
for impairment testing, asset retirement obligations initially measured at fair
value, and those initially measured at fair value in a business
combination.  Concurrent is evaluating the impact of SFAS 157 and FSP
157-2 on its financial statements, but does not believe that such impact will be
material.





On April
25, 2008, the Financial FASB posted FASB Staff Position FAS 142-3 (“FSP 142-3”),
“Determination of the Useful Life of Intangible Assets.” This FSP amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under FASB
Statement No. 142, Goodwill and Other Intangible Assets. The intent of this FSP
is to improve the consistency between the useful life of a recognized intangible
asset under Statement 142 and the period of expected cash flows used to measure
the fair value of the asset under FASB Statement No. 141 (Revised 2007),
“Business Combinations,” and other U.S. generally accepted accounting principles
(GAAP). This FSP is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years. Early adoption is prohibited.  Concurrent is evaluating the
impact of FSP 142-3 on its financial statements, but does not believe that such
impact will be material.





2.
            Revenue
      Recognition and Related Matters





Concurrent
recognizes revenue when persuasive evidence of an arrangement exists, the system
has been shipped, the fee is fixed or determinable and collectibility of the fee
is probable.


6
 Table of Contents


Concurrent
Computer Corporation


Notes
to Condensed Consolidated Financial Statements (Continued)








Software and Hardware
Sales





On-demand
and real-time product revenues are recognized based on the guidance in American
Institute of Certified Public Accountants Statement of Position (“SOP”) 97-2,
“Software Revenue Recognition” (“SOP 97-2”) and related amendments, SOP 98-4,
“Deferral of the Effective Date of a Provision of SOP 97-2, Software Revenue
Recognition” and SOP 98-9, “Modification of SOP 97-2, Software Revenue
Recognition, With Respect to Certain Transactions.”  Concurrent’s
standard contractual arrangements with its customers generally include the
delivery of a hardware and/or software system, certain professional services
that typically involve installation and training, and ongoing software and
hardware maintenance.  The software component of the arrangement is
considered to be essential to the functionality of the
hardware.  Therefore, in accordance with Emerging Issues Task Force
No. 03-5, “Applicability of AICPA Statement of Position 97-2 to Non-Software
Deliverables in an Arrangement Containing More-Than-Incidental Software,” the
hardware and the hardware maintenance components are considered software related
and the provisions of SOP 97-2 apply to all elements of the
arrangement.  Under multiple element arrangements, Concurrent
allocates revenue to the various elements based on vendor-specific objective
evidence (“VSOE”) of fair value.  Concurrent’s VSOE of fair value is
determined based on the price charged when the same element is sold
separately.  If VSOE of fair value does not exist for all elements in
a multiple element arrangement, Concurrent recognizes revenue using the residual
method.  Under the residual method, the fair value of the undelivered
elements is deferred and the remaining portion of the arrangement is recognized
as revenue.





In
certain instances, Concurrent’s customers require significant customization of
both the software and hardware products.  In these situations, the
services are considered essential to the functionality of the software and,
therefore, the revenue from the arrangement, with the exception of maintenance,
is recognized in conformity with Accounting Research Bulletin (“ARB”) No. 45,
“Long Term Construction Type Contracts” and SOP 81-1, “Accounting for
Performance of Construction-Type and Certain Production-Type
Contracts.”  Concurrent records the value of the entire arrangement
(excluding maintenance) as the project progresses based on actual costs incurred
compared to the total costs expected to be incurred through
completion.





Professional
Services





Professional
services revenue is primarily generated from integration of third party software
interfaces, training, and hardware installation.  These services are
typically completed within 90 days from the receipt of the
order.  Under multiple element arrangements, Concurrent allocates
revenue to the various elements based on VSOE of fair
value.  Concurrent determines VSOE of fair value for the services
based on the standard rate per hour or fixed fee used when similar services are
sold separately.  Revenues from these services are recognized when the
services are performed.





Hardware and Software
Maintenance





Concurrent
recognizes revenue from maintenance services in accordance with SOP
97-2.  Depending upon the specific terms of the customer agreement,
Concurrent may include warranty as part of the purchase price.  In
accordance with SOP 97-2 and, depending upon the specific terms of the customer
agreement, Concurrent either accrues the estimated costs to be incurred in
performing maintenance services at the time of revenue recognition and shipment
of product, or Concurrent defers revenue associated with the maintenance
services to be provided during the warranty period based upon the value for
which Concurrent has sold such services separately when they are renewed by
existing customers.  For those arrangements in which the warranty
period is less than or equal to one year, Concurrent accrues the estimated costs
to be incurred in providing services.  Therefore, in accordance with
paragraph 59 of SOP 97-2, Concurrent has determined that the warranty fee is
part of the initial license fee, the warranty period is for one year or less,
the estimated cost of providing the services are immaterial, and upgrades and
enhancements offered during maintenance arrangements historically have been and
are expected to continue to be minimal and infrequent.  Actual costs
are then charged against the warranty accrual as they are
incurred.  For those arrangements in which the warranty period is
greater than one year, Concurrent defers revenue based upon the value for which
Concurrent has sold such services separately.  This revenue is then
recognized on a straight line basis over the warranty period.


7
 Table of Contents


Concurrent
Computer Corporation


Notes
to Condensed Consolidated Financial Statements (Continued)








3.
            Basic
      and Diluted Net Income (Loss) per
Share





Basic net
income (loss) per share is computed in accordance with SFAS No. 128, “Earnings
Per Share,” by dividing net income (loss) by the weighted average number of
common shares outstanding during each period.  Diluted net income per
share is computed by dividing net income by the weighted average number of
shares including dilutive common share equivalents.  Under the
treasury stock method and for contingently issuable shares, incremental shares
representing the number of additional common shares that would have been
outstanding if the dilutive potential common shares had been issued are included
in the computation.  Diluted earnings per common share assumes
exercise of outstanding stock options and vesting of restricted stock when the
effects of such assumptions are dilutive.  Common share equivalents of
10,105,000 and 7,506,000 for the three months ended March 31, 2008 and 2007,
respectively, were excluded from the calculation as their effect was
antidilutive.  Common share equivalents of 10,013,000 and 7,793,000
for the nine months ended March 31, 2008 and 2007, respectively, were excluded
from the calculation as their effect was antidilutive.  The following
table presents a reconciliation of the numerators and denominators of basic and
diluted net income (loss) per share for the periods indicated (dollars and share
data in thousands, except per-share amounts):





Three
      Months Ended
              March
      31,
            
            
            Nine
      Months Ended
              March
      31,2008
            
            
            2007
            
            
            2008
            
            
            2007Basic
      and diluted earnings per share (EPS) calculation:Net
      income (loss)
            
            $
            301
            
            
            $
            (3,076
            )
            
            $
            1,276
            
            
            $
            (11,459
            )Basic
      weighted average number of shares outstanding Effect
      of dilutive securities:
            
            
            83,056
            
            
            
            71,646
            
            
            
            83,002
            
            
            
            71,593Restricted
      stock
            
            
            120
            
            
            
            -
            
            
            
            160
            
            
            
            -Employee
      stock options
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            -Warrants
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Diluted
      weighted average number of shares outstanding
            
            
            83,176
            
            
            
            71,646
            
            
            
            83,162
            
            
            
            71,593Basic
      EPS
            
            $
            0.00
            
            
            $
            (0.04
            )
            
            $
            0.02
            
            
            $
            (0.16
            )Diluted
      EPS
            
            $
            0.00
            
            
            $
            (0.04
            )
            
            $
            0.02
            
            
            $
            (0.16
            )





4.
            Share-Based
      Compensation





At March
31, 2008, Concurrent had share-based employee compensation plans which are
described in Note 12 of the consolidated financial statements included in
Concurrent’s Annual Report on Form 10-K for the year ended June 30,
2007.  Option awards are granted with an exercise price equal to the
market price of Concurrent’s stock at the date of grant.  Concurrent
recognizes stock compensation expense over the requisite service period of the
individual grantees, which generally equals the vesting period.  All of
Concurrent’s stock compensation is accounted for as equity
instruments.





Concurrent
uses the Black-Scholes valuation model to estimate the fair value of each option
award on the date of grant.  During the nine months ended March 31,
2008, Concurrent granted 50,000 stock options to the Board of Directors with
immediate vesting and 1,574,000 stock options to employees with four year
vesting.  The weighted-average grant-date fair value of the options
granted under the stock option plans during the nine months ended March 31, 2008
period was $0.95.  The weighted-average assumptions used were:
expected dividend yield of 0.0%; risk-free interest rate of 4.2%; expected life
of 6 years; and an expected volatility of 75.8%.





The
risk-free interest rate is derived from the average U.S. Treasury rate for the
period, which approximates the rate in effect at the time of
grant.  Expected volatility is based on historical volatility of
Concurrent’s common stock over the period commensurate with the expected life of
the options.  The expected life calculation is based on the observed
and expected time to post-vesting exercise and forfeitures of options by
Concurrent’s employees.  The dividend yield of zero is based on the
fact that Concurrent has never paid cash dividends and has no present intention
to pay cash dividends.


8
 Table of Contents


Concurrent
Computer Corporation


Notes
to Condensed Consolidated Financial Statements (Continued)








Based on
historical experience of option pre-vesting cancellations, Concurrent has
assumed an annualized forfeiture rate of 8.25% for unvested options for the
nine months ended March 31, 2008.  Under the provisions of SFAS 123R,
Concurrent will record additional expense if the actual forfeiture rate is lower
than estimated, and will record a recovery of prior expense if the actual
forfeiture is higher than estimated.





The
Compensation Committee approved and Concurrent issued 40,000 shares of
restricted stock to the Board of Directors during the nine months ended March
31, 2008.  Restrictions on these shares lapse at various times in the
next one to three years.





Concurrent
recorded share-based compensation related to issuance of stock options and
restricted stock to employees and directors, as follows (amounts in thousands of
dollars):





Three
      Months Ended
            
            
            Nine
      Months EndedMarch
      31,
            
            
            March
      31,2008
            
            
            2007
            
            
            2008
            
            
            2007Share-based
      compensation expense included in the Statement
      of Operations:Cost
      of sales
            
            $
            14
            
            
            $
            5
            
            
            $
            24
            
            
            $
            21Sales
      and marketing
            
            
            61
            
            
            
            32
            
            
            
            153
            
            
            
            96Research
      and development
            
            
            43
            
            
            
            69
            
            
            
            99
            
            
            
            212General
      and administrative
            
            
            181
            
            
            
            87
            
            
            
            522
            
            
            
            346Total
            
            
            299
            
            
            
            193
            
            
            
            798
            
            
            
            675Tax
      benefit
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Share-based
      compensation expense, net of taxes
            
            $
            299
            
            
            $
            193
            
            
            $
            798
            
            
            $
            675Effect
      on basic net income (loss) per share
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.01
            )
            
            $
            (0.01
            )Effect
      on basic net income (loss) per share
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.01
            )
            
            $
            (0.01
            )





5.
            Inventories





Inventories
are stated at the lower of cost or market, with cost being determined by using
the first-in, first-out method.  Concurrent establishes excess and
obsolete inventory reserves based upon historical and anticipated
usage.  The components of inventories are as follows (in
thousands):





March
      31,
            
            
            June
      30,2008
            
            
            2007Raw
      materials, net
            
            $
            2,441
            
            
            $
            2,054Work-in-process
            
            
            468
            
            
            
            935Finished
      goods
            
            
            743
            
            
            
            468$
            3,652
            
            
            $
            3,457





At March
31, 2008 and June 30, 2007, some portion of Concurrent’s inventory was in excess
of the current requirements based upon the planned level of sales for future
years.  Accordingly, Concurrent has reduced its gross raw materials by
$1,171,000 at March 31, 2008 and $1,976,000 at June 30, 2007, to its estimated
net realizable value.


9
 Table of Contents


Concurrent
Computer Corporation


Notes
to Condensed Consolidated Financial Statements (Continued)








6.
            Goodwill
      and Other Intangible Assets





Goodwill
was $15,560,000 as of both March 31, 2008 and June 30,
2007.  Concurrent operates in two segments, products and services, as
disclosed within its Condensed Consolidated Statements of
Operations.  Since Concurrent does not measure assets on a segment
basis, it allocates operating expenses on a pro-rata basis between products and
services to test impairment of goodwill and allocates goodwill between the two
reporting units in the same manner.  In accordance with SFAS 142,
Concurrent tests goodwill and trademark for impairment, at least
annually.  Concurrent’s annual goodwill and trademark impairment
testing date is July 1.  There has not been any impairment charge as a
result of the most recent assessment as of July 1, 2007.





Other
intangible assets consist of the following (in thousands):





March
      31,
            
            
            June
      30,2008
            
            
            2007Cost
      of amortizable intangibles:Purchased
      technology
            
            $
            7,700
            
            
            $
            7,700Customer
      relationships
            
            
            1,900
            
            
            
            1,900Total
      cost of intangibles
            
            
            9,600
            
            
            
            9,600Less
      accumulated amortization:Purchased
      technology
            
            
            (3,390
            )
            
            
            (2,704
            )Customer
      relationships
            
            
            (427
            )
            
            
            (297
            )Total
      accumulated amortization
            
            
            (3,817
            )
            
            
            (3,001
            )Trademark
            
            
            1,100
            
            
            
            1,100Total
      intangible assets, net
            
            $
            6,883
            
            
            $
            7,699





Amortization
expense was $816,000 for each of the nine months ended March 31, 2008 and 2007,
respectively.  The weighted average remaining useful life of
definite-lived intangible assets is 5.5 years as of March 31, 2008.





7.
            Accounts
      Payable and Accrued Expenses





The
components of accounts payable and accrued expenses are as follows (in
thousands):





March
      31,
            
            
            June
      30,2008
            
            
            2007Accounts
      payable, trade
            
            $
            7,018
            
            
            $
            7,955Accrued
      payroll, vacation, severance and other employee expenses
            
            
            4,431
            
            
            
            4,679Warranty
      accrual
            
            
            307
            
            
            
            343Other
      accrued expenses
            
            
            1,718
            
            
            
            2,589$
            13,474
            
            
            $
            15,566





Concurrent’s
estimate of warranty obligations is based on historical experience and
expectation of future conditions.  The changes in the warranty accrual
during the three months ended March 31, 2008 were as follows (in
thousands):





Balance
      at June 30, 2007
            
            $
            343Charged
      to costs and expenses, net
            
            
            173Deductions
            
            
            (209
            )Balance
      at March 31, 2008
            
            $
            307


10
 Table of Contents


Concurrent
Computer Corporation


Notes
to Condensed Consolidated Financial Statements (Continued)








8.
            Comprehensive
      Income (Loss)





Concurrent’s
total comprehensive income (loss) is as follows (in thousands):





Three
      Months Ended
            
            
            Nine
      Months EndedMarch 31,
            
            
            March 31,2008
            
            
            2007
            
            
            2008
            
            
            2007Net
      income (loss)
            
            $
            301
            
            
            $
            (3,076
            )
            
            $
            1,276
            
            
            $
            (11,459
            )Other
      comprehensive income (loss):Foreign
      currency translation gain
            
            
            290
            
            
            
            95
            
            
            
            503
            
            
            
            182Amortization
      of pension gain and transition amount
            
            
            (21
            )
            
            
            -
            
            
            
            (60
            )
            
            
            -Total
      comprehensive income (loss)
            
            $
            570
            
            
            $
            (2,981
            )
            
            $
            1,719
            
            
            $
            (11,277
            )





9.
            Recovery
      of Minority Interest Investment





In March
2002, Concurrent purchased a 14.4% equity ownership interest in Thirdspace
Living Limited (“Thirdspace”) for $7,000,000 and loaned Thirdspace $6,000,000 in
exchange for two $3,000,000 long-term notes receivable.  In fiscal
year 2003, Concurrent recorded a $13,000,000 net impairment charge due to an
“other-than-temporary” decline in the market value of the investment in
Thirdspace.  In May 2003, Thirdspace sold the majority of its assets
to Alcatel Telecom Ltd.  As a result of the sale of these certain
assets, in fiscal year 2004, Concurrent received $3,100,000 in proceeds that
were recorded in the line item “Recovery of minority investment,” within
Concurrent’s Consolidated Statements of Operations.




Thirdspace’s
only significant remaining asset subsequent to the aforementioned transactions
was a right to 40% of amounts recovered by nCube Corporation (“nCube”), now part
of Arris Group, Inc., if any, from the lawsuit brought by nCube against
SeaChange International, Inc., alleging patent infringement.  On
January 9, 2006, the U.S. Court of Appeals for the Federal Circuit affirmed the
lower court’s decision in favor of nCube.  Until our fiscal year 2008,
the likelihood of collecting this asset, and the amount and timing of such
collection was uncertain and, as a result, Concurrent had not recorded the gain
contingency.




On
September 28, 2007, nCube, Alcatel and Concurrent agreed upon the terms of
distributing this asset.  Net proceeds from the settlement, including
$85,000 of liquidation fees, were $1,415,000.  Consistent with
previous recoveries of the impaired Thirdspace investment, Concurrent recorded
the $1,415,000 as a “Recovery of minority investment, net” within its condensed
consolidated Statements of Operations during the nine months ended March 31,
2008.  Concurrent does not anticipate further cash proceeds related to
the liquidation of Thirdspace’s remaining assets.  As part of the
arrangement with nCube and Alcatel, Concurrent also eliminated transferability
concerns regarding its license to U.S. patent numbers 5,805,804 and
5,623,595.  The agreement provides that licenses to these patents may
be transferred to an acquirer of Concurrent or Concurrent’s on-demand business,
so long as the acquirer has not been formally identified as an Alcatel
target.





10.
            Arbitration
      Settlement





In August
2007, Concurrent reached an agreement with Vicor, Inc. (“Vicor”), a supplier of
Concurrent’s, to settle the claims in the pending arbitration between the two
parties, in exchange for a full release.  In the arbitration,
Concurrent alleged that in 2002 and 2003 Concurrent experienced high failure
rates in its MediaHawk 2000 and 3000 series on-demand servers as a result of
defective power converters manufactured by Vicor.  Concurrent asserted
claims for breach of contract and fraud.  Concurrent’s alleged damages
consisted of material and labor costs associated with the replacement of the
defective parts, internal engineering costs, loss of market share, and attorney
fees, as well as exemplary damages.  Concurrent settled for
approximately $2,350,000, from which approximately $450,000 of attorney fees was
deducted and Concurrent received $1,900,000 in net proceeds in the nine months
ended March 31, 2008.  Concurrent recorded the $1,900,000 net proceeds
as a “Gain on arbitration settlement, net” within the condensed consolidated
Statements of Operations during the nine months ended March 31,
2008.


11
 Table of Contents


Concurrent
Computer Corporation


Notes
to Condensed Consolidated Financial Statements (Continued)








11.
            Concentration
      of Credit Risk, Segment, and Geographic
  Information





In
accordance with SFAS 131, “Disclosure about Segments of an Enterprise and
Related Information”, Concurrent operates in two segments, products and
services, as disclosed within its condensed consolidated Statements of
Operations.  The financial information reviewed by the chief operating
decision maker  (as defined in SFAS 131) for these two segments is
limited to segment revenues, cost of sales and gross margins, as presented in
the accompanying statements of operations.  Concurrent does not track
operating expenses, net income (loss), or assets and liabilities on a segment
basis.





Concurrent
attributes revenues to individual countries and geographic areas based upon
location of its selling operating subsidiaries.  A summary of
Concurrent’s financial data by geographic area follows (dollars in
thousands):





Three
      Months Ended
            
            
            Nine
      Months EndedMarch
      31,
            
            
            March
      31,2008
            
            
            2007
            
            
            2008
            
            
            2007United
      States
            
            $
            14,894
            
            
            $
            11,375
            
            
            $
            41,845
            
            
            $
            34,258Japan
            
            
            1,435
            
            
            
            2,703
            
            
            
            4,287
            
            
            
            6,064Other
      Asia Pacific countries
            
            
            565
            
            
            
            544
            
            
            
            1,814
            
            
            
            1,469Asia
      Pacific
            
            
            2,000
            
            
            
            3,247
            
            
            
            6,101
            
            
            
            7,533Europe
            
            
            2,480
            
            
            
            1,526
            
            
            
            5,261
            
            
            
            6,272Total
      revenue
            
            $
            19,374
            
            
            $
            16,148
            
            
            $
            53,207
            
            
            $
            48,063





In
addition, the following summarizes revenues by significant customer where such
revenue exceeded 10% of total revenues for any one of the indicated
periods:





Three
      Months Ended
            
            
            Nine
      Months EndedMarch
      31,
            
            
            March
      31,2008
            
            
            2007
            
            
            2008
            
            
            2007Customer
      A
            
            
            19
            %
            
            
            21
            %
            
            
            11
            %
            
            
            12
            %Customer
      B
            
            
            16
            %
            
            <10
            %
            
            <10
            %
            
            <10
            %Customer
      C
            
            
            14
            %
            
            
            12
            %
            
            
            12
            %
            
            <10
            %Customer
      D
            
            <10
            %
            
            <10
            %
            
            <10
            %
            
            
            12
            %





Concurrent
assesses credit risk through ongoing credit evaluations of customers’ financial
condition and collateral is generally not required.  At March 31,
2008, one customer accounted for $4,728,000 or 23% of trade receivables, a
second customer accounted for $3,773,000 or 18% of trade receivables, and a
third customer accounted for $3,348,000 or 16% of trade
receivables.  At June 30, 2007, one customer accounted for $9,190,000
or 44% of trade receivables.No other
customers accounted for 10% or more of trade receivables as of March 31, 2008 or
June 30, 2007.





Concurrent
sometimes purchases product components from a single supplier in order to obtain
the required technology and the most favorable price and delivery
terms. For the three months ended March 31, 2008, purchases from each of
three suppliers were equal to, or in excess of 10% of Concurrent’s total
purchases.  These three suppliers accounted for 23%, 22% and 15% of
Concurrent’s purchases during the three months ended March 31,
2008.  Also, for the three months ended March 31, 2007, purchases from
each of three suppliers were equal to, or in excess of 10% of Concurrent’s total
purchases.  These three suppliers accounted for 25%, 22% and 10% of
Concurrent’s purchases during the three months ended March 31,
2007.  For the nine months ended March 31, 2008, purchases from three
suppliers were in excess of 10% of Concurrent’s total
purchases.  These three suppliers accounted for 20%, 18% and 12% of
Concurrent’s purchases during the nine months ended March 31,
2008.  Also, for the nine months ended March 31, 2007, purchases from
two suppliers were in excess of 10% of Concurrent’s total
purchases.  These two suppliers accounted for 24% and 19% of
Concurrent’s purchases during the nine months ended March 31,
2007.


12
 Table of Contents


Concurrent
Computer Corporation


Notes
to Condensed Consolidated Financial Statements (Continued)








12.
            Revolving
      Credit Facility





On
December 19, 2007, Concurrent entered into a First Amendment (“Amendment”) to
its Amended and Restated Loan and Security Agreement (the “Credit Agreement”)
with Silicon Valley Bank (the “Bank”), which amends certain terms of the
existing Credit Agreement.  The Amendment extends the maturity date of
the Credit Agreement from December 23, 2008 to July 1, 2009.  The
Amendment also resets the Minimum Tangible Net Worth covenant requirement from
$15,172,000 as of September 30, 2007, under the previous terms, to $10,000,000
as of December 31, 2007.  At all times after December 31, 2007, the
minimum tangible net worth requirement shall increase by 50% of quarterly net
income and 50% of issuances of equity, net of issuance costs, and the principal
amount of any subordinated debt.  The Amendment also allows Concurrent
to utilize all of its operating accounts with the Bank to meet the required
monthly average balance of not less than $1,000,000 in deposits.  The
Credit Agreement is secured by substantially all of the assets of
Concurrent.





The
outstanding principal amount plus all accrued but unpaid interest is payable in
full at the expiration of the Credit Agreement on July 1, 2009.  The
Credit Agreement provides for a $10,000,000 revolving credit line (the
“Revolver”) with a borrowing base dependent upon Concurrent’s outstanding North
American accounts receivable.  Concurrent had $949,000 and $1,077,000
outstanding under the Revolver as of March 31, 2008 and June 30, 2007,
respectively.  During the nine months ended March 31, 2008, Concurrent
had net repayments of $128,000, consisting of $263,000 in borrowings and
$391,000 in repayments.  Based on the borrowing formula and
Concurrent’s financial position as of March 31, 2008, $9,940,000 was available
to Concurrent under the Revolver, resulting in approximately $8,991,000 of
remaining available funds under the Revolver.





Interest
on any outstanding amounts under the Revolver is payable monthly at the prime
rate (5.25% at March 31, 2008) plus 0.50% per annum.





The
Credit Agreement contains certain financial covenants, including a required
adjusted quick ratio (the ratio of cash and accounts receivable to current
liabilities and outstanding bank debt (less the current portion of deferred
revenue)) of at least 1.25 to 1.00 and a minimum tangible net worth of at least
$10,151,000 as of March 31, 2008.  The Credit Agreement also contains
customary restrictive covenants concerning Concurrent's
operations.  As of March 31, 2008, Concurrent’s adjusted quick ratio
was 3.15 to 1.00 and its tangible net worth (defined as total assets (less
goodwill and other intangibles) minus total liabilities) was approximately
$26,143,000.  Concurrent was in compliance with all applicable
covenants as of March 31, 2008.





13.
            Retirement
      Plans





The
following table provides a detail of the components of net periodic benefit cost
for the three and nine months ended March 31, 2008 and 2007 (in
thousands):





Three
      Months Ended
            
            
            Nine
      Months EndedMarch
      31,
            
            
            March
      31,2008
            
            
            2007
            
            
            2008
            
            
            2007Service
      cost
            
            $
            6
            
            
            $
            8
            
            
            $
            18
            
            
            $
            25Interest
      cost
            
            
            55
            
            
            
            59
            
            
            
            158
            
            
            
            176Expected
      return on plan assets
            
            
            (35
            )
            
            
            (23
            )
            
            
            (101
            )
            
            
            (69
            )Amortization
      of net (gain) loss
            
            
            (30
            )
            
            
            -
            
            
            
            (87
            )
            
            
            -Amortization
      of transition amount
            
            
            9
            
            
            
            8
            
            
            
            27
            
            
            
            25Net
      periodic benefit cost
            
            $
            5
            
            
            $
            52
            
            
            $
            15
            
            
            $
            157





Concurrent
contributed $16,000 and $47,000 to its German subsidiary’s defined benefit plan
during the three and nine months ended March 31, 2008, respectively, and expects
to make similar contributions during the remaining quarter of fiscal
2008.  Concurrent contributed $16,000 and $52,000 to its German
subsidiary’s defined benefit plan during the three and nine months ended March
31, 2007, respectively.


13
 Table of Contents


Concurrent
Computer Corporation


Notes
to Condensed Consolidated Financial Statements (Continued)








Concurrent
maintains a retirement savings plan, available to U.S. employees, which
qualifies as a defined contribution plan under Section 401(k) of the Internal
Revenue Code.  During the three months ended March 31, 2008 and 2007,
Concurrent contributed $131,000 and $159,000 to this plan,
respectively.  During the nine months ended March 31, 2008 and 2007,
Concurrent contributed $373,000 and $313,000 to this plan,
respectively.





Concurrent
also maintains a defined contribution plan (“Stakeholder Plan”) for its U.K.
based employees.  Concurrent has agreements with certain of its U.K.
based employees to make supplementary contributions to the Stakeholder Plan over
the next three years, contingent upon their continued employment with
Concurrent.  During the three months ended March 31, 2008 and 2007,
Concurrent contributed $115,000 and $149,000 to the Stakeholder Plan,
respectively.  During the nine months ended March 31, 2008 and 2007,
Concurrent contributed $354,000 and $487,000 to this plan,
respectively.





14.
            Commitments
      and Contingencies





Concurrent,
from time to time, is involved in litigation incidental to the conduct of its
business.  Concurrent believes that such pending litigation will not
have a material adverse effect on Concurrent’s results of operations or
financial condition.





Concurrent
enters into agreements in the ordinary course of business with customers that
often require Concurrent to defend and/or indemnify the other party against
intellectual property infringement claims brought by a third party with respect
to Concurrent’s products. For example, Concurrent was notified that certain of
its customers have been sued by the following companies regarding the listed
patents:





Asserting
      Party
            
            Jurisdiction
            
            Patents
      at IssueAcacia
      Media Technologies, Corp.
            
            U.S.
      District Court Northern
              District
      of California
            
            U.S.
      Patent Nos. 5,132,992, 5,253,275, 5,550,863,
      6,002,720, and 6,144,702U.S.A
      Video Inc.
            
            U.S.
      District Court Eastern
              District
      of Texas
            
            U.S.
      Patent No. 5,130,792Vtran
      Media Technologies, LLC
            
            U.S.
      District Court Eastern
              District
      of Texas
            
            U.S.
      Patent Nos. 4,890,320 and 4,995,078





Some of
these customers have requested indemnification under their agreements with
Concurrent.  Concurrent continues to review its potential obligations
under its indemnification agreements with these customers and the indemnity
obligations to these customers from other vendors that also provided systems and
services to these customers.  From time to time, Concurrent also
indemnifies customers and business partners for damages, losses and liabilities
they may suffer or incur relating to personal injury, personal property damage,
product liability, and environmental claims relating to the use of Concurrent’s
products and services or resulting from the acts or omissions of Concurrent, its
employees, authorized agents or subcontractors.  To date, Concurrent
has not encountered material costs as a result of such obligations and has not
accrued any material liabilities related to such indemnifications in the
financial statements under FIN No. 45, “Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others.”  The maximum potential amount of future payments that
Concurrent could be required to make is unlimited.





Pursuant
to the terms of the employment agreements with the executive officers of
Concurrent, employment may be terminated by either Concurrent or the respective
executive officer at any time.  In the event the executive officer
voluntarily resigns (except as described below) or is terminated for cause,
compensation under the employment agreement will end.  In the event an
agreement is terminated by Concurrent without cause or in certain circumstances
constructively by Concurrent, the terminated employee will receive severance
compensation for a period from 6 to 12 months, depending on the officer, in an
annualized amount equal to the respective employee's base salary then in
effect.  At March 31, 2008, the maximum contingent liability under
these agreements is $1,550,000.  Concurrent’s employment agreements
with certain of its officers contain certain offset provisions, as defined in
their respective agreements.


14
 Table of Contents


Concurrent
Computer Corporation


Notes
to Condensed Consolidated Financial Statements (Continued)








15.
            Subsequent
      Event





On April
8, 2008, the Board of Directors of Concurrent accepted the resignation of T.
Gary Trimm, the Chief Executive Officer (“CEO”) of Concurrent effective April
23, 2008.  Mr. Trimm also resigned his position as a director of
Concurrent effective April 23, 2008.





On April
8, 2008, the Board appointed Dan Mondor, age 52, as the CEO of Concurrent
effective immediately upon the resignation of Mr. Trimm.  Mr. Mondor
will also serve as a director of Concurrent.  Mr. Mondor was most
recently with Mitel Networks, Inc. (“Mitel”), where he served as president from
2007 to 2008.  Prior to joining Mitel, Mr. Mondor was with Nortel
Networks Corp. (“Nortel”) from 1990 to 2007 where he served in various
capacities, concluding his service as vice president of
solutions.


15
 Table of Contents


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





The
following Management’s Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the Condensed
Consolidated Financial Statements and the related Notes thereto which appear
elsewhere herein.  Except for the historical financial information,
many of the matters discussed in this Item 2 may be considered “forward-looking”
statements that reflect our plans, estimates and beliefs.  Actual
results could differ materially from those discussed in the forward-looking
statements.  Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in the “Cautionary
Note regarding Forward-Looking Statements,” elsewhere herein and in other
filings made with the Securities and Exchange Commission.





Overview





The
on-demand market has a limited number of customers, a number of well-financed
competitors, and requires significant research and development
expenditures.  As a result, competition is significant within the
on-demand business.  During the third quarter of our fiscal 2008,
Comcast notified us that our MediaHawk video platform was not approved for
future deployments and that our existing deployed on-demand systems would be
removed from service within their cable markets during calendar year
2008.  This customer accounted for a nominal portion of our on-demand
system product sales over the past few years.  This customer’s
decision may have an adverse impact on future maintenance and support service
revenue, but we expect that this decision will not impact sales of our
Everstream products to this customer.  Additionally, during the third
quarter of our fiscal 2008, Cox Communications entered into a multi-year product
purchase and licensing agreement with us, with the intention of deploying our
on-demand systems to all of its markets.





Webelieve we
are better positioned with new products than in previous
periods.  Further, our Everstream subsidiary is continuing to gain
subscribers and introduce new and innovative software products that address the
traditional on-demand market as well as new markets such as satellite, audience
measurement, advanced advertising, and IPTV.  We cannot assure the
timing or success of any of these initiatives.





We have
commenced a process to better achieve value out of our targeted advertising
patent portfolio.  We are in the midst of this process and believe
that it may have a positive impact on our business and/or balance
sheet.  However, we cannot assure the success of this
initiative.





Our
real-time software initiatives have not come to fruition as quickly as
expected.  Sales of our software-only real-time operating system to
financial customers have been less successful and slower to finalize than
anticipated.  Further, our relationship with Novell has not generated
the revenue that we expected and is being terminated.  We are taking
steps to independently achieve success in this market, while continuing to work
with Novell, but we cannot assure the success of any of these
initiatives.





We will
continue to review and realign our cost structure as needed, balanced with
investing in the business to increase revenues.   If we are not
able to successfully execute our business plans to achieve profitability or
execute other strategic alternatives, we may experience deterioration of our
liquidity position.   In addition, unless and until our revenue
increases and stabilizes, we could use cash from operating activities on an
annual basis.





Other
trends in our business are detailed in our Annual Report on Form 10-K for the
year ended June 30, 2007 filed with the Securities and Exchange Commission
(“SEC”) on August 31, 2007.





Recent
Events





On April
8, 2008, our Board of Directors accepted the resignation of T. Gary Trimm, our
Chief Executive Officer (“CEO”), effective April 23, 2008.  Mr. Trimm
also resigned his position as a director of the Concurrent effective April 23,
2008.


16
 Table of Contents


On April
8, 2008, our Board appointed Dan Mondor, age 52, as the CEO of Concurrent
effective immediately upon the resignation of Mr. Trimm.  Mr. Mondor
will also serve as a director of Concurrent.  Mr. Mondor was most
recently with Mitel Networks, Inc. (“Mitel”), where he served as president from
2007 to 2008.  Prior to joining Mitel, Mr. Mondor was with Nortel
Networks Corp. (“Nortel”) from 1990 to 2007 where he served in various
capacities, concluding his service as vice president of solutions.





Application
of Critical Accounting Policies





The SEC
defines “critical accounting policies” as those that require application of
management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain and may change in subsequent periods.  For a complete
description of our critical accounting policies, please refer to the
“Application of Critical Accounting Policies” in our most recent Annual Report
on Form 10-K for the year ended June 30, 2007 filed with the SEC on August 31,
2007.





Selected
Operating Data as a Percentage of Total Revenue





The
following table sets forth selected operating data as a percentage of total
revenue, unless otherwise indicated, for certain items in our consolidated
statements of operations for the periods indicated.





Three
      Months Ended
            
            
            Nine
      Months EndedMarch
      31,
            
            
            March
      31,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues:
            
            (Unaudited)
            
            
            (Unaudited)Product
            
            
            68.5
            %
            
            
            65.0
            %
            
            
            62.0
            %
            
            
            65.6
            %Service
            
            
            31.5
            
            
            
            35.0
            
            
            
            38.0
            
            
            
            34.4Total
      revenues
            
            
            100.0
            
            
            
            100.0
            
            
            
            100.0
            
            
            
            100.0Cost
      of sales (% of respective sales category):Product
            
            
            45.3
            
            
            
            55.2
            
            
            
            49.6
            
            
            
            57.0Service
            
            
            45.2
            
            
            
            44.0
            
            
            
            40.7
            
            
            
            47.4Total
      cost of sales
            
            
            45.3
            
            
            
            51.2
            
            
            
            46.2
            
            
            
            53.7Gross
      margin
            
            
            54.7
            
            
            
            48.8
            
            
            
            53.8
            
            
            
            46.3Operating
      expenses:Sales
      and marketing
            
            
            20.2
            
            
            
            21.9
            
            
            
            21.5
            
            
            
            24.9Research
      and development
            
            
            21.8
            
            
            
            28.4
            
            
            
            23.4
            
            
            
            27.8General
      and administrative
            
            
            12.4
            
            
            
            15.5
            
            
            
            13.8
            
            
            
            16.1Total
      operating expenses
            
            
            54.4
            
            
            
            65.8
            
            
            
            58.7
            
            
            
            68.8Operating
      income (loss)
            
            
            0.3
            
            
            
            (17.0
            )
            
            
            (4.9
            )
            
            
            (22.5
            )Gain
      on arbitration settlement, net
            
            
            -
            
            
            
            -
            
            
            
            3.6
            
            
            
            -Recovery
      of minority investment, net
            
            
            -
            
            
            
            -
            
            
            
            2.7
            
            
            
            -Interest
      income (expense) - net
            
            
            0.9
            
            
            
            0.2
            
            
            
            1.1
            
            
            
            (0.1
            )Other
      income (expense) - net
            
            
            0.5
            
            
            
            (0.2
            )
            
            
            0.3
            
            
            
            (0.3
            )Income
      (loss) before income taxes
            
            
            1.7
            
            
            
            (17.0
            )
            
            
            2.8
            
            
            
            (22.9
            )Provision
      (benefit) for income taxes
            
            
            0.1
            
            
            
            1.9
            
            
            
            0.4
            
            
            
            1.0Net
      income (loss)
            
            
            1.6
            %
            
            
            (18.9
            )%
            
            
            2.4
            %
            
            
            (23.9
            )%


17
 Table of Contents


Results
of Operations





The three months ended March 31,
2008 compared to the three months ended March 31, 2007





Three
      Months EndedMarch
      31,(Dollars
      in Thousands)
            
            2008
            
            
            2007
            
            
            $
      Change
            
            
            %
      ChangeProduct
      revenues
            
            $
            13,279
            
            
            $
            10,492
            
            
            $
            2,787
            
            
            
            26.6
            %Service
      revenues
            
            
            6,095
            
            
            
            5,656
            
            
            
            439
            
            
            
            7.8
            %Total
      revenues
            
            
            19,374
            
            
            
            16,148
            
            
            
            3,226
            
            
            
            20.0
            %Product
      cost of sales
            
            
            6,022
            
            
            
            5,788
            
            
            
            234
            
            
            
            4.0
            %Service
      cost of sales
            
            
            2,753
            
            
            
            2,487
            
            
            
            266
            
            
            
            10.7
            %Total
      cost of sales
            
            
            8,775
            
            
            
            8,275
            
            
            
            500
            
            
            
            6.0
            %Product
      gross margin
            
            
            7,257
            
            
            
            4,704
            
            
            
            2,553
            
            
            
            54.3
            %Service
      gross margin
            
            
            3,342
            
            
            
            3,169
            
            
            
            173
            
            
            
            5.5
            %Total
      gross margin
            
            
            10,599
            
            
            
            7,873
            
            
            
            2,726
            
            
            
            34.6
            %Operating
      expenses:Sales
      and marketing
            
            
            3,923
            
            
            
            3,539
            
            
            
            384
            
            
            
            10.9
            %Research
      and development
            
            
            4,214
            
            
            
            4,587
            
            
            
            (373
            )
            
            
            (8.1
            %)General
      and administrative
            
            
            2,406
            
            
            
            2,506
            
            
            
            (100
            )
            
            
            (4.0
            %)Total
      operating expenses
            
            
            10,543
            
            
            
            10,632
            
            
            
            (89
            )
            
            
            (0.8
            %)Operating
      income (loss)
            
            
            56
            
            
            
            (2,759
            )
            
            
            2,815
            
            
            NM
            
            (1
            )Interest
      income - net
            
            
            174
            
            
            
            27
            
            
            
            147
            
            
            
            544.4
            %Other
      income (expense) - net
            
            
            91
            
            
            
            (34
            )
            
            
            125
            
            
            NM
            
            (1
            )Income
      (loss) before income taxes
            
            
            321
            
            
            
            (2,766
            )
            
            
            3,087
            
            
            NM
            
            (1
            )Provision
      for income taxes
            
            
            20
            
            
            
            310
            
            
            
            (290
            )
            
            
            (93.5
            %)
            (1
            )Net
      income (loss)
            
            $
            301
            
            
            $
            (3,076
            )
            
            $
            3,377
            
            
            NM
            
            (1
            )(1)
      NM denotes percentage is not meaningful





Product
Sales.  Total product sales for the three months ended March
31, 2008 were $13.3 million, an increase of approximately $2.8 million, or
26.6%, from $10.5 million for the three months ended March 31,
2007.  The increase in product sales resulted from the $1.5 million,
or 20.5%, increase in on-demand product sales to $8.6 million in the three
months ended March 31, 2008, from $7.1 million in the three months ended March
31, 2007.  The increase in on-demand product revenue resulted from a
$3.3 million increase in North American on-demand product revenue in the three
months ended March 31, 2008, compared to the same period of the prior
year.  The increase in North American on-demand revenue was primarily
due to several existing cable company customers upgrading their systems to our
latest generation technology and/or expanding their systems to handle greater
simultaneous usage of on-demand services.  Partially offsetting this
increase, on-demand product sales in the Asia/Pacific region decreased
approximately $1.8 million during the three months ended March 31, 2008,
compared to the same period of the prior year, due to prior year revenues from a
Japanese cable distributor for a custom web client project that did not recur in
the current year.  Fluctuation in on-demand revenue is often due to
the fact that a significant percentage of revenue is attributable to periodic
large purchases by a small base of large customers.


18
 Table of Contents


Additionally,
real-time product sales increased approximately $1.3 million, or 39.3%, to $4.7
million in the three months ended March 31, 2008 from $3.4 million in the three
months ended March 31, 2007.  This increase was due to a $1.4 million
increase in real-time sales in Europe and Asia.  The increase in
international real-time sales resulted from an increase in government and
defense contractor customer orders for iHawk and Imagen systems in both Europe
and Asia during the three months ended March 31, 2008, compared to the same
period in the prior year.  This increase was primarily due to timing
of orders in Europe and Asia during the three months ended March 31, 2008 and we
may not generate the same level of international real-time revenue levels in
subsequent quarters.





Service
Revenue.Total service revenue for the three months ended
March 31, 2008 was $6.1 million, an increase of approximately $0.4 million, or
7.8%, from $5.7 million for the three months ended March 31,
2007.  Service revenue associated with on-demand products increased
$0.3 million, or 8.2%, as we continue to expand our base of on-demand market
deployments and data collection and reporting software that requires maintenance
and support services.  We expect that service revenue for on-demand
products may continue to grow at a diminishing rate in future quarters as new,
less expensive products replace older products currently under service
contracts.





The
increase in on-demand service revenues was accompanied by approximately a $0.1
million, or 7.1%, increase in service revenue related to real-time
products.  We believe service revenue associated with real-time
products is beginning to stabilize.  For years we have experienced a
steady decline in real-time service revenues, as our legacy systems have been
removed from service and, to a lesser extent, from customers purchasing our new
products that produce significantly less service revenue.  The
remaining legacy systems are currently being removed from service at a slower
rate, and additional maintenance on our newer real-time systems and software
continue to grow with the related expanding base of products and
software.  We expect real-time service revenues to remain somewhat
level over the next twelve months, but to ultimately decline further, partially
offset by newer system service, as additional legacy systems continue to be
removed from service.





Product Gross
Margin.  Product gross margin was $7.3 million for the three
months ended March 31, 2008, an increase of approximately $2.6 million, or
54.3%, from $4.7 million for the three months ended March 31,
2007.  Product gross margin as a percentage of product revenue
increased to 54.7% in the three months ended March 31, 2008 from 44.8% in the
three months ended March 31, 2007.  Product gross margins, as a
percentage of product revenue, increased primarily due to a favorable real-time
product mix, as well as technological advances in our systems allowing us to
utilize less hardware per system, coupled with a lower fixed component of labor
and overhead and our ability to purchase product components at lower prices
during the three months ended March 31, 2008, compared to the same period in the
prior year.





Service Gross
Margin.  The gross margin on service revenue increased
approximately $0.2 million, or 5.5%, to $3.3 million, or 54.8% of service
revenue in the three months ended March 31, 2008 from $3.2 million, or 56.0% of
service revenue in the three months ended March 31, 2007.  The
increase in service margins was primarily due to additional maintenance revenue
generated from our expanding customer base.  We expect to maintain
similar or slightly higher service margins as we continue to expand our support
revenue base and manage costs related to our maintenance and support
infrastructure.





Sales and
Marketing.Sales and marketing expenses increased
approximately $0.4 million, or 10.9% to $3.9 million in the three months ended
March 31, 2008 from $3.5 million in the three months ended March 31,
2007.  Sales and marketing expenses increased primarily due to a $0.3
million increase in commission and other incentive compensation generated by an
increase in sales in the three months ended March 31, 2008, compared to the same
period in the prior year.





Research and
Development.Research and development expenses decreased
approximately $0.4 million, or 8.1%, to approximately $4.2 million in the three
months ended March 31, 2008 from $4.6 million in the three months ended March
31, 2007.  Decreasing research and development expenses were primarily
due to the fact that we incurred $0.2 million less in depreciation expense
related to development and test equipment in the three months ended March 31,
2008, compared to the same period in the prior year, as a result of a downward
trend in capital expenditures for development and test equipment over the past
few years.  The decrease in research and development expenses was
further attributable to a $0.1 million reduction in lease costs during the three
months ended March 31, 2008, compared to the same period in the prior year, due
to relocating our UK development team to a smaller and less expensive office
during the current fiscal year.


19
 Table of Contents


General and
Administrative.General and administrative expenses remained
relatively flat, decreasing $0.1 million, or 4.0%, to $2.4 million in the three
months ended March 31, 2008, from $2.5 million in the three months ended March
31, 2007. This decrease in general and administrative expenses resulted from a
$0.1 million reduction in international salaries, wages and benefits in the
three months ended March 31, 2008, compared to the prior year, as part of our
business plan to reduce operating costs going forward.  Additionally,
insurance expense decreased by $0.1 million in the three months ended March 31,
2008, compared to the same period of the prior year, due to our ability to
obtain more favorable insurance pricing in the current
year.  Partially offsetting these general and administrative cost
reductions, during the three months ended March 31, 2008 we incurred
approximately $0.2 million of severance charges for termination of part of our
administrative workforce in Australia and North America as part of our business
plan to reduce operating costs going forward.





Interest Income,
Net.  During the three months ended March 31, 2008, interest
income, net of interest expense, increased $0.1 million, compared to the same
period in the prior year, due to an increase in cash.  This increase
in cash resulted from proceeds generated by our private placement during the
fourth quarter of the prior fiscal year and due to positive cash flow from
operations during the twelve months ended March 31, 2008.





Provision for Income
Taxes.We recorded income tax expense for our domestic and
foreign subsidiaries of less than $0.1 million in the three months ended March
31, 2008.  We recorded an income tax expense of $0.3 million for our
domestic and foreign subsidiaries in the three months ended March 31,
2007.  Income tax expense for each of the three months ended March 31,
2008 and 2007 was primarily attributable to income earned in foreign locations
that cannot be offset by net operating loss carryforwards.





Net Income
(Loss).The net income for the three months ended March 31,
2008 was $0.3 million or $0.00 per basic and diluted share compared to a net
loss for the three months ended March 31, 2007 of $3.1 million or $0.04 per
basic and diluted share.


20
 Table of Contents


The nine months ended March 31, 2008
compared to the nine months ended March 31, 2007





Nine
      Months EndedMarch
      31,(Dollars
      in Thousands)
            
            2008
            
            
            2007
            
            
            $
      Change
            
            
            %
      ChangeProduct
      revenues
            
            $
            33,011
            
            
            $
            31,509
            
            
            $
            1,502
            
            
            
            4.8
            %Service
      revenues
            
            
            20,196
            
            
            
            16,554
            
            
            
            3,642
            
            
            
            22.0
            %Total
      revenues
            
            
            53,207
            
            
            
            48,063
            
            
            
            5,144
            
            
            
            10.7
            %Product
      cost of sales
            
            
            16,384
            
            
            
            17,974
            
            
            
            (1,590
            )
            
            
            (8.8
            %)Service
      cost of sales
            
            
            8,210
            
            
            
            7,847
            
            
            
            363
            
            
            
            4.6
            %Total
      cost of sales
            
            
            24,594
            
            
            
            25,821
            
            
            
            (1,227
            )
            
            
            (4.8
            %)Product
      gross margin
            
            
            16,627
            
            
            
            13,535
            
            
            
            3,092
            
            
            
            22.8
            %Service
      gross margin
            
            
            11,986
            
            
            
            8,707
            
            
            
            3,279
            
            
            
            37.7
            %Total
      gross margin
            
            
            28,613
            
            
            
            22,242
            
            
            
            6,371
            
            
            
            28.6
            %Operating
      expenses:Sales
      and marketing
            
            
            11,437
            
            
            
            11,985
            
            
            
            (548
            )
            
            
            (4.6
            %)Research
      and development
            
            
            12,445
            
            
            
            13,346
            
            
            
            (901
            )
            
            
            (6.8
            %)General
      and administrative
            
            
            7,319
            
            
            
            7,751
            
            
            
            (432
            )
            
            
            (5.6
            %)Total
      operating expenses
            
            
            31,201
            
            
            
            33,082
            
            
            
            (1,881
            )
            
            
            (5.7
            %)Operating
      loss
            
            
            (2,588
            )
            
            
            (10,840
            )
            
            
            8,252
            
            
            
            (76.1
            %)Gain
      on arbitration settlement, net
            
            
            1,900
            
            
            
            -
            
            
            
            1,900
            
            
            NM
            
            (1
            )Recovery
      of minority investment, net
            
            
            1,415
            
            
            
            -
            
            
            
            1,415
            
            
            NM
            
            (1
            )Interest
      income - net
            
            
            575
            
            
            
            (31
            )
            
            
            606
            
            
            NM
            
            (1
            )Other
      expense - net
            
            
            169
            
            
            
            (127
            )
            
            
            296
            
            
            NM
            
            (1
            )Income
      (loss) before income taxes
            
            
            1,471
            
            
            
            (10,998
            )
            
            
            12,469
            
            
            NM
            
            (1
            )Provision
      for income taxes
            
            
            195
            
            
            
            461
            
            
            
            (266
            )
            
            
            (57.7
            %)Net
      income (loss)
            
            $
            1,276
            
            
            $
            (11,459
            )
            
            $
            12,735
            
            
            NM
            
            (1
            )(1)
      NM denotes percentage is not meaningful





Product
Sales.  Total product sales for the nine months ended March 31,
2008 were $33.0 million, an increase of approximately $1.5 million, or 4.8%,
from $31.5 million for the nine months ended March 31, 2007.  The
increase in product sales resulted from the $2.3 million, or 20.1%, increase in
real-time product sales to $13.6 million in the nine months ended March 31,
2008, from $11.3 million in the nine months ended March 31,
2007.  Sales of real-time systems increased primarily due to delivery
of several simulation and image generator systems to defense contract and
automotive industry customers in North America, Europe, and Asia, compared to
the same period in the prior year.





Partially
offsetting the increase in real-time product sales, on-demand product sales
decreased approximately $0.8 million, or 3.8%, to $19.4 million in the nine
months ended March 31, 2008 from $20.2 million in the nine months ended March
31, 2007.   Decreasing on-demand product sales resulted primarily
from prior year sales to a Japanese cable distributor for a custom web client
project that did not recur in the current year.  Fluctuation in
on-demand revenue is often due to the fact that a significant percentage of
revenue is attributable to periodic large purchases by a small base of large
customers.


21
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Service
Revenue.Total service revenue for the nine months ended March
31, 2008 was $20.2 million, an increase of approximately $3.6 million, or 22.0%,
from $16.6 million for the nine months ended March 31, 2007.  Service
revenue associated with on-demand products increased $2.9 million, or 32.1%, as
we continued to expand our base of on-demand market deployments and data
collection and reporting software that requires maintenance and support
services.  Also, during the nine months ended March 31, 2008 we
recognized additional maintenance and support revenue related to customers for
whom we provided service and support during the first half of calendar year
2007, but that was not recognized until collectibility was reasonably assured
during the nine months ended March 31, 2008.    We expect
that service revenue for on-demand products may continue to grow at a
diminishing rate in future quarters as new, less expensive products replace
older products currently under service contracts.





The
increase in on-demand service revenues was accompanied by a $0.7 million, or
9.7%, increase in service revenue related to real-time products.  We
believe service revenue associated with real-time products is beginning to
stabilize.  For years we have experienced a steady decline in
real-time service revenues, as our legacy systems have been removed from service
and, to a lesser extent, from customers purchasing our new products that produce
significantly less service revenue.  The remaining legacy systems are
currently being removed from service at a slower rate, and additional
maintenance on our newer real-time systems and software continue to grow with
the related expanding base of products and software.  We expect
real-time service revenues to remain somewhat level over the next twelve months,
but that these revenues will ultimately decline further, partially offset by
newer system service, as additional legacy systems continue to be removed from
service.





Product Gross
Margin.  Product gross margin was $16.6 million for the nine
months ended March 31, 2008, an increase of approximately $3.1 million, or
22.8%, from $13.5 million for the nine months ended March 31,
2007.  Product gross margin as a percentage of product revenue
increased to 50.4% in the nine months ended March 31, 2008 from 43.0% in the
nine months ended March 31, 2007.  Product gross margins, as a
percentage of product revenue, increased primarily due to a favorable real-time
product mix, as well as technological advances in our systems allowing us to
utilize less hardware per system, coupled with a lower fixed component of labor
and overhead and our ability to purchase product components at lower prices
during the nine months ended March 31, 2008, compared to the same period in the
prior year.





Service Gross
Margin.  The gross margin on service revenue increased
approximately $3.3 million, or 37.7%, to $12.0 million, or 59.3% of service
revenue in the nine months ended March 31, 2008 from $8.7 million, or 52.6% of
service revenue in the nine months ended March 31, 2007.  The increase
in service margins was primarily due to the fact that we recognized additional
maintenance and support revenue related to customers for whom we provided
service and support during the first half of calendar year 2007, but that was
not recognized until collectibility was reasonably assured during the nine
months ended March 31, 2008, as well as from additional maintenance revenue
generated from our expanding customer base.  Improved margins were
further attributable to service cost of sales increasing at a much lower rate
than service revenue for the nine months ended March 31, 2008, compared to the
same period in the prior year, as we have focused on managing costs of the
infrastructure that is necessary to fulfill service and support provided for our
products.  We expect to maintain similar or slightly lower service
margins as we continue to expand our support revenue base and manage costs
related to our maintenance and support infrastructure.





Sales and
Marketing.Sales and marketing expenses decreased
approximately $0.5 million, or 4.6% to $11.4 million in the nine months ended
March 31, 2008 from $12.0 million in the nine months ended March 31,
2007.  The decrease in sales and marketing expense resulted from a
reduction of our worldwide sales and marketing workforce in the prior fiscal
year, which resulted in a $0.8 million decrease in worldwide sales and marketing
salaries, wages and benefits in the nine months ended March 31, 2008, compared
to the same period of the prior year. These cost reductions are part of our
business plan and expense reduction initiatives to achieve
profitability.  Partially offsetting lower costs from our reduced
worldwide sales and marketing workforce, commission and other incentive
compensation increased by $0.2 million due to an increase in sales during the
nine months ended March 31, 2008, compared to the same period in the prior
year.


22
 Table of Contents


Research and
Development.Research and development expenses decreased
approximately $0.9 million, or 6.8%, to $12.4 million in the nine months ended
March 31, 2008 from $13.3 million in the nine months ended March 31,
2007.  Research and development expenses decreased primarily because
we incurred $0.6 million less in depreciation expense related to development and
test equipment in the nine months ended March 31, 2008, compared to the same
period in the prior year, as a result of a downward trend in capital
expenditures for development and test equipment over the past few
years.  The decrease in research and development expenses was further
attributable to a $0.2 million reduction in lease costs during the nine months
ended March 31, 2008, compared to the same period in the prior year, due to
moving our UK development team to a less expensive office during the current
fiscal year.





General and
Administrative.General and administrative expenses decreased
approximately $0.4 million, or 5.6%, to $7.3 million in the nine months ended
March 31, 2008, from $7.8 million in the nine months ended March 31, 2007. This
decrease in general and administrative expenses resulted from a prior year $0.4
million severance charge for our chief operating officer, who was terminated in
the nine months ended March 31, 2007 and, pursuant to his employment agreement,
received one year of severance equal to the value of his salary and
benefits.  Additionally, insurance expense decreased by $0.4 million
in the nine months ended March 31, 2008, compared to the same period of the
prior year, due to our ability to obtain more favorable insurance pricing in the
current year.  Partially offsetting these general and administrative
cost reductions, during the nine months ended March 31, 2008 we incurred
approximately $0.3 million of severance charges for termination of part of our
administrative workforce in Europe, Australia and North America as part of our
business plan to reduce operating costs going forward.  Furthermore,
we incurred approximately $0.2 million of additional share-based compensation
expense, primarily due to issuance of additional stock options during the
year.





Gain on Arbitration Settlement,
Net.  In August 2007, we reached an agreement with Vicor, Inc.
(“Vicor”) a supplier of ours, to settle the claims in the pending arbitration
between the two parties, in exchange for a full release.  In the
arbitration, we alleged that in 2002 and 2003 we experienced high failure rates
in our MediaHawk 2000 and 3000 series on-demand servers as a result of defective
power converters manufactured by Vicor.  We asserted claims for breach
of contract and fraud.  Our alleged damages consisted of material and
labor costs associated with the replacement of the defective parts, internal
engineering costs, loss of market share, and attorney fees, as well as exemplary
damages.  We settled for approximately $2.4 million, from which
approximately $0.5 million of attorney fees were deducted and we received the
net proceeds of $1.9 million in the nine months ended March 31,
2008.  We do not anticipate any further proceeds from this
settlement.





Recovery of Minority Investment,
Net.  In fiscal year 2003, we recorded a $13.0 million net
impairment charge due to an “other-than-temporary” decline in the market value
of an equity investment in Thirdspace Living Limited
(“Thirdspace”).  At the end of fiscal year 2003, Thirdspace was sold
to Alcatel Telecom Ltd. and placed into liquidation.  The liquidation
of Thirdspace assets resulted in a recovery for us of $3.1 million of our
previously impaired investment, in aggregate, during fiscal year
2004.  Thirdspace’s only significant remaining asset subsequent to the
aforementioned transactions was a right to 40% of amounts recovered by nCube
Corporation (“nCube”), now part of Arris Group, Inc., if any, from the lawsuit
brought by nCube against SeaChange International, Inc., alleging patent
infringement.  On January 9, 2006, the U.S. Court of Appeals for the
Federal Circuit affirmed the lower court’s decision in favor of
nCube.  On September 28, 2007, nCube, Alcatel and Concurrent agreed
upon the terms of distributing this Thirdspace asset and we received $1.4
million of net proceeds from the settlement of Thirdspace’s remaining
asset.  Consistent with previous recoveries of the impaired Thirdspace
investment, we recorded the $1.4 million as a “Recovery of minority investment”
within the Statement of Operations during the nine months ended March 31,
2008.  We do not anticipate further proceeds related to the
liquidation of Thirdspace.  As part of the arrangement with nCube and
Alcatel, we also eliminated transferability concerns regarding our license to
U.S. patent numbers 5,805,804 and 5,623,595.  The agreement provides
that licenses to these patents may be transferred to an acquirer of Concurrent
or Concurrent’s on-demand business, so long as the acquirer has not been
formally identified as an Alcatel target.





Interest Income,
Net.  During the nine months ended March 31, 2008, interest
income, net of interest expense, increased $0.6 million, compared to the same
period in the prior year, due to an increase in cash.  This increase
in cash resulted from proceeds generated by our private placement during the
fourth quarter of the prior fiscal year and due to positive cash flow from
operations during the twelve months ended March 31, 2008.





Provision for Income
Taxes.We recorded income tax expense for our domestic and
foreign subsidiaries of $0.2 million in the nine months ended March 31,
2008.  We recorded income tax expense of $0.5 million for our domestic
and foreign subsidiaries in the nine months ended March 31,
2007.  Income tax expense for the nine months ended March 31, 2008 and
2007 was primarily attributable to income earned in foreign locations that
cannot be offset by net operating loss carryforwards.


23
 Table of Contents


Net Income
(Loss).The net income for the nine months ended March 31,
2008 was $1.3 million or $0.02 per basic and diluted share compared to a net
loss for the nine months ended March 31, 2007, 2006 of $(11.5) million or
$(0.16) per basic and diluted share.





Liquidity
and Capital Resources





Our
liquidity is dependent on many factors, including sales volume, operating profit
and the efficiency of asset use and turnover.  Our future liquidity
will be affected by, among other things:





·
            the
      rate of growth or decline, if any, of on-demand market expansions and the
      pace at which domestic and international cable companies and telephone
      companies implement on-demand
technology;




·
            the
      rate of growth or decline, 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, including advanced
      advertising and other to be identified
  initiatives;




·
            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 typically occur 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.







Uses
and Sources of Cash





We
generated $3.9 million of cash from operating activities during the nine months
ended March 31, 2008 compared to using $3.3 million of cash from operating
activities during the nine months ended March 31, 2007.  The operating
cash inflow was primarily attributable to improved operating results and $1.9
million of net cash proceeds received from an arbitration settlement with a
supplier that we alleged had previously provided defective parts used in certain
of our products.  We do not anticipate further cash proceeds related
to this settlement.  Prior period cash usage resulted primarily from
operating losses.





During
the nine months ended March 31, 2008, we received $1.4 million of net cash
proceeds from the monetization of remaining assets of Thirdspace, an entity that
we purchased a minority interest in during fiscal 2002, and that was
subsequently liquidated.   We do not anticipate further cash
proceeds related to the liquidation of Thirdspace.





We
invested $1.5 million in property, plant and equipment during the nine months
ended March 31, 2008 compared to $2.1 million during the nine months ended March
31, 2007.  Capital additions during each of these periods related
primarily to product development and testing equipment, as well as leasehold
improvements during the nine months ended March 31, 2008.  We expect
capital additions to continue at a level comparable to the current year levels,
during the remainder of this fiscal year.


24
 Table of Contents


On
December 19, 2007, we entered into a First Amendment (“Amendment”) to our
Amended and Restated Loan and Security Agreement (the “Credit Agreement”) with
Silicon Valley Bank (the “Bank”), which amends certain terms of the existing
Credit Agreement.  The Amendment extends the maturity date of the
Credit Agreement from December 23, 2008 to July 1, 2009.  The
Amendment also resets the Minimum Tangible Net Worth covenant requirement
from $15.2 million as of September 30, 2007, under the previous terms, to $10.0
million as of December 31, 2007.  At all times after December 31,
2007, the minimum tangible net worth requirement shall increase by 50% of
quarterly net income and 50% of issuances of equity, net of issuance costs, and
the principal amount of any subordinated debt.  As of March 31, 2008,
the minimum tangible net worth was $10.2 million.  The Amendment also
allows us to utilize all of our operating accounts with the Bank to meet our
required monthly average balance of not less than $1.0 million in
deposits.





The
Credit Agreement provides for a $10.0 million revolving credit line with a
borrowing base dependent upon our outstanding North American accounts receivable
(the “Revolver”) and is secured by substantially all of our
assets.   In addition to the minimum tangible net worth
requirement, the Credit Agreement contains additional financial covenants,
including a required adjusted quick ratio (the ratio of cash and accounts
receivable to current liabilities (less the current portion of deferred
revenue)) of at least 1.25 to 1.00 and customary restrictive covenants
concerning the Company’s operations.    As of March 31,
2008, we were in compliance with these covenants as our tangible net worth was
$26.1 million and our adjusted quick ratio was 3.15 to 1.00.





The
interest amount is based upon the amount advanced and the rate varies based upon
our accounts receivable and the amount of cash in excess of debt.  The
interest rate on the Revolver was 5.75% as of March 31, 2008. The outstanding
principal amount plus all accrued but unpaid interest is payable in full at the
expiration of the credit facility.  During the nine months ended March
31, 2008, we had net repayments of $0.1 million, consisting of borrowings of
$0.3 million and repayments of $0.4 million, of the outstanding balance of this
Revolver.  Based on the borrowing formula and our financial position
as of March 31, 2008, approximately $9.9 million was available to us under the
Revolver.  As of March 31, 2008, $0.9 million was drawn under the
Revolver, resulting in $9.0 million of remaining available funds under the
Revolver.





At March
31, 2008, we had working capital (current assets, less current liabilities) of
$26.8 million and had no material commitments for capital expenditures compared
to working capital of $22.2 million at June 30, 2007.  We believe that
existing cash balances will be sufficient to meet our anticipated working
capital and capital expenditure requirements for the next twelve
months.  However, unless and until our revenue increases and
stabilizes, it is possible that we could use cash from operating
activities.





Off-Balance
Sheet Arrangements





We enter
into agreements in the ordinary course of business with customers, resellers,
distributors, integrators and suppliers that often require us to defend and/or
indemnify the other party against intellectual property infringement claims
brought by a third party with respect to our products.  We evaluate
estimated losses for such indemnifications under SFAS No. 5,“Accounting for
Contingencies”, as interpreted by FASB Interpretation No. (“FIN”) 45,
“Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others.” We consider factors such as the
degree of probability of an unfavorable outcome and the ability to make a
reasonable estimate of the amount of loss. To date, we have not encountered
material costs as a result of such obligations and have not accrued any material
liabilities related to such indemnifications in our financial
statements.





Contractual
Obligations and Commercial Commitments





Our
contractual obligations and commercial commitments are disclosed in our Annual
Report on Form 10-K for the year ended June 30, 2007. There have been no
material changes to our contractual obligations and commercial commitments
during the nine months ended March 31, 2008.


25
 Table of Contents


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS





Certain
statements made or incorporated by reference in this release may constitute
“forward-looking statements” within the meaning of the federal securities
laws.  When used or incorporated by reference in this release, the
words “believes,” “expects,” “estimates,” “anticipates,” and similar
expressions, are intended to identify forward-looking
statements.  Statements regarding future events and developments, our
future performance, market share, and new market growth, as well as our
expectations, beliefs, plans, estimates, or projections relating to the future,
are forward-looking statements within the meaning of these
laws.  Examples of our forward-looking statements in this report
include, but are not limited to, our pricing trends, our expected cash position,
our expectations of on-demand service revenue flattening or decreasing, our
expectations of market share and growth, the impact of interest rate changes and
fluctuation in currency exchange rates, our sufficiency of cash, the impact of
litigation, and our previous historical trend of declining real-time service
revenue.  These statements are based on beliefs and assumptions of
Concurrent’s management, which are based on currently available
information.  All forward-looking statements are subject to certain
risks and uncertainties that could cause actual events to differ materially from
those projected.  The risks and uncertainties which could affect our
financial condition or results of operations include, without limitation:
availability of video-on-demand (“VOD”) content; delays or cancellations of
customer orders; changes in product demand; economic conditions; our ability to
satisfy the financial covenants in the credit agreement; various inventory risks
due to changes in market conditions; uncertainties relating to the development
and ownership of intellectual property; uncertainties relating to our ability
and the ability of other companies to enforce their intellectual property
rights; the pricing and availability of equipment, materials and inventories;
the concentration of our customers; failure to effectively manage change; delays
in testing and introductions of new products;  rapid technology
changes; system errors or failures; reliance on a limited number of suppliers
and failure of components provided by those suppliers; uncertainties associated
with international business activities, including foreign regulations, trade
controls, taxes, and currency fluctuations; the impact of  competition
on the pricing of VOD products; failure to effectively service the installed
base; the entry of new well-capitalized competitors into our markets; the
success of new on-demand and real-time products; the availability of Linux
software in light of issues raised by SCO Group; the success of our
relationships with Alcatel-Lucent and Novell; capital spending patterns by a
limited customer base; the possible delisting of our shares of common stock from
the Nasdaq Global Market; integration of our new CEO; privacy concerns over data
collection; and the availability of debt or equity financing to support our
liquidity needs if cash flow does not improve.





Other
important risk factors are discussed in our Annual Report on Form 10-K for the
fiscal year ended June 30, 2007, and in our Quarterly Report on Form 10-Q for
the three and six months ended December 31, 2007.





Our
forward-looking statements are based on current expectations and speak only as
of the date of such statements.  We undertake no obligation to
publicly update or revise any forward-looking statement, whether as a result of
future events, new information or otherwise.





Item 3.
            Quantitative
      and Qualitative Disclosures About Market
Risk





We are
exposed to market risk from changes in interest rates and foreign currency
exchange rates.  We are exposed to the impact of interest rate changes
on our short-term cash investments and bank loans.  Short-term cash
investments are in money market funds consisting of commercial paper, corporate
bonds and other investments, all with tier-one or better credit ratings, and all
of which have weighted average maturities of three months or less, providing
daily liquidity.  These short-term investments carry a degree of
interest rate risk.  Bank loans include a variable rate
Revolver.  We believe that the impact of a 10% increase or decrease in
interest rates would not be material to our investment income and interest
expense from bank loans.





We
conduct business in the United States and around the world.  Our most
significant foreign currency transaction exposure relates to the United Kingdom,
those Western European countries that use the Euro as a common currency,
Australia, and Japan.  We do not hedge against fluctuations in
exchange rates and believe that a 10% upward or downward fluctuation in foreign
currency exchange rates relative to the United States dollar would not have a
material impact on future earnings, fair values, or cash flows.





Item 4.
            Controls
      and Procedures





As
required by Securities and Exchange Commission rules, we have evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report.  This
evaluation was carried out under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer.  Based on this evaluation, these officers have
concluded that the design and operation of our disclosure controls and
procedures are effective.  There were no significant changes to our
internal control over financial reporting during the period covered by this
report that materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.


26
 Table of Contents


Disclosure controls and procedures are our controls andother
procedures designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act are recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission’s rules and forms.  Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by us in the
reports that we file under the Exchange Act are accumulated and communicated to
our management, including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required
disclosure.





Part
      II
            Other
      Information





Item 1.
            Legal
      Proceedings





From time
to time, we may be involved in litigation relating to claims arising out of our
ordinary course of business.  We are not presently involved in any
material litigation.  Material developments concerning legal
proceedings occurring in previous quarters of our fiscal year 2008 are detailed
in our Form 10-Q for the quarter ended September 30, 2007, filed with the
Securities and Exchange Commission on November 2, 2007.





Item 6.
            Exhibits





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 (No. 000-13150)).




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 (No.
  000-13150)).




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
      (No. 000-13150)).




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 (No.
000-13150)).




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 (No.
      000-13150)).




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 (No.
      000-13150)).




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 (No.
  000-13150)).




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 (No.
      000-13150)).




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 (No.
      000-13150)).




10.1
            First
      Amendment to Amended and Restated Loan and Security Agreement
      (incorporated by reference to the Registrant’s Current Report on Form 8-K
      filed on December 20, 2007 (No.
000-13150)).




10.2
            Separation
      Agreement, dated April 8, 2008, between Concurrent Computer Corporation
      and T. Gary Trimm (incorporated by reference to the Registrant’s Current
      Report on Form 8-K filed on April 9, 2008 (No.
  000-13150)).




10.3
            Employment
      Agreement, dated April 8, 2008, between Concurrent Computer Corporation
      and Dan Mondor (incorporated by reference to the Registrant’s Current
      Report on Form 8-K filed on April 9, 2008 (No.
  000-13150)).




11.1*
            Statement
      Regarding Computation of Per Share
Earnings.  27
 Table of Contents




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.







*
                  Data
      required by Statement of Financial Accounting Standards No. 128, “Earnings
      per Share,” is provided in the Notes to the condensed consolidated
      financial statements in this
report.





**
                  Filed
      herewith.


28
 Table of Contents


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.








Date:  May
      2, 2008
            CONCURRENT
      COMPUTER CORPORATIONBy:
            /s/
      Emory O. BerryEmory
      O. BerryChief
      Financial Officer(Principal
      Financial and Accounting Officer)


29
 Table of Contents


Exhibit
Index





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 (No. 000-13150)).




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 (No.
  000-13150)).




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
      (No. 000-13150)).




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 (No.
000-13150)).




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 (No.
      000-13150)).




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 (No.
  000-13150)).




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 (No.
      000-13150)).




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 (No.
      000-13150)).




10.1
            First
      Amendment to Amended and Restated Loan and Security Agreement
      (incorporated by reference to the Registrant’s Current Report on Form 8-K
      filed on December 20, 2007 (No.
000-13150)).




10.2
            Separation
      Agreement, dated April 8, 2008, between Concurrent Computer Corporation
      and T. Gary Trimm (incorporated by reference to the Registrant’s Current
      Report on Form 8-K filed on April 9, 2008 (No.
  000-13150)).




10.3
            Employment
      Agreement, dated April 8, 2008, between Concurrent Computer Corporation
      and Dan Mondor (incorporated by reference to the Registrant’s Current
      Report on Form 8-K filed on April 9, 2008 (No.
  000-13150)).




11.1*
            Statement
      Regarding Computation of Per Share
Earnings.




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.







*
              Data
      required by Statement of Financial Accounting Standards No. 128, “Earnings
      per Share,” is provided in the Notes to the condensed consolidated
      financial statements in this
report.





**
              Filed
      herewith.






30