UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 20152016

 

or

 

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

 

For the transition period from __________ to __________

 

Commission File Number: 000-13150001-37706

 

 

 

CONCURRENT COMPUTER CORPORATION

(Exact name of registrant as specified in its charter)

 

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

 

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

(Address of principal executive offices) (Zip Code)

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)

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    þNo    ¨

Yes   þ            No   ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes    þNo    ¨

Yes   þ            No   ¨

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”,filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨ Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if smaller reporting company) Smaller reporting company  þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes    þNo    ¨

Yes   þ            No   ¨

 

Number of shares of the Registrant's Common Stock, par value $0.01 per share, outstanding as of November 9, 201511, 2016 was 9,206,593.9,895,740

 

 

 

 

Concurrent Computer Corporation

Form 10-Q

For the Three Months Ended September 30, 20152016

 

Table of Contents

 

  Page
 Part I – Financial Information 
   
Item 1.Condensed Consolidated Financial Statements 
   
 Condensed Consolidated Balance Sheets (Unaudited)2
   
 Condensed Consolidated Statements of Operations (Unaudited)3
   
 Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)4
   
 Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)5
   
 Condensed Consolidated Statements of Cash Flows (Unaudited)6
   
 Notes to Condensed Consolidated Financial Statements (Unaudited)7
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations2322
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk2932
   
Item 4.Controls and Procedures3032
   
 Part II – Other Information 
   
Item 1.Legal Proceedings3133
   
Item 1A.Risk Factors3133
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds3133
   
Item 3.Defaults Upon Senior Securities3133
   
Item 4.Mine Safety Disclosures3133
   
Item 5.Other Information3133
   
Item 6.Exhibits3234

 

1


Part I -Financial Information

 

Item 1.   Condensed Consolidated Financial Statements

 

Concurrent Computer Corporation

Condensed Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

 

 September 30, 2015  June 30, 2015  September 30, 2016  June 30, 2016 
 (Unaudited)     (Unaudited)    
ASSETS                
Current assets:                
Cash and cash equivalents $24,462  $25,451  $19,269  $20,268 
Accounts receivable, net of allowance for doubtful accounts of $13 and $18 at September 30, 2015 and June 30, 2015, respectively  10,427   10,174 
Accounts receivable, net of allowance for doubtful accounts of $56 and $55 at September 30, 2016 and June 30, 2016, respectively  10,453   15,104 
Inventories  2,963   3,428   2,699   3,495 
Deferred income taxes - current, net  1,060   1,422 
Prepaid expenses and other current assets  1,910   738   1,421   1,061 
Total current assets  40,822   41,213   33,842   39,928 
                
Property and equipment, net  2,779   2,448   3,057   3,061 
Deferred income taxes, net  13,257   12,618   941   924 
Other long-term assets, net  1,350   1,501   1,374   1,323 
Total assets $58,208  $57,780  $39,214  $45,236 
                
LIABILITIES AND STOCKHOLDERS' EQUITY                
Current liabilities:                
Accounts payable and accrued expenses $6,163  $6,320  $7,360  $9,191 
Deferred revenue  6,834   8,362   8,024   8,126 
Total current liabilities  12,997   14,682   15,384   17,317 
                
Long-term liabilities:                
Deferred revenue  1,518   1,658   884   1,168 
Pension liability  3,251   3,189   3,774   3,720 
Other long-term liabilities  1,711   1,694   2,095   2,033 
Total liabilities  19,477   21,223   22,137   24,238 
                
Commitments and contingencies (Note 17)                
                
Stockholders' equity:                
Shares of series preferred stock, par value $.01; 1,250,000 authorized; none issued  -   - 
Shares of series preferred stock, par value $0.01; 1,250,000 authorized; none issued  -   - 
Shares of class A preferred stock, par value $100; 20,000 authorized; none issued  -   -   -   - 
Shares of common stock, par value $.01; 14,000,000 authorized; 9,167,992 and 9,136,793 issued and outstanding at September 30, 2015 and June 30, 2015, respectively  92   91 
Shares of series B junior participating preferred stock, par value $0.01; 14,000 authorized; none issued  -   - 
Shares of common stock, par value $0.01; 14,000,000 authorized; 9,248,403 and 9,218,093 issued and outstanding at September 30, 2016 and June 30, 2016, respectively  92   92 
Capital in excess of par value  210,373   210,207   211,213   210,971 
Accumulated deficit  (171,491)  (173,595)  (193,350)  (189,265)
Treasury stock, at cost; 37,788 shares  (255)  (255)  (255)  (255)
Accumulated other comprehensive income (loss)  12   109   (623)  (545)
Total stockholders' equity  38,731   36,557   17,077   20,998 
Total liabilities and stockholders' equity $58,208  $57,780  $39,214  $45,236 

 

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

 

2

 

 

Concurrent Computer Corporation

Condensed Consolidated STATEMENTS OF OPERATIONS(Unaudited)

(Amounts in thousands, except share and per share data)

 

  Three Months Ended September 30, 
  2016  2015 
Revenues:        
Product $7,859  $8,494 
Service  5,257   4,857 
Total revenues  13,116   13,351 
         
Cost of sales:        
Product  3,790   3,453 
Service  2,143   2,041 
Total cost of sales  5,933   5,494 
Gross margin  7,183   7,857 
         
Operating expenses:        
Sales and marketing  4,475   3,394 
Research and development  3,307   3,837 
General and administrative  2,344   1,778 
Gain on sale of product line, net  -   (4,116)
Total operating expenses  10,126   4,893 
Operating income (loss)  (2,943)  2,964 
         
Interest income  27   3 
Interest expense  (3)  - 
Other income, net  119   123 
Income (loss) before income taxes  (2,800)  3,090 
         
Provision (benefit) for income taxes  128   (117)
Net income (loss) $(2,928) $3,207 
         
Net income (loss) per share        
Basic $(0.32) $0.35 
Diluted $(0.32) $0.35 
Weighted average shares outstanding - basic  9,189,343   9,112,891 
Weighted average shares outstanding - diluted  9,189,343   9,176,877 
         
Cash dividends declared per common share $0.12  $0.12 

 

  Three Months Ended September 30, 
  2015  2014 
Revenues:        
Product $8,494  $12,478 
Service  4,857   5,062 
Total revenues  13,351   17,540 
         
Cost of sales:        
Product  3,453   5,540 
Service  2,041   2,302 
Total cost of sales  5,494   7,842 
Gross margin  7,857   9,698 
         
Operating expenses:        
Sales and marketing  3,394   3,966 
Research and development  3,837   3,268 
General and administrative  1,778   1,954 
Gain on sale of product line, net  (4,116)  - 
Gain on sale of intangible assets, net  -   (339)
Total operating expenses  4,893   8,849 
Operating income  2,964   849 
         
Interest income  3   4 
Interest expense  -   (1)
Other income (expense), net  123   (288)
Income before income taxes  3,090   564 
         
Provision (benefit) for income taxes  (117)  177 
Net income $3,207  $387 
         
Net income per share        
Basic $0.35  $0.04 
Diluted $0.35  $0.04 
Weighted average shares outstanding - basic  9,112,891   8,989,751 
Weighted average shares outstanding - diluted  9,176,877   9,115,365 
         
Cash dividends declared per common share $0.12  $0.12 

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


Concurrent Computer Corporation

Condensed Consolidated STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(Unaudited)

(Amounts in thousands)

  Three Months Ended September 30, 
  2016  2015 
       
Net income (loss) $(2,928) $3,207 
         
Other comprehensive income (loss):        
Foreign currency translation adjustment  (75)  (94)
Pension and post-retirement benefits, net of tax  (3)  (3)
Other comprehensive loss  (78)  (97)
         
Comprehensive income (loss) $(3,006) $3,110 

 

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

 

3

4 

Concurrent Computer Corporation

Condensed Consolidated STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(Unaudited)

(Amounts in thousands)

  Three Months Ended September 30, 
  2015  2014 
       
Net income $3,207  $387 
         
Other comprehensive income (loss):        
Foreign currency translation adjustment  (94)  211 
Pension and post-retirement benefits, net of tax  (3)  10 
Other comprehensive income (loss)  (97)  221 
         
Comprehensive income $3,110  $608 

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

4

 

 

CONCURRENT COMPUTER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY(Unaudited)

For the three month period ended September 30, 20152016

(Amounts in thousands, except share data)

 

              Accumulated          
  Common Stock  Capital In     Other          
     Par  Excess Of  Accumulated  Comprehensive  Treasury Stock    
  Shares  Value  Par Value  Deficit  Income (Loss)  Shares  Cost  Total 
                         
Balance at June 30, 2015  9,136,793  $91  $210,207  $(173,595) $109   (37,788) $(255) $36,557 
Dividends declared              (1,146)              (1,146)
Dividends forfeited with restricted stock forfeitures              43               43 
Share-based compensation expense          167                   167 
Lapse of restriction on restricted stock  31,199   1   (1)                  - 
Other comprehensive income (loss), net of taxes:                                
Net income              3,207               3,207 
Foreign currency translation adjustment                  (94)          (94)
Pension plan                  (3)          (3)
Total comprehensive loss                              3,110 
Balance at September 30, 2015  9,167,992  $92  $210,373  $(171,491) $12   (37,788) $(255) $38,731 

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

5

Concurrent Computer Corporation

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

(Amounts in thousands)

  Three Months Ended
September 30,
 
  2015  2014 
       
Cash flows provided by (used in) operating activities:        
Net income $3,207  $387 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization  431   420 
Share-based compensation  167   226 
Deferred income taxes, net  (257)  - 
Provision for excess and obsolete inventories  23   91 
Foreign currency exchange (gains) losses  (120)  303 
Other non-cash expenses  -   (4)
Gain on sale of product line, net  (4,116)  - 
Gain on sale of intangible assets, net  -   (339)
Decrease (increase) in assets:        
Accounts receivable  (219)  (1,621)
Inventories  499   105 
Prepaid expenses and other current assets  (510)  (230)
Other long-term assets  (63)  (110)
Increase (decrease) in liabilities:        
Accounts payable and accrued expenses  (667)  (1,132)
Deferred revenue  (571)  1,299 
Pension and other long-term liabilities  51   15 
Net cash used in operating activities  (2,145)  (590)
         
Cash flows provided by (used in) investing activities:        
Additions to property and equipment  (448)  (282)
Purchase of domain name  (35)  - 
Proceeds from sale of product line  2,750   - 
Proceeds from sale of intangible assets  -   301 
Net cash provided by investing activities  2,267   19 
         
Cash flows used in financing activities:        
Dividends paid  (1,143)  (1,190)
Net cash used in financing activities  (1,143)  (1,190)
         
Effect of exchange rates on cash and cash equivalents  32   (91)
         
Decrease in cash and cash equivalents  (989)  (1,852)
Cash and cash equivalents - beginning of year  25,451   28,074 
Cash and cash equivalents - end of year $24,462  $26,222 
         
Cash paid during the period for:        
Interest $1  $2 
Income taxes (net of refunds) $225  $398 
  Common Stock  Capital In     Accumulated
Other
          
     Par  Excess Of  Accumulated  Comprehensive  Treasury Stock    
  Shares  Value  Par Value  Deficit  Income (Loss)  Shares  Cost  Total 
                         
Balance at June 30, 2016  9,218,093  $92  $210,971  $(189,265) $(545)  (37,788) $(255) $20,998 
Dividends declared              (1,182)              (1,182)
Dividends forfeited with restricted stock forfeitures              25               25 
Share-based compensation expense          242                   242 
Lapse of restriction on restricted stock  30,310   -   -                   - 
Other comprehensive income (loss), net of taxes:                                
Net loss              (2,928)              (2,928)
Foreign currency translation adjustment                  (75)          (75)
Pension plan                  (3)          (3)
Total comprehensive income (loss)                              (3,006)
Balance at September 30, 2016  9,248,403  $92  $211,213  $(193,350) $(623)  (37,788) $(255) $17,077 

 

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

 

6

 

 

Concurrent Computer Corporation

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

(Amounts in thousands)

  Three Months Ended
September 30,
 
  2016  2015 
       
Cash flows provided by (used in) operating activities:        
Net income (loss) $(2,928) $3,207 
Adjustments to reconcile net income (loss) to net cash  provided by operating activities:        
Depreciation and amortization  458   431 
Share-based compensation  242   167 
Deferred income taxes, net  -   (257)
Provision for excess and obsolete inventories  110   23 
Foreign currency exchange gains  (104)  (120)
Gain on sale of product line, net  -   (4,116)
Decrease (increase) in assets:        
Accounts receivable  4,676   (219)
Inventories  768   499 
Prepaid expenses and other current assets  (354)  (510)
Other long-term assets  (105)  (63)
Increase (decrease) in liabilities:        
Accounts payable and accrued expenses  (1,973)  (667)
Deferred revenue  (415)  (571)
Pension and other long-term liabilities  55   51 
Net cash provided by (used in) operating activities  430   (2,145)
         
Cash flows provided by (used in) investing activities:        
Additions to property and equipment  (347)  (448)
Purchase of domain name  -   (35)
Proceeds from sale of product line  -   2,750 
Net cash provided by (used in) investing activities  (347)  2,267 
         
Cash flows used in financing activities:        
Dividends paid  (1,142)  (1,143)
Net cash used in financing activities  (1,142)  (1,143)
         
Effect of exchange rates on cash and cash equivalents  60   32 
         
Decrease in cash and cash equivalents  (999)  (989)
Cash and cash equivalents - beginning of period  20,268   25,451 
Cash and cash equivalents - end of period $19,269  $24,462 
         
Cash paid during the period for:        
Interest $1  $1 
Income taxes (net of refunds) $500  $225 

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


Concurrent Computer Corporation

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

(Amounts in thousands, except for share and per share data)

 

1.Overview of Business and Basis of Presentation

 

References herein to “Concurrent,” the “Company,” “we,” “our,” or “us” refer to Concurrent Computer Corporation and its subsidiaries unless the context specifically indicates otherwise.

 

We provide software, hardware and professional services for the content delivery market, storage solutions market and the high-performance, real-time market. Our business is comprisedEffective July 1, 2016, we changed the way our chief operating decision maker views our operating results by providing more discrete segment financial information. As a result, our reportable operating segments now consist of two segments for financial reporting purposes, productsContent Delivery and services, which we provide for each of these markets.Real-Time.

 

Our content delivery solutions consist of software, hardware and services for intelligently streaming video content to a variety of consumer devices and storing and managing content in the network. Our streaming video and storage products and services are deployed by service providers to support consumer-facing video services including live broadcast video, video-on-demand and time-shifted video applications such as cloud-based digital video recording. In September 2015,fiscal year 2016, we soldintroduced Aquari™, our multi-screen video analyticsnew unified scale-out storage solutions product line for collecting and analyzing data related to our content delivery applications (see Note 6 –Sale of Product Line).customers.

 

Our real-time solutions consist of real-time Linux® operating system versions, development and performance optimization tools, simulation software and other system software combined, in many cases, with computer platforms and services. These real-time products are sold to a wide variety of companies seeking high performance, real-time computer solutions in the military,defense, aerospace, financial and automotive markets around the world.

 

The June 30, 2015accompanying unaudited condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to applicable rules and regulations. In the opinion of management, all adjustments of a normal recurring nature which were considered necessary for fair presentation have been included. The year-end condensed consolidated balance sheet data as of June 30, 2016 was derived from audited consolidated financial statements but doesdo not include all disclosures required by accounting principles generally accepted in the U.S. (“U.S. GAAP”). Our condensed consolidated interim financial statements are unaudited and reflect all adjustments (consisting of only normal recurring adjustments) that are, in the opinion of management, necessary for a fair statement of our consolidated financial position, consolidatedGAAP. The results of operations and consolidated cash flows at the dates and for the periods indicated.three months ended September 30, 2016 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 20152016 filed with the Securities and Exchange Commission (“SEC”)SEC on August 26, 2015.30, 2016.

 

There have been no changes to our Significant Accounting Policies as disclosed in Note 2 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2015.2016. 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.

 

Smaller Reporting Company

 

We meet the SEC’s definition of a “Smaller Reporting Company,” and therefore qualify for the SEC’s reduced disclosure requirements for smaller reporting companies.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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.

 

7

 

 

Concurrent Computer Corporation

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

 

2.Immaterial Restatement of Previously Issued Financial Statements and Reclassification

Subsequent to the issuance of our fiscal year 2015 consolidated financial statements, we identified an error relating to the grant of 120,000 restricted stock awards (“RSAs”) to our president and chief executive officer (“CEO”) upon his commencement of employment in November 2014 (see Note 18 – Subsequent Events). Because the grant was determined to be non-compliant under the terms of the 2011 Stock Incentive Plan (the “Plan”) under which it was granted, in October 2015, the grant was retroactively rescinded. As a result of this error, stock compensation expense was overstated by $249 ($156 net of the related income tax effect of $93) and $44 of related accrued dividends were overstated for the year ended June 30, 2015. Since the grant occurred in the second quarter of the year ended June 30, 2015, there is no impact of this error on the three months ended September 30, 2014. The accompanying condensed consolidated balance sheet as of June 30, 2015 has been corrected for the effect of this error. The effects of this error correction on other periods in the year ended June 30, 2015 will be reflected prospectively. We have evaluated the effects of this misstatement for the year ended June 30, 2015, and the previously presented interim periods, and concluded that these periods are not materially misstated.

The impact of this misstatement on our previously issued condensed consolidated balance sheet as of June 30, 2015 is presented below:

  Consolidated Balance Sheet as of June 30, 2015 
  As
Previously
Reported
  Adjustments  As
Restated
 
          
ASSETS            
Current assets:            
Cash and cash equivalents $25,451      $25,451 
Accounts receivable, net  10,174       10,174 
Inventories  3,428       3,428 
Deferred income taxes - current, net  1,422       1,422 
Prepaid expenses and other current assets  738       738 
Total current assets  41,213   -   41,213 
             
Property and equipment, net  2,448       2,448 
Deferred income taxes, net  12,711   (93)  12,618 
Other long-term assets, net  1,501       1,501 
Total assets $57,873  $(93) $57,780 
             
LIABILITIES AND STOCKHOLDERS' EQUITY            
Current liabilities:            
Accounts payable and accrued expenses $6,342  $(22) $6,320 
Deferred revenue  8,362       8,362 
Total current liabilities  14,704   (22)  14,682 
             
Long-term liabilities:            
Deferred revenue  1,658       1,658 
Pension liability  3,189       3,189 
Other long-term liabilities  1,716   (22)  1,694 
Total liabilities  21,267   (44)  21,223 
             
Commitments and contingencies            
             
Stockholders' equity:            
Shares of series preferred stock, par value $.01  -       - 
Shares of class A preferred stock, par value $100  -       - 
Common stock, par value $.01  91       91 
Capital in excess of par value  210,456   (249)  210,207 
Accumulated deficit  (173,795)  200   (173,595)
Treasury stock, at cost  (255)      (255)
Accumulated other comprehensive income (loss)  109       109 
Total stockholders' equity  36,606   (49)  36,557 
Total liabilities and stockholders' equity $57,873  $(93) $57,780 

8

Concurrent Computer Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

Subsequent to the issuance of our fiscal year 2014 consolidated financial statements, we identified an error in the consolidated statements of cash flows relating to the presentation of spare parts purchases used to support our obligations under customer contracts. Cash outflows of $106 for the three months ended September 30, 2014 were improperly classified as investing activities rather than as operating activities in our condensed consolidated statements of cash flows. We have evaluated the effects of these misstatements for this period and concluded that this period is not materially misstated. Notwithstanding, we have corrected the accompanying condensed consolidated cash flow presentation for the three months ended September 30, 2014.

The impact of this misstatement on our previously issued condensed consolidated statements of cash flows for the three months ended September 30, 2014 is presented below:

  Consolidated Statements of Cash Flows
for the Three months Ended Ended September 30, 2014
 
  As
Previously
Reported
  Adjustments  As
Restated
 
          
Depreciation and amortization $501  $(81) $420 
Provision for excess and obsolete inventories  10   81   91 
Other long-term assets, net  (4)  (106)  (110)
All other operating activities, net  (991)  -   (991)
Net cash provided by (used in) operating activities $(484) $(106) $(590)
             
Additions to property and equipment $(388) $106  $(282)
All other investing activities, net  301   -   301 
Net cash Provided by (used in) investing activities $(87) $106  $19 

The notes to the condensed consolidated financial statements have been corrected to give effect to the above items.

Reclassification

Certain prior year amounts in the consolidated financial statements have been reclassified to conform to the current year presentation. Specifically, we have reclassified our intangible assets, net with balances of $139 and $323 into other long-term assets, net in our consolidated balance sheets as of September 30, 2015 and June 30, 2015, respectively. Intangible assets at September 30, 2015 includes an internet domain name (www.concurrent.com) acquired during the three months ended September 30, 2015 for $35. The domain name is considered an indefinite-lived intangible asset and is not amortizable.

Additionally, amortization expense related to finite-lived intangible assets was $36 and $46 for the three months ended September 30, 2015 and 2014, respectively.

3.Recent Accounting Guidance

 

Recently Adopted Accounting Guidance

 

In April 2014,2015, the FASBFinancial Accounting Standards Board (“FASB”) issued ASU No. 2014-08,2015-05,Presentation of Financial Statements (Topic 205)Intangibles – Goodwill and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an EntityOther – Internal-Use Software (Subtopic 350-40) (“(“ASU 2014-08”2015-05”). ASU 2014-08 requires thatThe pronouncement was issued to provide guidance concerning accounting for fees in a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. ASU 2014-08 also expands the disclosure requirements for discontinued operations and adds new disclosures for individually significant dispositions that do not qualify as discontinued operations. ASU 2014-08cloud computing arrangement. The pronouncement was effective for us beginningon July 1, 2015.2016, and we adopted the guidance prospectively. The adoption of ASU 2014-08 was considered in regards to the sale2015-05 did not have a significant impact on our multi-screen video analytics product line in September 2015 (see Note 6 – Sale of Product Line).consolidated financial statements.

 

9

Concurrent Computer Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

Recent Accounting Guidance Not Yet Adopted

 

In May 2014, the FASB issued ASU No. 2014-09,Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), as part of its ongoing efforts to assist in the convergence of U.S. GAAP and International Financial Reporting Standards, the FASB issued a new standard related to revenue recognition. Under ASU 2014-09, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In July 2015, the FASB agreed to deferissued ASU No. 2015-14,Revenue from Contracts with Customers (Topic 606):Deferral of the EffectiveDate and deferred the original effective date of ASU 2014-09 by one year, and asyear. As a result, ASU 2014-09 will be effective for us beginning July 1, 2018. Early adoption is not permitted. Additionally, in March 2016, the FASB issued ASU No. 2016-08,Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU  2016-08”); in April 2016, the FASB issued ASU No. 2016-10,Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); and in May 2016, the FASB issued ASU No. 2016-12,Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), all of which provide additional clarification on certain topics addressed in ASU 2014-09. ASU 2016-08, ASU 2016-10 and ASU 2016-12 follow the same implementation guidelines as ASU 2014-09 and ASU 2015-14. We anticipate that ASU 2014-09 and its related standards may have a material impact, and we are currently evaluating the impact this standardthese standards will have on our consolidated financial statements.

 

In August 2014, the FASB issued ASU No. 2014-15,Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. ASU 2014-15 requires management to perform interim period and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect ASU 2014-15 to have a material impact on our consolidated financial statements or disclosures.


Concurrent Computer Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

 

In July 2015, the FASB issued ASU No. 2015-11,Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”). This amendment requires that an entity measure its inventory at the “lower of cost and net realizable value.” Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Current literature requires measurement of inventory at “lower of cost or market.” Market could be replacement cost, net realizable value, or net realizable value less an approximate normal profit margin. ASU 2015-11 applies to all entities and is effective for annual periods beginning after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect ASU 2015-11 to have a material impact on our consolidated financial statements or disclosures.

 

In February 2016, the FASB issued ASU No. 2016-02,Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires a lessee to recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09,Compensation – Stock Compensation (Topic 718):Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 provides for simplification of certain aspects of employee share-based payment accounting including income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. Early adoption is permitted, including adoption in an interim period. We do not expect ASU 2016-09 to have a material impact on our consolidated financial statements or disclosures.

In August 2016, the FASB issued ASU 2016-15,Clarification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The amendments in this update should be applied retrospectively to all periods presented, unless deemed impracticable, in which case, prospective application is permitted. We do not expect ASU 2016-15 to have a material impact on our consolidated financial statements or disclosures.

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

 

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during each year. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares including dilutive common share equivalents. Under the treasury stock method, 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. Common share equivalents of 127,190342,361 and 103,437127,190 for the three months ended September 30, 20152016 and 2014,2015, respectively, were excluded from the calculation as their effect was anti-dilutive.

 

10

The following table presents a reconciliation of the numerators and denominators of basic and diluted net income per share for the periods indicated:

 

  Three Months Ended
September 30,
 
  2016  2015 
    
Basic and diluted EPS calculation:        
Net income (loss) $(2,928) $3,207 
         
Basic weighted average number of shares outstanding  9,189,343   9,112,891 
Effect of dilutive securities:        
Employee stock options  -   - 
Restricted shares  -   63,821 
         
Diluted weighted average number of shares outstanding  9,189,343   9,176,712 
Basic EPS $(0.32) $0.35 
Diluted EPS $(0.32) $0.35 


 

Concurrent Computer Corporation

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

 

The following table presents a reconciliation of the numerators and denominators of basic and diluted net income per share for the periods indicated:

  Three Months Ended
September 30,
 
  2015  2014 
    
Basic and diluted EPS calculation:        
Net income $3,207  $387 
         
Basic weighted average number of shares outstanding  9,112,891   8,989,751 
Effect of dilutive securities:        
Employee stock options  -   8,722 
Restricted shares  63,821   116,892 
Diluted weighted average number of shares outstanding  9,176,712   9,115,365 
         
Basic EPS $0.35  $0.04 
         
Diluted EPS $0.35  $0.04 

5.4.Fair Value Measurements

 

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly fashion between market participants at the measurementsmeasurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the most advantageous market in which it would transact and assumptions that market participants would use when pricing the asset ofor liability.

 

The Accounting Standards Codification requires certain disclosures around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

 

·Level 1Quoted prices (unadjusted) in active markets for identical assets or liabilities;
·Level 2Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
·Level 3Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.

  

We have money market funds that are highly liquid and have a maturity of three months or less, and as such, are considered cash equivalents and fall within Level 1 of the fair value hierarchy. We have no financial assets that are measured on a recurring basis that fall within Level 2 or Level 3 of the fair value hierarchy.

 

11

Our financial assets that are measured at fair value on a recurring basis as of September 30, 2016 are as follows:

 

  Total
Fair Value
  Quoted
Prices in
Active Markets
(Level 1)
  Observable
Inputs
(Level 2)
  Unobservable
Inputs
(Level 3)
 
Cash $9,206  $9,206  $-  $- 
Money market funds  10,063   10,063   -   - 
Cash and cash equivalents $19,269  $19,269  $-  $- 

Our financial assets that are measured at fair value on a recurring basis as of June 30, 2016 are as follows:

  Total
Fair Value
  Quoted
Prices in
Active Markets
(Level 1)
  Observable
Inputs
(Level 2)
  Unobservable
Inputs
(Level 3)
 
Cash $10,213  $10,213  $-  $- 
Money market funds  10,055   10,055   -   - 
Cash and cash equivalents $20,268  $20,268  $-  $- 

 

Concurrent Computer Corporation

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

 

Our financial assets that are measured at fair value on a recurring basis as of September 30, 2015 are as follows:

  Total
Fair Value
  Quoted
Prices in
Active Markets
(Level 1)
  Observable
Inputs
(Level 2)
  Unobservable
Inputs
(Level 3)
 
             
Cash $14,416  $14,416  $-  $- 
Money market funds  10,046   10,046   -   - 
Cash and cash equivalents $24,462  $24,462  $-  $- 

Our financial assets that are measured at fair value on a recurring basis as of June 30, 2015 are as follows:

  Total
Fair Value
  Quoted
Prices in
Active Markets
(Level 1)
  Observable
Inputs
(Level 2)
  Unobservable
Inputs
(Level 3)
 
             
Cash $15,406  $15,406  $-  $- 
Money market funds  10,045   10,045   -   - 
Cash and cash equivalents $25,451  $25,451  $-  $- 

6.Sale of Product Line

On September 9, 2015, we sold the customer contracts and intellectual property related to our multi-screen video analytics product line for $3,500 pursuant to an Asset Purchase Agreement (“APA”) dated August 31, 2015 with Verimatrix, Inc. (“Verimatrix”), a privately-held video revenue security company based in San Diego, California. The APA includes customary terms and conditions, including provisions that require the Company to indemnify Verimatrix for certain losses that it incurs as a result of a breach by the Company of its representations and warranties in the APA and certain other matters. Proceeds from the sale are payable to the Company as follows: (1) a $2,750 payment to the Company in cash (received on September 10, 2015), (2) a $375 deferred payment which will be paid to the Company by Verimatrix on or before June 30, 2016 (less any portion used to make indemnification payments, if necessary) and (3) $375 placed in escrow which amount will be released to the Company on or before June 30, 2016 (less any portion used to make indemnification payments to Verimatrix after exhaustion of the deferred payment).

The customer contracts and intellectual property sold had a net book value of $188 (which was included in intangible assets, net in our consolidated balance sheet). As a result of the sale, we also included $1,016 (net liability, consisting primarily of unearned deferred revenue) of related assets and liabilities not sold or transferred in the transaction in the calculation of the recorded gain. Additionally, we incurred $212 in legal, accounting and other expenses that would not have been incurred otherwise. As a result, we recorded a net gain of $4,116 in our condensed consolidated statement of operations for the three months ended September 30, 2015.

As noted above, on July 1, 2015, we adopted ASU 2014-08 regarding discontinued operations. As a result, we evaluated the sale of our multi-screen video analytics product line in light of this new standard. We concluded that the sale of our multi-screen video analytics product line in September 2015 was not a “material shift” (as defined in ASU 2014-08) for us and therefore, is not considered a discontinued operation. In accordance with ASU 2014-08, the following information is being provided:

12

Concurrent Computer Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

  Three Months Ended
September 30,
 
  2015  2014 
         
Operating profit (loss) related to multi-screen video analytics product line $1781 $(191)

1Through date of sale on September 9, 2015

7.5.Income Taxes

 

Components of Provision (Benefit) for Income Taxes

 

The domestic and foreign components of income (loss) before the provision (benefit) for income taxes are as follows:

 

  Three Months Ended
September 30,
 
  2015  2014 
       
United States $2,755  $377 
Foreign  335   187 
Income before income taxes  3,090   564 

  Three Months Ended
September 30,
 
  2016  2015 
United States $(3,314) $2,755 
Foreign  514   335 
Income (loss) before income taxes $(2,800) $3,090 

 

We recorded an income tax benefitexpense for our domestic and foreign subsidiaries of $117$128 and an income tax expensebenefit of $177$117 during the three months ended September 30, 20152016 and 2014,2015, respectively. The components of the provision (benefit) for income taxes are as follows:

 

  Three Months Ended
September 30,
 
  2015  2014 
       
United States $(251) $150 
Foreign  134   27 
Provision (benefit) for income taxes $(117) $177 

  Three Months Ended
September 30,
 
  2016  2015 
United States $8  $(251)
Foreign  120   134 
Provision (benefit) for income taxes $128  $(117)

 

For the three months ended September 30, 2016, the domestic tax expense is higher than the prior year due to the full valuation allowance that is now being applied to any tax benefit generated from operating losses. The domestic expense is primarily attributable to interest and penalties on uncertain tax positions and minimum state taxes in a number of jurisdictions for the three months ended September 30, 2016. The foreign tax expense is lower than the prior year primarily due to the release of valuation allowance attributable to the tax impact of the gain on sale of our multi-screen video analytics product line. Any other domestic differences are due to differences in projected(1) lower pretax book income in Japan and permanent book/(2) a reduction in the statutory tax differences between the two periods. The foreign tax expense is higher as compared to the prior year, primarily due to higher Japanese pretax book incomerate in Japan for the three months ended September 30, 2015 as2016, compared to the same period forfrom the prior year.

 

Net Operating Losses

 

As of June 30, 2015,2016, we had U.S. federal net operating loss carryforwards (“NOLs”) of approximately $92,826$89,937 for income tax purposes, of which none expire in fiscal year 2016,2017, and the remainder expire at various dates through 2034.fiscal year 2035. We recently completed an evaluation of the potential effect of Section 382 of the Internal Revenue Code of 1986 (the “Code”) on our ability to utilize these net operating losses. The study concluded that we have not had an ownership change for the period from July 22, 1993 to June 30, 2015.2016. If we experience an ownership change as defined in Section 382 of the Code, our ability to use these NOLs will be substantially limited, which could therefore significantly impair the value of that asset. On March 1, 2016, we adopted a Tax Asset Preservation Plan (“TAPP”) in order to protect the value of our NOLs. At our 2016 Annual Meeting held on October 26, 2016, our shareholders adopted a formal amendment to our certificate of incorporation with terms substantially similar to the TAPP. The TAPP terminated in accordance with its terms on November 3, 2016 concurrent with the effectiveness of the amendment to our certificate of incorporation.

 

As of June 30, 2015,2016, we havehad state NOLs of $52,310$51,346 and foreign NOLs of $28,153.$28,208. The state NOLs expire between fiscal year 20152017 and fiscal year 2035. The foreign NOLs expire according to the rules of each country and have ancountry. Currently, none of the jurisdictions in which the Company has foreign NOLs are subject to expiration due to indefinite carryforward period.periods.


 

13

Concurrent Computer Corporation

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

Valuation Allowance

 

Realization of our deferred tax assets is dependent primarily on the generation of future taxable income. In considering the need for a valuation allowance, we consider our historical and future projected operations along with other positive and negative evidence in assessing if sufficient future taxable income will be generated to use the existing deferred tax assets. The following summarizes our conclusions on the need for a valuation allowance in each jurisdiction as of September 30, 2015:2016:

 

U.S. - For– As of June 30, 2016, we believed the three months endedweight of negative evidence was greater than the existing positive evidence and concluded that it was more-likely-than-not that we would be unable to realize our U.S. net deferred tax assets. As a result, a full valuation allowance was established on our U.S. net deferred tax assets which continue to remain in place as of September 30, 2015,2016. For future periods in which we sold the assets associated with our multi-screen video analytics product line, generatingremain in a gain of $4,116. This realized gain will now allow us to utilize an additional amount offull valuation allowance thatposition, we were unablewould expect our U.S. tax provision expense to consider in our estimate of future earnings at the end of fiscal year 2015. We are recognizing a release of $1,355 of the valuation allowance on federal and state NOLs that will be used to offset this gain. Other than this discrete item in fiscal year 2016, we do not believe that there has been a significant change in our business in the U.S. that would require a reassessment of our conclusion at the end of fiscal year 2015 with regardlimited to the valuation allowance. We will continue to evaluatealternative minimum tax (if applicable) for federal tax purposes, which approximates 2% of earnings before income taxes, state taxes in various jurisdictions, and interest and penalties on our assumptions each quarter regarding the need for a valuation allowance and will make appropriate adjustments as necessary.uncertain tax positions.

 

U.K. - During our fiscal year 2014, a change in U.K. tax law relative to treatment of research and development expenses allowed us to release $214 of valuation allowances against deferred tax assets that we believe are now realizable as a result of the current period tax law change. We believe that in light of this law change, we will now generate sufficient taxable income to fully utilize our net deferred tax assets in the U.K.

 

Japan - Our subsidiary in Japan has a long history of profitable operations, and we continue to project profitability in Japan for the foreseeable future. Therefore, we continue to believe that we will fully realize the net deferred tax assets in Japan, and no valuation allowance is needed.

 

Other Foreign Jurisdictions - We also evaluated the need for a continued full valuation allowance against our foreign deferred tax assets in other jurisdictions. We concluded that a full valuation allowance against our deferred tax assets for other foreign jurisdictions was warranted due to, among other reasons, (i) the realized cumulative accounting losses, (ii) our long history of taxable losses and (iii) our uncertainty with respect to generating future taxable income in the near term given our recently completed projections and other inherent uncertainties in our business.

 

We are beginning to show greater profitability in our German operations. While we continue to have cumulative losses over a 12-quarter period, it is possible that we could become cumulatively profitable over a 12-quarter period in the next 12 to 24 months should profitable operations continue. We will continue to monitor results in Germany to determine if a change in our valuation allowance conclusion is needed.

Each quarter, we assess the total weight of positive and negative evidence and evaluate whether release of all or any portion of the valuation allowance is appropriate. Should we come to the conclusion that a release of our valuation allowances is required, or that additional valuation allowance is required, there could be a significant increase or decrease in net income and earnings per share in the period of release, or the additional valuation allowance, due to the impact on the tax rate.

 

Unrecognized Tax Benefits

 

The Company has evaluated its unrecognized tax benefits and determined that there has not been a material change in the amount of such benefits for the three months ended September 30, 2015.

8.Share-Based Compensation

As of September 30, 2015, we had share-based compensation plans which are described in Note 11 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2015. We recognize stock compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. As of September 30, 2015, we had 89,447 stock options outstanding and 422,303 restricted shares outstanding (after giving effect to the retroactive rescission of 120,000 RSAs previously granted to our CEO as described in Note 2 - Immaterial Restatement of Previously Issued Financial Statements and Reclassification). No stock options were granted, exercised, or cancelled during the three months ended September 30, 2015. We recorded share-based compensation related to the issuance of restricted stock to employees and board members as follows:

2016.

14

Concurrent Computer Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

  Three Months Ended
September 30,
 
  2015  2014 
       
Share-based compensation expense included in the consolidated statement of operations:        
Cost of sales $1  $14 
Sales and marketing  30   40 
Research and development  31   28 
General and administrative  105   144 
Total  167   226 

A summary of the activity of our time-based, service condition restricted shares during the three months ended September 30, 2015, is presented below:

Restricted Stock Awards Shares  Weighted-
Average
Grant Date
Fair Value
 
       
Non-vested at July 1, 2015(1)  250,690  $6.61 
Granted  212,500   4.68 
Vested  (31,199)  5.83 
Forfeited  (15,075)  6.72 
Non-vested at September 30, 2015  416,916  $5.68 

(1)Reflects the retroactive rescission of 120,000 restricted stock awards previously granted to the Company's president and CEO.

During the three months ended September 30, 2015, 20,500 previously granted performance-based restricted shares were forfeited due to a failure to meet performance goals associated with our fiscal year 2015 financial results. A summary of the activity of our performance-based restricted shares during the three months ended September 30, 2015, is presented below:

Performance Stock Awards Shares  Weighted-
Average
Grant Date
Fair Value
 
       
Non-vested at July 1, 2015  25,887  $5.84 
Granted  -   - 
Vested  -   - 
Forfeited  (20,500)  6.93 
Non-vested at September 30, 2015  5,387  $5.14 

15


 

Concurrent Computer Corporation

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

 

9.6.InventoriesShare-Based Compensation

 

Inventories consistAs of September 30, 2016, we had share-based compensation plans which are described in Note 10 of the following:consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2016. We recognize stock compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. As of September 30, 2016, we had 70,509 stock options outstanding and 652,125 restricted shares outstanding. During the three months ended September 30, 2016, no stock options were granted or exercised; however, 13,910 stock options were cancelled. We recorded share-based compensation related to the issuance of restricted stock to employees and board members as follows:

 

  September 30,
2015
  June 30,
2015
 
       
Raw materials $1,138  $1,403 
Work-in-process  266   271 
Finished goods  1,559   1,754 
  $2,963  $3,428 

10.Property and Equipment, net
  Three Months Ended
September 30,
 
  2016  2015 
       
Share-based compensation expense included in the consolidated statement of operations:        
Cost of sales $8  $1 
Sales and marketing  72   30 
Research and development  8   31 
General and administrative  154   105 
Total $242  $167 

 

Property and equipment consistsA summary of the following:activity of our time-based, service condition restricted shares during the three months ended September 30, 2016, is presented below:

  

  September 30,
2015
  June 30,
2015
 
       
Leasehold improvements $2,663  $2,723 
Machinery and equipment  14,556   14,075 
   17,219   16,798 
Less: Accumulated depreciation  (14,440)  (14,350)
  $2,779  $2,448 
Restricted Stock Awards Shares  Weighted-
Average
Grant Date
Fair Value
 
       
Non-vested at July 1, 2016  464,117  $5.39 
Granted  188,000   5.53 
Vested  (30,310)  5.32 
Forfeited  (19,682)  5.72 
Non-vested at September 30, 2016  602,125  $5.43 

In conjunction with the resignation of one of our directors (See Note 17 – Commitments and Contingencies – Board Representation and Standstill Agreement), we accelerated the vesting of 5,400 shares of restricted stock. This acceleration of vesting resulted in stock compensation expense of $27 during the three months ended September 30, 2016.

 

During the three months ended September 30, 2015,2016, we issued 50,000 performance-based restricted shares (“PSAs”) to senior and executive management. The PSAs issued in fiscal year 2016 will be released only if certain company financial performance criteria are achieved over a cumulative three-year performance period. The weighted-average grant date fair value per share for these PSAs was established on the Company wrote-off fully-depreciated property and equipment related todate the salecumulative three-year performance criteria was approved by our Board of its multi-screen video analytics product line with an original cost of $260.

Depreciation expense for property and equipment was $395 and $384 for the three months ended September 30, 2015 and 2014, respectively.

11.Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

  September 30,
2015
  June 30,
2015
 
       
Accounts payable, trade $2,875  $2,682 
Accrued payroll, vacation and other employee expenses  2,066   2,332 
Accrued income taxes  119   23 
Dividend payable  68   71 
Other accrued expenses  1,035   1,212 
  $6,163  $6,320 

Directors (“Board”).

16


 

Concurrent Computer Corporation

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

 

During the three months ended September 30, 2016, 5,387 previously granted performance-based restricted shares were forfeited due to a failure to meet performance goals associated with our fiscal year 2016 financial results. A summary of the activity of our performance-based restricted shares during the three months ended September 30, 2016, is presented below:

Performance Stock Awards Shares  Weighted-
Average
Grant Date
Fair Value
 
       
Non-vested at July 1, 2016  5,387  $5.14 
Granted  50,000   5.49 
Vested  -   - 
Forfeited  (5,387)  5.14 
Non-vested at September 30, 2016  50,000  $5.49 

12.7.Pensions and Other Postretirement Benefits

 

Defined Contribution Plans

 

We maintain a retirement savings plan available to U.S. employees that qualifies as a defined contribution plan under Section 401(k) of the Internal Revenue Code. We match 50% of the first 5% of the participants’ compensation invested by the employee in the 401(k) plan. ForWe made matching contributions of $133 and $124 during the three months ended September 30, 20152016 and 2014, we made matching contributions of $124 and $137,2015, respectively.

 

We also maintain a defined contribution plan (the “Stakeholder Plan”) for our U.K. based employees. The Stakeholder Plan provides for discretionary matching contributions of between 4% and 7% of the employee’s salary. We contributed $14$13 and $13$14 to the Stakeholder Plan for the three months ended September 30, 20152016 and 2014,2015, respectively.

 

Defined Benefit Plans

 

The following table provides the components of net periodic pension cost of our German defined benefit pension plans recognized in earnings for the three months ended September 30, 20152016 and 2014:2015:

 

  Three Months Ended
September 30,
 
  2015  2014 
    
Net Periodic Benefit Cost        
Service cost $-  $- 
Interest cost  24   35 
Expected return on plan assets  (5)  (16)
Recognized actuarial loss  12   11 
Net periodic benefit cost $31  $30 

  Three Months Ended
September 30,
 
  2016  2015 
    
Net Periodic Benefit Cost        
Interest cost $13  $24 
Expected return on plan assets  (4)  (5)
Recognized actuarial loss  20   12 
Net periodic benefit cost $29  $31 

 

We contributed $4 (paid in October 2015) and $6 to our German defined benefit pension plans for each of the three months ended September 30, 2016 and 2015, and 2014, respectively, andrespectively. We expect to make additional, similar, quarterly contributions during the remaining quarters of our fiscal year 2016.

2017.

17


 

Concurrent Computer Corporation

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

 

8.Inventories

Inventories consist of the following:

  September 30,
2016
  June 30,
2016
 
       
Raw materials $1,188  $1,233 
Work-in-process  86   133 
Finished goods  1,425   2,129 
  $2,699  $3,495 

9.Property and Equipment, net

Property and equipment consists of the following:

  September 30,
2016
  June 30,
2016
 
       
Leasehold improvements $2,766  $2,750 
Machinery and equipment  15,413   15,000 
   18,179   17,750 
Less: Accumulated depreciation  (15,122)  (14,689)
  $3,057  $3,061 

Depreciation expense for property and equipment was $455 and $395 for the three months ended September 30, 2016 and 2015, respectively.

10.Intangible Assets, net

Intangible assets, net of $140 and $143 at September 30, 2016 and June 30, 2016, respectively, consist of patents and an internet domain name (www.concurrent.com). The domain name is considered an indefinite lived intangible asset and is not amortizable. Intangible assets are included in other long-term assets, net in our consolidated balance sheets.

Amortization expense related to finite-lived intangible assets was $3 and $36 for the three months ended September 30, 2016 and 2015, respectively.

11.Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

  September 30,
2016
  June 30,
2016
 
       
Accounts payable, trade $3,646  $4,767 
Accrued payroll, vacation and other employee expenses  2,634   2,757 
Accrued income taxes  77   389 
Dividend payable  95   95 
Other accrued expenses  908   1,183 
  $7,360  $9,191 

Concurrent Computer Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

12.Sale of Product Line

On September 9, 2015, we sold the customer contracts and intellectual property related to our multi-screen video analytics product line for $3,500 pursuant to an Asset Purchase Agreement (“APA”) dated August 31, 2015 with Verimatrix, Inc. (“Verimatrix”), a privately-held video revenue security company based in San Diego, California. The APA included customary terms and conditions, including provisions that require the Company to indemnify Verimatrix for certain losses that it incurs as a result of a breach by the Company of its representations and warranties in the APA and certain other matters. Proceeds from the sale were payable to the Company as follows: (1) a $2,750 payment to the Company in cash (received on September 10, 2015) , (2) a $375 deferred payment (received in full on June 30, 2016) and (3) $375 placed in escrow (released and received in full on June 30, 2016). No amounts were held back pusuant to indemnification provisions in the APA.

The customer contracts and intellectual property sold had a net book value of $188 (which was included in intangible assets, net in our consolidated balance sheet). As a result of the sale, we also included $1,016 (net liability, consisting primarily of unearned deferred revenue) of related assets and liabilities not sold or transferred in the transaction in the calculation of the recorded gain. Additionally, through September 30, 2015, we incurred $212 in legal, accounting and other expenses that would not have been incurred otherwise. As a result, we recorded a net gain of $4,116 in our consolidated statement of operations for the three months ended September 30, 2015.

On July 1, 2015, we had adopted ASU No. 2014-08,Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). As a result, we evaluated the sale of our multi-screen video analytics product line in light of this new standard. We concluded that the sale of our multi-screen video analytics product line in September 2015 was not a “material shift” (as defined in ASU 2014-08) for us and therefore, was not considered a discontinued operation. The operating profit related to the multi-screen video analytics product line for the three months ended September 30, 2015 (through the date of sale) was $179.

13.Segment Information

 

We operateReportable Operating Segments

The “management approach” has been used to present the following segment information. This approach is based upon the way the management organizes segments within the Company for making operating decisions and assessing performance. Financial information is reported on the basis that it is used internally by the chief operating decision maker (“CODM”) for evaluating segment performance and deciding how to allocate resources to segments. The Company’s chief executive officer has been identified as the CODM.

Effective July 1, 2016, we changed the way our CODM views our operating results by providing more discrete segment financial information. As a result, our reportable operating segments now consist of Content Delivery and Real-Time.

·Content Delivery - Our content delivery solutions product line consists of software, hardware and services for intelligently streaming video content to a variety of consumer devices and storing and managing content in the network. Our streaming video and storage products and services are deployed by service providers to support consumer-facing video services including live broadcast video, video-on-demand and time-shifted video applications such as cloud based digital video recording. The Content Delivery segment also includes Aquari, our unified scale-out storage solutions product line currently marketed to our content delivery and other third-party customers. Additionally, the Content Delivery segment for the three months ended September 30, 2015 includes the results of our multi-screen data analytics product line sold on September 9, 2015 (through the date of sale)

·Real-Time - Our real-time solutions product line consist of real-time Linux operating system versions, development and performance optimization tools, simulation software and other system software combined, in many cases, with computer platforms and services. These real-time products are sold to a wide variety of companies seeking high performance, real-time computer solutions in the defense, aerospace, financial and automotive markets around the world.

Concurrent Computer Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in twothousands, except for share and per share data)

These operating segments were determined based on the nature of the products and services as disclosed within our consolidated statementsoffered and the nature and industry of operations. We evaluate segment results using revenues andcustomers serviced. The measures that are used to assess the reportable segment’s operating performance are revenue, gross margin and operating income. Operating income for reportable segments is defined as gross margin less selling and marketing, research and development expenses, and certain general and administrative expenses. Any transactions between operating segments are eliminated in consolidation.

Additionally, corporate and unallocated costs include certain corporate sales and marketing and corporate general and administrative expenses (executive, finance, legal, risk management and human resources). These expenses are not included in the measure of segment operating income but are included in the reconciliation to income (loss) before income taxes.

Segment assets may be either directly attributable or allocated to the operating segment depending on their nature. However, segment assets are not regularly reviewed by the CODM for evaluating performance measures. Suchor allocating resources and therefore, are not presented. We recast our segment footnote to conform the presentation with our current reportable segments.

The table below represents information is shown onabout the face ofCompany’s reportable operating segments for the accompanying consolidated statements of operations. We do not identify assets on a segment basis. three months ended September 30, 2016 and 2015:

  Three Months Ended September 30, 
  2016  2015 
  Content
Delivery
  Real-Time  Total  Content
Delivery
  Real-Time  Total 
Product $2,440  $5,419  $7,859  $3,949  $4,545  $8,494 
Services  2,679   2,578   5,257   2,497   2,360   4,857 
Revenue from external customers $5,119  $7,997  $13,116  $6,446  $6,905  $13,351 
                         
Gross margin $2,525  $4,658  $7,183  $3,726  $4,131  $7,857 
                         
Sales and marketing  (2,616)  (1,460)  (4,076)  (1,910)  (1,329)  (3,239)
Research and development  (2,225)  (1,082)  (3,307)  (2,871)  (966)  (3,837)
General and administrative  (73)  (133)  (206)  (57)  (118)  (175)
Operating income (loss) for reportable segments $(2,389) $1,983   (406) $(1,112) $1,718   606 
                         
Corporate and unallocated costs:                        
Sales and marketing          (399)          (155)
General and administrative          (2,138)          (1,603)
Gain on sale of product line, net          -           4,116 
           (2,537)          2,358 
                         
Operating income (loss)          (2,943)          2,964 
                         
Interest income          27           3 
Interest expense          (3)          - 
Other income, net          119           123 
Income (loss) before income taxes         $(2,800)         $3,090 

Concurrent Computer Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

Geographic Information

We attribute revenues to individual countries and geographic areas based upon location of our customers and long-lived assets based upon location of the assets. As presented below, long-lived assets exclude intangible assets, net.

customers. A summary of our revenue and long-lived assets by geographic area is as follows:

 

  Three Months Ended
September 30,
 
  2015  2014 
       
United States $8,607  $10,880 
Canada  1,116   903 
Total North America  9,723   11,783 
         
Japan  2,097   1,863 
Other Asia-Pacific  301   218 
Total Asia-Pacific  2,398   2,081 
         
Europe  1,224   3,673 
         
South America  6   3 
Total revenue $13,351  $17,540 

 September 30,
2015
  June 30,
2015
  Three Months Ended
September 30,
 
      2016  2015 
Long-lived assets:        
United States $16,246  $15,229  $6,781  $8,607 
Europe  282   301 
Canada  901   1,116 
Total North America  7,682   9,723 
        
Japan  699   691   2,635   2,097 
Other Asia-Pacific  20   23   1,346   301 
Total long-lived assets $17,247  $16,244 
Total Asia-Pacific  3,981   2,398 
        
Europe  1,453   1,224 
        
South America  -   6 
Total revenue $13,116  $13,351 

 

14.Concentration of Risk

 

The following table summarizes revenues by significant customer where such revenue accounted for 10% or more of total revenues for any one of the indicated periods:

 

  Three Months Ended 
  September 30, 
  2015  2014 
       
Customer A  22%  <10%
Customer B  <10%  15%
Customer C  <10%  11%

18

  Three Months Ended 
  September 30, 
  2016  2015 
         
Customer A(1)  <10%  25%

 

Concurrent Computer Corporation(1)Data for all periods reflects the merger of two customers consummated in the year ended June 30, 2016.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

 

We assess credit risk through ongoing credit evaluations of customers’ financial condition, and collateral is generally not required. The following summarizes accounts receivable by significant customers for whom accounts receivable were 10% or more of total accounts receivables for any one of the indicated periods:

 

  September 30,  June 30, 
  2015  2015 
       
Customer D  30%  <10%
Customer E  14%  <10%
Customer F  12%  <10%
Customer G  <10%  37%
  September 30,  June 30, 
  2016  2016 
       
Customer B  14%  <10%
Customer A(1)  <10%  37%

 

There were no other(1)Data for all periods reflects the merger of two customers representing 10% or more of our trade receivables at September 30, 2015 andconsummated in the year ended June 30, 2015.2016.


Concurrent Computer Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

 

The following summarizes purchases from significant vendors where such purchases accounted for 10% or more of total purchases for any one of the indicated periods:

 

  Three Months Ended 
  September 30, 
  2015  2014 
       
Vendor A  19%  19%
Vendor B  15%  <10%
Vendor C  13%  16%
Vendor D  <10%  15%
Vendor E  <10%  15%

  Three Months Ended 
  September 30, 
  2016  2015 
       
Vendor A  20%  <10%
Vendor B  18%  13%
Vendor C  10%  15%
Vendor D  <10%  19%

 

15.Dividends

 

During the three months ended September 30, 2015,2016, our Board of Directors approved a quarterly cash dividenddividends as follows:

 

      Dividends Declared 
Record Date Payment Date Type Per Share  Total 
             
September 15, 2015 September 29, 2015 Quarterly $0.12  $1,146 

       Dividends Declared 
Record Date Payment Date Type  Per Share  Total 
               
September 13, 2016 September 27, 2016  Quarterly  $0.12  $1,182 

 

As of September 30, 2015,2016, we recorded $148$287 of dividends payable to holders of restricted common stock who held restricted shares at the time of the dividend record dates and still hold those restricted shares as of September 30, 2015.2016. Such dividends will be paid when the restrictions on a holder’s restricted common shares lapse. This dividend payable is divided between current payable and non-current payable in the amounts of $68$95 and $80,$192, respectively, based upon the expected vesting date of the underlying shares. These holders of restricted common stock will receive the dividend payments as long as they remain eligible at the vesting date of the shares. Dividends payable at September 30, 2015 reflect the rescission of 120,000 RSAs as described in Note 2 – Immaterial Restatement of Previously Issued Financial Statements and Reclassification. For the three months ended September 30, 2015, $432016, $25 of dividends payable were forfeited and returned to capital for restricted shares that were forfeited prior to meeting vesting requirements. Because the participants are not entitled to these dividends unless they complete the requisite service period for the shares to vest, they are not “participating dividends” as defined under ASC Topic 260-10,Earnings per Share.

 

19

Concurrent Computer Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

16.Accumulated Other Comprehensive Income (Loss)

 

The following table summarizes the changes in accumulated other comprehensive income (loss) by component, net of taxes, for the three months ended September 30, 2015:2016:

 

  Pension and
Postretirement
Benefit
Plans
  Currency
Translation
Adjustments
  Total 
Balance at June 30, 2015 $(1,214) $1,323  $109 
             
Other comprehensive income  before reclassifications  -   (94)  (94)
Amounts reclassified from accumulated other comprehensive income (loss)  (3)  -   (3)
Net current period other comprehensive income (loss)  (3)  (94)  (97)
Balance at September 30, 2015 $(1,217) $1,229  $12 

  Pension and
Postretirement
Benefit
Plans
  Currency
Translation
Adjustments
  Total 
Balance at June 30, 2016 $(1,637) $1,092  $(545)
             
Other comprehensive loss before reclassifications  (23)  (75)  (98)
Amounts reclassified from accumulated other comprehensive income  20   -   20 
Net current period other comprehensive loss  (3)  (75)  (78)
Balance at September 30, 2016 $(1,640) $1,017  $(623)

Concurrent Computer Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

 

17.Commitments and Contingencies

 

From time to time, we are involved in litigation incidental to the conduct of our business. We believe that such pending litigation will not have a material adverse effect on our results of operations or financial condition.

 

We enter into agreements in the ordinary course of business with customers that often require us to defend and/or indemnify the customer against intellectual property infringement claims brought by a third-party with respect to our products. For example, we were notified that certain of our customers have settled with or been sued by the following companies, in the noted jurisdictions, regarding the listed patents:

 

Asserting Party Jurisdiction Patents at Issue

Constellation Technologies, LLC

 

U.S. District Court

Eastern District of Texas

 

U.S. Patent Nos. 6,128,649, 6,901,048, 7,154,879 and 6,845,389

Broadband iTV, Inc.

 
Trans Video Electronics Ltd.U.S. District Court of DelawareU.S. Patent Nos. 5,594,936 and 5,991,801
Broadband iTV, Inc.

U.S. District Court of Hawaii

 U.S. Patent No. 7,361,336

Sprint Communications Company, L.P.

 

U.S. District Court

Eastern District of Pennsylvania

 U.S. Patent Nos. 6,754,907 and 6,757,907

FutureVision.com LLC 

 
FutureVision.com LLC

U.S. District Court

Eastern District of Texas

 

U.S. Patent No. 5,877,755

20

Concurrent Computer Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

 

We continue to review our potential obligations under our 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, we also indemnify 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 our products and services or resulting from our acts or omissions, our employees, authorized agents or subcontractors. We have not accrued any material liabilities related to such indemnifications in our financial statements and do not expect any other material costs as a result of such obligations. The maximum potential amount of future payments that we could be required to make is unlimited, and we are unable to estimate any possible loss or range of possible loss.

 

Severance Arrangements

 

Pursuant to the terms of the employment agreements with our executive officers and certain other employees, employment may be terminated by either the respective executive officer or us at any time. In the event the employee 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 us without cause or in certain circumstances constructively by us, 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. In the event our CEO resigns within three months of a change in control or the CEO’s agreement is terminated by us within one year of a change of control other than for due cause, disability or non-renewal by our CEO, our CEO will be entitled to severance compensation multiplied by two, as well as incremental medical costs. Additionally, if terminated, our CEO and chief financial officerCFO may be entitled to bonuses during the severance period. At September 30, 2015,2016, the maximum contingent liability under these agreements is $2,060.$2,272. Our employment agreements with certain of our employees contain certain offset provisions, as defined in their respective agreements.

Shareholder Demand Letter

As previously disclosed in our Form 8-K filed on October 15, 2015, on October 5, 2015, our Board of Directors received a demand letter from a law firm on behalf of a purported shareholder of the Company alleging that the grant of 120,000 RSAs pursuant to our November 18, 2014 employment agreement with our CEO exceeded the limits set forth in the Plan. In response to the demand letter, our Board of Directors formed a special committee to investigate the allegations and take corrective action should any be necessary. As more fully described in our Form 8-K filed on October 15, 2015, we also took actions to, among other things, amend the employment agreement to rescind the grant of 120,000 RSAs to our CEO (see Note 18 – Subsequent Events).

Assessments of claims exposures are difficult because they involve inherently unpredictable factors, particularly for matters such as this which are at a very early stage of proceeding. As a result, we are currently unable to estimate any reasonably possible losses which may result from this matter, but our management is currently of the opinion that it will not have a material effect on our business, consolidated financial position, results of operations or cash flows.

18.Subsequent Events

On October 15, 2015, the Company entered into an amendment (the “Amendment”) to its initial employment agreement with its president and CEO dated November 18, 2014. Pursuant to the terms of the Amendment, the Company and its CEO agreed to rescind the 120,000 RSAs initially granted under the Plan to its CEO pursuant to the terms of the initial employment agreement. This rescission was effective as of the date the RSAs were initially granted.

In connection with the execution of the Amendment, on October 15, 2015, the Company awarded its CEO a cash bonus of $332 and granted him 45,000 RSAs under the Plan that will vest in equal installments over three years on each anniversary of the grant date, provided that the CEO remains employed by the Company on each such date.

21


 

Concurrent Computer Corporation

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) - continued

(Amounts in thousands, except for share and per share data)

 

Board Representation and Standstill Agreement

As partpreviously disclosed in our Form 8-K filed on August 29, 2016, the Company entered into a Board Representation and Standstill Agreement (the “Standstill Agreement”) with an investor and its affiliated party. Pursuant to the terms of the Amendment,Standstill Agreement, in consideration for certain restrictions applicable to the investor, our Board, among other things (1) agreed to appoint a nominee of the investor to serve on the Company’s Board until the 2016 Annual Meeting of stockholders of the Company also committed that, subject(the nominee was subsequently elected as a director of the Company at the 2016 Annual Meeting held on October 26, 2016) and (2) agreed to approval bothpay up to $235 for fees and expenses incurred by the investor and its affiliated party in connection with the Standstill Agreement.

Additionally, pursuant to the Standstill Agreement, effective as of August 29, 2016, one of our directors tendered his resignation from the Board and all Board committees thereof. In connection with this resignation, the Company agreed to accelerate the vesting of 5,400 shares of restricted stock held by this director and to make a one-time payment to him of $48 (including $2 of accrued dividends released upon the Compensation Committeeacceleration of the Board, in January 2016 the Company will grant its CEO 15,000 RSAs under the Plan that will vest in substantially equal installments over three years on each anniversaryvesting of the grant date and 40,000 RSAs under the Plan that will vest on the third anniversary of the grant date, in each case provided that the CEO remains employed by the Company on each such date.restricted stock).

18.Subsequent Events

 

We have evaluated subsequent events through the date these financial statements were issued and determined that there were no other material subsequent events that require recognition or additional disclosure in our consolidated financial statements.


 

22

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

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 section below entitled “Cautionary Note Regarding Forward-Looking Statements,” elsewhere herein and in other filings made with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended June 30, 2015.2016.

 

References herein to “Concurrent,” the “Company,” “we,” “our” or “us” refer to Concurrent Computer Corporation and its subsidiaries unless the context specifically indicates otherwise.

 

Discussions concerning revenues in the context of geographic areas are based upon the location of our customers.

References to our Form 10-K made throughout this document refer to our Annual Report on Form 10-K for the fiscal year ended June 30, 20152016 as filed with the SEC on August 26, 201530, 2016.

 

Overview

 

We provide software, hardware and professional services for the content delivery market, storage solutions market and the high performance,high-performance, real-time market. Effective July 1, 2016, we changed the way our chief operating decision maker views our operating results by providing more discrete segment financial information. As a result, our reportable operating segments now consist of Content Delivery and Real-Time. Our business is comprised of two segments for financial reporting purposes, productsContent Delivery Segment includes both our content delivery solutions and services, which we provide for each of these markets.Aquari storage product lines.

 

Our content delivery solutions consist of software, hardware and services for intelligently streaming video content to a variety of consumer devices and storing and managing content in the network. Our streaming video and storage products and services are deployed by service providers to support consumer-facing video services including live broadcast video, video-on-demand and time-shifted video applications such as cloud-based digital video recording. In fiscal 2016, we introduced Aquari, our unified scale-out storage solutions product to our content delivery customers.In September 2015, we sold our multi-screen video analytics product line for collecting and analyzing data related to content delivery applications.applications (see Note 12 – Sale of Product Line to the accompanying condensed consolidated financial statements).

 

Our real-time solutions consist of real-time Linux operating system versions, development and performance optimization tools, simulation software and other system software combined, in many cases, with computer platforms and services. These real-time products are sold to a wide variety of companies seeking high-performance, real-time computer solutions in the military,defense, aerospace, financial and automotive markets around the world.

 

23

22 

 

 

Results of Operations for the Three Months Ended September 30, 20152016 Compared to the Three Months Ended September 30, 20142015

Revenue

 

The following table sets forth summarized consolidated financial informationour revenue for the three months ended September 30, 2016 and 2015 and 2014,for each of our operating segments as well as comparative data showing increases and decreases between periods (dollars in thousands):

 

  Three Months Ended
September 30,
  $  % 
  2015  2014  Change  Change 
             
Product revenue $8,494  $12,478  $(3,984)  (31.9)%
Service revenue  4,857   5,062   (205)  (4.0)%
Total revenue  13,351   17,540   (4,189)  (23.9)%
                 
Product cost of sales  3,453   5,540   (2,087)  (37.7)%
Service cost of sales  2,041   2,302   (261)  (11.3)%
Total cost of sales  5,494   7,842   (2,348)  (29.9)%
                 
Product gross margin  5,041   6,938   (1,897)  (27.3)%
Service gross margin  2,816   2,760   56   2.0%
Total gross margin  7,857   9,698   (1,841)  (19.0)%
                 
Operating expenses:                
Sales and marketing  3,394   3,966   (572)  (14.4)%
Research and development  3,837   3,268   569   17.4%
General and administrative  1,778   1,954   (176)  (9.0)%
Gain on sale of product line, net  (4,116)  -   (4,116)  NM(1)
Gain on sale of intangible assets, net  -   (339)  339   (100.0)%
Total operating expenses  4,893   8,849   (3,956)  (44.7)%
Operating income  2,964   849   2,115   249.1%
                 
Interest income, net  3   3   -   0.0%
Other income (expense), net  123   (288)  411   (142.7)%
Income before income taxes  3,090   564   2,526   447.9%
Provision (benefit) for income taxes  (117)  177   (294)  (166.1)%
Net income $3,207  $387  $2,820   728.7%
  Three Months Ended
September 30,
  $  % 
  2016  2015  Change  Change 
Product revenue:                
Content delivery $2,440  $3,949  $(1,509)  (38.2)%
Real-time  5,419   4,545   874   19.2%
Total product revenue $7,859  $8,494  $(635)  (7.5)%
Service revenue:                
Content delivery $2,679  $2,497  $182   7.3%
Real-time  2,578   2,360   218   9.2%
Total service revenue $5,257  $4,857  $400   8.2%

 

(1) NM denotes percentage is not meaningful

Product Revenue. - Total product revenue for the three months ended September 30, 20152016 was $8.5$7.9 million, a decrease of $4.0$0.6 million, or 31.9%7.5%, from $12.5$8.5 million for the three months ended September 30, 2014. The decrease in product revenue resulted from a $2.1 million, or 35.4%, decrease in content2015. An analysis by operating segment is described below.

Content Delivery

Content delivery product revenue decreased $1.5 million, or 38.2%, for the three months ended September 30, 20152016 compared to the prior year.year period. Additionally, the three months ended September 30, 2016 includes $0.2 million of revenue from our Aquari storage product solution. The period-over-period declinedecrease in content delivery product revenue resulted from the following:

 

·North American content delivery product revenue decreased by $0.4$1.7 million, or 10.9%50.4%. CurrentThe current year period North American video systemincludes $0.2 million in revenue for sales were more evenly spread among numerous customers; however, we experienced lower overall purchasing volume fromof our domesticAquari storage systems to existing content delivery customers in the current period, especially two of our larger North American customers, asAmerica; however, we continueexperienced an overall decline in content delivery system revenues due to see consolidationdelays in the cable and telecommunications industries.purchases from existing content delivery customers.
·European content delivery product revenue decreased by $1.7$0.4 million, or 76.8%81.0%. European content delivery product revenue fluctuates from period to period primarily due to the product upgrade and expansion patterns of our customers. In
·Asia-Pacific content delivery product revenue increased by $0.6 million, as our largest customer in Japan purchased systems in the current period compared to no purchases in the prior year period, we delivered our network DVR technology as part of an existing European customer’s expansion of its existing system.period. Included in this increase is approximately $0.1 million from favorable foreign exchange rate changes.

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Fluctuation in content delivery product revenue is often due to the fact that we have a small number of customers making periodic large purchases that account for a significant percentage of revenue. Our content delivery product revenue is also subject to customers’ capital spending cycles and may be impacted in the future by consolidation of the industry in which our customers operate.

 

The decrease inReal-Time

Real-time product revenue also resulted from a $1.8increased $0.9 million, or 28.6%19.2%, decrease in real-time product revenue for the three months ended September 30, 20152016 compared to the prior year.year period. The period-over-period declineincrease in real-time product revenue resulted primarily from the following:

 

·North American real-time product revenue decreased $1.9by $0.3 million, due to the one-time sale of a custom simulator system to one of our U.S. defense department affiliated customers during the three months ended September 30, 2014.or 11.7%.
·European real-time product revenue increased by $0.4 million, or 136.9%.


·Asia-Pacific real-time product revenue increased by $0.8 million, or 41.8%, primarily in Japan. Included in this increase is approximately $0.2 million from favorable foreign exchange rate changes.

 

Revenue from defense contractors and the government tend to vary by quarter and year, and are dependent upon government initiatives and funding availability.

 

Service Revenue.Revenue - Total service revenue for the three months ended September 30, 20152016 was $5.3 million, an increase of $0.4 million, or 8.2%, from $4.9 million a decrease of $0.2 million, or 4.0%, from $5.1 million for the three months ended September 30, 2014. This decrease was primarily due to a $0.3 million, or 11.4%, decrease in content delivery service revenue. The remainder of fiscal year 2016 will continue to show lower service revenues due to the sale of our multi-screen video analytics product line in early September 2015. An analysis by operating segment is described below.

 

Product Gross Margin.Content Delivery Product gross margin was $5.0

Content delivery services revenue increased by $0.2 million, or 7.3%, for the three months ended September 30, 2015, a decrease of $1.9 million, or 27.3%, from $6.9 million for three months ended September 30, 2014. Product gross margin as a percentage of product revenue improved2016 compared to 59.3% for three months ended September 30, 2015 from 55.6% for three months ended September 30, 2014 primarily due to (1) a favorable product mix and (2) a lower than average gross margin recognized on the real-time one-time sale to one of our U.S. defense department customers in the prior year period as noted above. Product gross margin decreaseddespite the loss of $0.5 million in terms of dollars during three months ended September 30, 2015, compared to the same period in the prior year, due to the lower volume of our product sales to both content delivery and real-time customers.

Service Gross Margin. Service gross margin was $2.8 million for each of three months ended September 30, 2015 and 2014. Gross margin on service revenue increased to 58.0% of service revenue for three months ended September 30, 2015 from 54.5% of service revenue for three months ended September 30, 2014. The increase in service margin as a percentage of service revenue was primarily due the elimination of fixed costs used to support our service organization. Additionally, the $0.3 million decrease in service cost of sales primarily resulted from (1) a $0.2 million decrease in customer service personnel costs due to lower headcount primarily in the U.S as a result of the sale of our multi-screen video analytics product line in early September 2015. The increase period-over-period is primarily due to (1) an increase in content delivery installations and out-of-warranty repairs and (2) an increase in storage solutions installations.

Real-Time

Real-time service revenue increased by $0.2 million, or 9.2%, for the three months ended September 30, 2016 compared to the prior year period. The increase is primarily due to incremental time and material service projects in Japan.

Gross Margin

The following tables set forth our gross margins and gross margin percentage of revenues for the three months ended September 30, 2016 and 2015 for each of our operating segments as well as lowercomparative data showing increases and decreases between periods (dollars in thousands):

  Three Months Ended
September 30,
     % 
  2016  2015  Change  Change 
Content delivery gross margin:                
Gross margin dollars $2,525  $3,726  $(1,201)  (32.2)%
Gross margin percentage  49.3%  57.8%  (8.5)%    
                 
Real-time gross margin:                
Gross margin dollars $4,658  $4,131  $527   12.8%
Gross margin percentage  58.2%  59.8%  (1.6)%    
                 
Total gross margin:                
Gross margin dollars $7,183  $7,857  $(674)  (8.6)%
Gross margin percentage  54.8%  58.8%  (4.0)%    

Consolidated gross margin was $7.2 million for the three months ended September 30, 2016, a decrease of $0.7 million, or 8.6%, from $7.9 million for the three months ended September 30, 2015. Consolidated gross margin percentage declined to 54.8% for the three months ended September 30, 2016 from 58.8% for the three months ended September 30, 2015. An analysis by operating segment is described below.

Total product gross margin was $4.1 million for the three months ended September 30, 2016, a decrease of $1.0 million, or 19.3%, from $5.1 million for the three months ended September 30, 2015. Total product gross margin percentage declined to 51.8% for the three months ended September 30, 2016 from 59.3% for the three months ended September 30, 2015.


Total service personnel costs in Europe as a resultgross margin was $3.1 million for the three months ended September 30, 2016, an increase of lower headcount and (2) a $0.1$0.3 million, decrease dueor 10.6%, from $2.8 million for the three months ended September 30, 2015. Total service gross margin percentage increased to lower travel costs, partially offset by (3) $0.1 million in severance costs related to customer support personnel that were terminated in59.2% for the three months ended September 30, 2016 from 58.3% for the three months ended September 30, 2015.

 

Content Delivery

Segment gross margin dollars were $2.5 million for the three months ended September 30, 2016, a decrease of $1.2 million, or 32.2%, from $3.7 million for the three months ended September 30, 2015. The decrease in gross margin dollars is due to the decrease in content delivery product revenue. The decline in gross margin percentage of product revenue is primarily due to (1) lower gross margins on certain content delivery sales to some of our larger customers and (2) lower than average gross margins on the sales of our Aquari storage product solution.

An increase in gross margin dollars on content delivery services revenue had a minimal impact on the overall change in segment gross margin dollars. However, an increase in service gross margin percentage of service revenue was primarily due to higher services revenues from out-of-warranty repairs despite the loss of high margin service revenue from our multi-screen video analytics product line, which was sold in September 2015.

Real-Time

Segment gross margin dollars were $4.7 million for the three months ended September 30, 2016, an increase of $0.5 million, or 12.8%, from $4.1 million for the three months ended September 30, 2015. The increase in gross margin dollars is a primarily due to the increase in real-time product revenue. The slight decline in gross margin percentage is primarily due a lower volume of high margin software-only sales period-over-period.

An increase in gross margin dollars on real-time services revenue had a minimal impact on the overall change in segment gross margin dollars. Service gross margin percentage of service revenue remained stable period-over-period.

Segment Operating Expenses

Segment operating expenses include selling and marketing, research and development expenses, and certain general and administrative expenses. The following tables set forth our segment operating expenses for the three months ended September 30, 2016 and 2015 for each of our operating segments as well as comparative data showing increases and decreases between periods (dollars in thousands):

  Three Months Ended
September 30,
  $  % 
  2016  2015  Change  Change 
Sales and marketing:                
Content delivery $2,616  $1,910  $706   37.0%
Real-time  1,460   1,329   131   9.9%
Total sales and marketing $4,076  $3,239  $837   25.8%
Research and development:                
Content delivery $2,225  $2,871  $(646)  (22.5)%
Real-time  1,082   966   116   12.0%
Total research and development $3,307  $3,837  $(530)  (13.8)%
General and administrative:                
Content delivery $73  $57  $16   28.1%
Real-time  133   118   15   12.7%
Total general and administrative $206  $175  $31   17.7%

Sales and Marketing - Total operating segment sales and marketing expenses increased approximately $0.8 million, or 25.8%, to $4.1 million for the three months ended September 30, 2016 from $3.2 million for the three months ended September 30, 2015. An analysis by operating segment is described below.

Content Delivery

Segment sales and marketing expenses were $2.6 million for the three months ended September 30, 2016, an increase of $0.7 million, or 37.0%, from $1.9 million for the three months ended September 30, 2015. This period-over-period increase primarily resulted from (1) a $0.4 million increase in sales personnel and related costs to help expand penetration of our existing products in our target markets and new markets for our Aquari storage solutions product and (2) a $0.3 million increase in travel and trade show expenses to promote visibility of our products.

Real-Time

Segment sales and marketing expenses were $1.5 million for the three months ended September 30, 2016, an increase of $0.2 million, or 9.9%, from $1.3 million for the three months ended September 30, 2015. This period-over-period increase primarily resulted from an increase in sales personnel and related costs.

Research and Development - Total operating segment research and development expenses decreased approximately $0.5 million, or 13.8%, to $3.3 million for the three months ended September 30, 2016 from $3.8 million for the three months ended September 30, 2015. An analysis by operating segment is described below.

Content Delivery

Segment research and development expenses were $2.2 million for the three months ended September 30, 2016, a decrease of $0.7 million, or 22.5%, from $2.9 million for the three months ended September 30, 2015. The period-over-period decrease primarily resulted from (1) a $0.5 million decrease from a reduction of headcount in the U.S. within our development teams, (2) a $0.2 million decrease in subcontractor and outsourced development costs, (3) a $0.2 million decrease in overall research and development expenses as a result of the sale of our multi-screen video analytics product line in September 2015, primarily related to personnel costs, partially offset by (4) a $0.2 increase in severance related to the reduced headcount noted above.

Real-Time

Segment research and development expenses were $1.1 million for the three months ended September 30, 2016, an increase of $0.1 million, or 12.0%, from $1.0 million for the three months ended September 30, 2015. The period-over-period increase primarily resulted from an increase in personnel and related costs.

Segment Operating Income

Segment operating income is defined as gross margin less selling and marketing, research and development expenses, and certain general and administrative expenses. The following tables set forth our segment operating income for the three months ended September 30, 2016 and 2015 for each of our operating segments as well as comparative data showing increases and decreases between periods (dollars in thousands):

  Three Months Ended
September 30,
  $  % 
  2016  2015  Change  Change 
Segment operating income:                
Content delivery $(2,389) $(1,112) $(1,277)  114.8%
Real-time  1,983   1,718   265   15.4%
Total segment operating income $(406) $606  $(1,012)  (167.0)%

Total segment operating income decreased approximately $1.0 million, or 167.0%, to a loss of $0.4 million for the three months ended September 30, 2016 from $0.6 million for the three months ended September 30, 2015. An analysis by operating segment is described below.

Content Delivery

The period-over-period decrease primarily resulted from lower product revenues and gross margin dollars, as described above.

Real-Time

The period-over-period increase primarily resulted from higher product and services revenues and related gross margin dollars partially offset by slightly higher sales and marketing and research and development costs, as described above.

Corporate and Unallocated Costs

Corporate and unallocated costs include certain corporate sales and marketing and corporate general and administrative expenses (executive, finance, legal, risk management and human resources). These expenses are not included in the measure of segment operating income but are included in the reconciliation to income (loss) before income taxes. The following tables set forth our corporate and unallocated for the three months ended September 30, 2016 and 2015 as well as comparative data showing increases and decreases between periods (dollars in thousands):

  Three Months Ended
September 30,
  $  % 
  2016  2015  Change  Change 
Sales and marketing  399   155   244   157.4%
General and administrative  2,138   1,603   535   33.4%
Gain on sale of product line, net  -   (4,116)  4,116   (100.0)%
Total  2,537   (2,358)  4,895   (207.6)%

Sales and Marketing.Sales and marketing expenses decreasedincreased approximately $0.6$0.2 million, or 14.4%157.4%, to $3.4$0.4 million for three months ended September 30, 2015 from $4.0 million for three months ended September 30, 2014. This period-over-period decrease primarily resulted from (1) a $0.4 million decrease in sales commissions due to lower sales in the three months ended September 30, 2015, (2) a $0.12016 from $0.2 million decrease due tofor the favorable effect of foreign currency rate changes primarily in Japan and (3) a $0.1 million decrease in recruiting fees compared to the prior year period.

Research and Development.Research and development expenses increased approximately $0.6 million, or 17.4%, to $3.9 million for three months ended September 30, 2015, from $3.3 million for three months ended September 30, 2014.2015. This increase was primarily due to (1) a $0.6$0.1 million increase related to the addition of a sales executive in Europe starting in the third quarter of the prior fiscal year and (2) a $0.1 million increase in personnel costs during three months ended September 30, 2015 resulting from an increase in development personnel to support our product and strategic growth initiatives.outsourced marketing activities.

General and Administrative.General and administrative expenses decreasedincreased approximately $0.2$0.5 million, or 9.0%33.4%, to $1.8$2.1 million for the three months ended September 30, 20152016 from $2.0$1.6 million for the three months ended September 30, 2014.2015. This decreaseincrease was primarily due to (1) a $0.4 million increase in legal and other professional fees primarily associated with our entry into a Board Representation and Standstill Agreement with an investor and affiliate of that investor and (2) a $0.2 million increase in chief executive officer transitionpersonnel-related costs, incurred during three months ended September 30, 2014.including an increase in share-based compensation costs.

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Gain on Sale of Product Line, net. During the three months ended September 30, 2015, we sold the customer contracts and intellectual property related to our multi-screen video analytics product line for $3.5 million. The recorded net gain of $4.1 million included (1) customer contracts and intellectual property with a net book value of $0.2 million, (2) related assets and liabilities not sold or transferred in the transaction of $1.0 million (net liability, consisting primarily of unearned deferred revenue) and (3) legal, accounting and other expenses of $0.2 million that would not have been incurred otherwise.


Other

Gain on SaleOther Income, net. During each of Intangible Assets, net.Duringthe three months ended September 30, 2014, we sold a block of IPv4 addresses to a single buyer for cash. This block of non-strategic IPv4 addresses, which was recorded at a $0 book value, had not been a material part of our ongoing operations. The $0.3 million gain on the sale of this IPv4 address is net of broker fees incurred to consummate the transaction.

Other Income (Expense), net.During three months ended September 30,2016 and 2015, we recognized approximately $0.1 million ofin net realized currency translation gains compared to $0.3 million of realized currency translation losses in three months ended September 30, 2014.gains. These gains and losses result from the impact of the changes in value of both the British pound, euro and Japanese yen, relative to the U.S. dollar, on foreign currency transactions related to short-term intercompany accounts which are settled in the normal course of business by our European and Japanese subsidiaries for which the British pound, euro and Japanese yen are the functional currencies.

 

Provision (Benefit) for Income Taxes.We recorded aconsolidated income tax expense of $0.1 million income tax benefit for the three months ended September 30, 20152016 compared to $0.2a $0.1 million consolidated income tax expensebenefit for the three months ended September 30, 2014. Our tax benefit recorded during2015. For the three months ended September 30, 2015 was2016, the domestic tax expense is higher than the prior year due to the full valuation allowance that is now being applied to any tax benefit generated from operating losses in the U.S. The domestic expense is primarily attributable to an incomeinterest and penalties on uncertain tax benefitpositions and minimum state taxes in a number of jurisdictions for the U.S. partially offset by an income tax provisions on profitable operations in Japan.three months ended September 30, 2016. The U.Sforeign tax expense is lower than the prior year primarily due to the release of valuation allowance attributable to the tax impact of the gain on sale of our multi-screen video analytics product line. The international tax expense is higher as compared to the prior year, primarily due to higher Japanese(1) lower pretax book income in Japan and (2) a reduction in the statutory tax rate in Japan for the three months ended September 30, 2015 as2016, compared to the same period forfrom the prior year.

Our tax provision recorded in the prior year was primarily attributable to taxable income earned in the U.S. The prior year U.S. tax provision is comprised primarily of non-cash deferred income tax expense, as we will be able to utilize net operating losses to offset nearly all cash taxes.

 

In jurisdictions other than the U.S., U.K. and Japan, we either generate net operating losses or occasionally utilize some of the net operating loss carryforward amounts. However, because of the cumulative accounting losses in those jurisdictions, we maintain a full valuation allowance on those losses. This results in no net income tax provision impact in those jurisdictions as of September 30, 2015.2016.

 

Net Income.Income (Loss).Our consolidated net incomeloss for the three months ended September 30, 20152016 was $3.2$2.9 million, or $0.35 of incomea $0.32 loss per basic and diluted share, compared to consolidated net income for the three months ended September 30, 20142015 of $0.4$3.2 million, or $0.04$0.35 income per basic and diluted share.

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Liquidity and Capital Resources

 

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

 

·our reliance on a small customer base, typically represented by a small number of large, concentrated orders (the largest three customers accounted for 38%22% and 35%41% of total revenue for the three months ended September 30, 2016 and 2015, respectively, giving effect to recent mergers and 2014, respectively)acquisitions);

 

·our content delivery product revenue is subject to customers’ capital spending cycles and may be impacted in the future by consolidation of the industry in which our customers operate;

 

·the rate of growth or decline or change in market, if any, of content delivery market expansions and the pace that video service companies implement, upgrade or replace content delivery technology;

 

·our investment strategy into the storage solutions market;

·the impact of the global economic conditions on our business and our customers, including European Union austerity measures;measures and the impact of the U.K. exiting the European Union;

26

 

·our ability to renew maintenance and support service agreements with customers and retain existing customers;

 

·the impact of U.S. Government sequestration on our business and our customers;

 

·the rate of growth or decline, if any, of deployment of our real-time products;

 

·the actual versus anticipated decline in revenue from maintenance and product sales of real-time proprietary systems;

 

·our future access to capital;

 

·our ability to manage expenses consistent with the rate of growth or decline in our markets;

·our exploration and evaluation of strategic alternatives;

 

·ongoing cost control actions and expenses, including capital expenditures;

 

·the margins on our product and service sales;

 

·timing of product shipments, which typically occur during the last month of the quarter;

 

·the impact of delays of product acceptance from our customers;

 

·the percentage of sales derived from outside the U.S. where there are generally longer accounts receivable collection cycles;

 

·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, by requiring us to maintain levels of capital;

 

·the rate of growth or decline, if any, of sales to the government and government related entities; and

 

·the use of cash to pay quarterly and special dividends.

 

Uses and Sources of Cash

 

We used $2.1generated $0.4 million and $0.6used $2.1 million of cash from operating activities during the three months ended September 30, 2016 and 2015, respectively. Operating cash flows during the three months ended September 30, 2016 were primarily attributable to the collection of accounts receivable for sales shipped late in the prior quarter, offset by the current period net loss and 2014, respectively.the timing of payments made against our accounts payable to settle the previous quarter’s inventory purchase and other obligations. Operating cash outflows during the three months ended September 30, 2015 were primarily attributable to the timing of payments made against our accounts payable subsequent to our lastthe prior fiscal year end to settle that quarter’s inventory purchase obligations. Operating cash flows during the three months ended September 30, 2014 were primarily attributable to the timing of accounts receivable collection during the period, as that quarter’s sales were higher.


 

We invested $0.4$0.3 million and $0.3$0.4 million in property and equipment during the three months ended September 30, 20152016 and 2014,2015, respectively. Capital additions during each of these periods were primarily related to: (1) development and test equipment for our development group, (2) demonstration systems used by our sales and marketing group and (3) facilities improvements. We expect capital additions to increase during the remainder of our current fiscal year.year, primarily to support our continuing investment in our Aquari storage solutions product line.

 

During the three months ended September 30, 2015, we sold the customer contracts and intellectual property related to our multi-screen video analytics product line for $3.5 million. Cash proceeds from the transaction consisted of $2.8 million paid immediately after closing. The balance of the sales price is payablewas collected in cash byfull in June 30, 2016 less any portion used to make indemnification payments in connection with the sale.

During the three months ended September 30, 2014, we sold a block of IPv4 addresses to a single buyer for cash. This block of non-strategic IPv4 addresses, which was recorded at $0 book value, had not been a material part of our ongoing operations. The proceeds of $0.3 million on the sale of these IPv4 addresses are net of broker fees incurred to consummate the transaction.2016.

 

We paid aone quarterly cash dividend of $0.12 per share during each of the three months ended September, 2016 and 2015. During the three months ended September 30, 2016 and 2015, and 2014.we also paid less than $0.1 million of additional dividends in each period that had been held as dividends payable from previous declarations to restricted stockholders for whom restrictions lapsed during each period. We intend to pay a regular quarterly cash dividend on shares of our common sharesstock subject to, among other things, our results of operations, cash balances, future cash requirements, financial condition, statutory requirements of Delaware law, and other factors that the Board of Directors may deem relevant. We believe that a portion of our dividends may be treated as a return of capital to stockholders, rather than dividend income, as we believe dividend payments may exceed our cumulative earnings and profits.

 

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OurAlthough we do not have any outstanding debt or borrowing facilities in place at September 30, 2016, we periodically review the need for credit line with our bank expired on December 31, 2013. We are currently evaluating whether or not to enter into a new credit arrangement, butarrangements. However, based upon our existing cash balances, historical cash usage, and anticipated operating cash flow in the near term, we believe that existing cash balances will be sufficient to meet our anticipated working capital, capital expenditure requirements and any dividend payments for at least the next twelve months. We are no longer subject to the covenants associated with the credit line.

 

At September 30, 2015,2016, we had working capital (current assets less current liabilities) of $27.8$18.5 million including cash and cash equivalents of $24.5$19.3 million. At June 30, 2015,2016, we had working capital of $26.5$22.6 million, including cash and cash equivalents of $25.5$20.3 million. At September 30, 2015,2016, we had no material commitments for capital expenditures.

 

As of September 30, 2015,2016, approximately $1.9$2.1 million, or 7.8%11.0% of our cash is in foreign accounts and there is no expectation that any foreign cash would need to be transferred from these foreign accounts to cover operations in the next 12 months.Based upon our existing cash balances and short-term investments, historical cash usage and anticipated operating cash flow in the current fiscal year, we believe that existing cash balances will be sufficient to meet our anticipated working capital, dividend payments and capital expenditure requirements for at least the next 12 months.

 

Off-Balance Sheet Arrangements

 

We provide indemnifications of varying scope and size to certain customers against claims of intellectual property infringement made by third parties arising from the use of our products and certain other matters. In evaluating estimated losses on these indemnifications, we consider factors such as the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of the amount of loss. These obligations did not have a material impact on our financial statements during the periods presented. See Note 17 – Commitments and Contingencies to the condensed consolidated financial statements for the additional disclosures regarding indemnification.

 

Critical Accounting Policies and Estimates

 

The SEC defines “critical accounting estimates” 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.Our critical accounting policies and estimates are disclosed under the section“Application of Critical Accounting Policies”in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015.2016. Our critical accounting estimates have not changed in any material respect during the three months ended September 30, 2015.2016.


 

Recent Accounting Guidance

 

See Note 32 – Recent Accounting Guidance to our accompanying condensed consolidated financial statements for a full description of recent accounting pronouncements including the respective expected dates of adoption and the expected effects on our consolidated results of operations and financial condition.

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Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements made or incorporated by reference in this quarterly report may constitute “forward-looking statements” within the meaning of the federal securities laws. When used or incorporated by reference in this report, 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, new market growth, payment of dividends, ability to utilize our net deferred tax assets and availability of earnings and profits with respect to dividend income, 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”to, the impact of our content delivery strategy on our business;business, the impact of our new Aquari storage solution strategy on our business, the impact of any strategic initiatives we may undertake; the impact of the current reestablishment of and potential for future release of our tax valuation allowance releaseallowances on future income tax provisions and income taxes paid;paid, expected level of capital additions;additions, our expected cash position;position, the impact of interest rate changes and fluctuation in currency exchange rates;rates, our sufficiency of cash;cash, the impact of litigation and the payment of dividends. These statements are based on beliefs and assumptions of our 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: the potential consolidation of the markets that we serve; U.S. Government sequestration; European austerity measures; the impact of the U.K. exiting the European Union; delays or cancellations of customer orders; non-renewal of maintenance and support service agreements with customers; changes in product demand; economic conditions; various inventory risks due to changes in market conditions; margins of the content delivery business to capture new business; fluctuations and timing of large content delivery orders; doing businessrisks associated with our operations in the People’s Republic of China; 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; the impact of reductions in force on our operations; 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 content delivery products; failure to effectively service the installed base; the entry of new, well-capitalized competitors into our markets; the success of new content delivery;delivery products, including acceptance of our new storage solutions; the success of our relationships with technology and channel partners; capital spending patterns by a limited customer base; the current challenging macroeconomic environment; continuing unevenness of the global economic recovery; global terrorism; privacy concerns over data collection; our ability to utilize net operating losses to offset cash taxes in the event of an ownership change as defined by the Internal Revenue Service; earthquakes, tsunamis, floods and other natural disasters in areas in which our customers and suppliers operate; the process of evaluation of strategic alternatives; and the availability of debt or equity financing to support our liquidity needs.

 

Other important risk factors that could cause actual results to differ from any forward-looking statements made in this report are discussed in Part I, Item 1A. of our Annual Report on Form 10-K for the fiscal year ended June 30, 2015.2016.

 

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

Item 3.Quantitative and Qualitative Disclosures About Market Risk

 

Pursuant to Item 305(e) of Regulation S-K (Section 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company” as defined by Rule 229.10(f)(1).

 

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. We conduct business in the United StatesU.S. and around the world. Our most significant foreign currency transaction exposure relates to the United Kingdom,U.K., certain European countries that use the euro as a common currency, and Japan. We do not hedge against fluctuations in exchange rates.

 

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Item 4. Controls and Procedures

Item 4.Controls and Procedures

 

Evaluation of Controls and Procedures

 

We conducted an evaluation as of September 30, 2015,2016, under the supervision and with the participation of our management, including our Chief Executive Officerchief executive officer and Chief Financial Officer,chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

In connection with our evaluation of the immaterial errors in our consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flows as of and for the year ended June 30, 2015 discussed in Note 2 to our condensed consolidated financial statements included herein, Our management concluded that because of the material weakness identified in our internal control over financial reporting discussed below, our disclosures controls and procedures were not effective as of September 30, 2015.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We identified a material weakness in internal control over financial reporting during the first quarter of our fiscal year relating to the grant of 120,000 restricted stock awards to our president and chief executive officer upon his commencement of employment in November 2014. Because the grant was determined to be non-compliant under the terms of the 2011 Stock Incentive Plan under which it was granted, in October 2015, the grant was retroactively rescinded as of the date it was granted. As a result, we determined that a material weakness existed in the operation of its internal controls over financial reporting, specifically involving those controls relating to the identification of applicable limitations on equity awards issued under our stock incentive plans. A material weakness was determined to be present due to the following factors: (1) the error was identified in connection with issues raised in a third-party demand letter and (2) had the error not been identified, the potential for a material error at a point in the future was a reasonable possibility. Management has concluded that our controls were not properly operating related to the preparation and review of our consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flows as of and for the year ended June 30, 2015, including interim periods within that year.

Notwithstanding the material weakness identified, management believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our consolidated financial condition, results of operations and cash flows as of and for the periods presented.

Remediation of Identified Material Weakness

In response to the material weakness described above, we are currently exploring remediation actions.2016.

 

Changes in Internal Control

 

Except for the material weakness in regards to the restricted stock grant for which we are currently exploring remediation actions, thereThere were no changes to our internal controls over financial reporting during the quarter ended JuneSeptember 30, 20152016 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

Item 1.Legal Proceedings

 

We are not presently involved in any material litigation. However, we are, from time to time, party to various routine legal proceedings arising out of our business. See Note 17 – Commitments and Contingencies to our condensed consolidated financial statements for additional information about legal proceedings.

Item 1A. Risk Factors

Item 1A.Risk Factors

 

Additional risk factors are discussed in Part I, Item 1A. of our Annual Report on Form 10-K for the fiscal year ended June 30, 2015.2016. There have been no material changes to our risk factors as previously disclosed.

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

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

 

None.

Item 3. Defaults Upon Senior Securities

Item 3.Defaults Upon Senior Securities

 

None.

Item 4. Mine Safety Disclosures

Item 4.Mine Safety Disclosures

 

Not applicable.

Item 5. Other Information

Item 5.Other Information

 

None.

 

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33 

 

Item 6. Exhibits

Item 6.Exhibits

 

Exhibit Description of Document
   
3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's Registration Statement on Form S-2 (No. 33-62440)).
   
3.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Proxy on Form DEFR14A filed on June 2, 2008).
   
3.3 Certificate of Amendment to its Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 30, 2011).
   
3.4 Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 9, 2011).
   
3.5 Certificate of Correction to Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002).
   
3.6 Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
   
3.7 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).
   
3.8Certificate of Designations of Series B Participating Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 1, 2016).
3.9Certificate of Amendment to the Restated Certificate of Incorporation of Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 3, 2016).
3.10Certificate of Elimination of Series B Participating Preferred Stock of Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 3, 2016).
4.1 Form of Common Stock Certificate (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2003).
   
4.2Form of Series B Participating Preferred Stock Certificate (incorporated by reference to the Registrant’s Registration Statement on Form 8-A (No. 001-37706)).
4.3Form of Rights Certificate (incorporated by reference to the Current Report on Form 8-K filed on March 1, 2016).
4.4Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Proxy on Form DEF14A filed on September 13, 2016).
10.1Board Representation and Standstill Agreement, dated August 29, 2016, among Concurrent Computer Corporation, JDS1, LLC, Julian Singer and Wayne Barr (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 29, 2016).
10.2 Amendment to Employment Agreement dated October 15, 2015September 1, 2016 between Concurrent Computer Corporation and Derek Elder (incorporated by reference to Exhibit 10.1the Registrant’s Current Report on Form 8-K filed on September 2, 2016).
10.3Amendment to Tax Asset Preservation Plan, dated October 13, 2016, between Registrant and American Stock Transfer & Trust Company, LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 15, 2015 (no. 001-13150))13, 2016).
   
11.1* Statement Regarding Computation of Per Share EarningsEarnings.
   
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.
   
101.INS101.INS** XBRL Instance Document.
   
101.SCH101.SCH** XBRL Schema Document.
   
101.CAL101.CAL** XBRL Calculation Linkbase Document.
   
101.DEF101.DEF** XBRL Definition Linkbase Document.
   
101.LAB101.LAB** XBRL Labels Linkbase Document.
   
101.PRE101. PRE** XBRL Presentation Linkbase Document.

 

*Required earnings per share data is provided in the Notes to the condensed consolidated financial statements in this report.
**Included herewith.

32Indicates management agreement.

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:  November 12, 201514, 2016CONCURRENT COMPUTER CORPORATION

 By:/s/ Emory O. Berry
  Emory O. Berry
  

Chief Financial Officer and

Executive Vice President of Operations

 (Principal Financial and Accounting Officer)

 

33

35 

 

  

Exhibit Index

 

Exhibit Description of Document
   
3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's Registration Statement on Form S-2 (No. 33-62440)).
   
3.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Proxy on Form DEFR14A filed on June 2, 2008).
   
3.3 Certificate of Amendment to its Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 30, 2011).
   
3.4 Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 9, 2011).
   
3.5 Certificate of Correction to Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002).
   
3.6 Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
   
3.7 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).
   
3.8Certificate of Designations of Series B Participating Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 1, 2016).
3.9Certificate of Amendment to the Restated Certificate of Incorporation of Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 3, 2016).
3.10Certificate of Elimination of Series B Participating Preferred Stock of Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 3, 2016).
4.1 Form of Common Stock Certificate (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2003).
   
4.2Form of Series B Participating Preferred Stock Certificate (incorporated by reference to the Registrant’s Registration Statement on Form 8-A (No. 001-37706)).
4.3Form of Rights Certificate (incorporated by reference to the Current Report on Form 8-K filed on March 1, 2016).
4.4Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Proxy on Form DEF14A filed on September 13, 2016).
10.1Board Representation and Standstill Agreement, dated August 29, 2016, among Concurrent Computer Corporation, JDS1, LLC, Julian Singer and Wayne Barr (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 29, 2016).
10.2 Amendment to Employment Agreement dated October 15, 2015September 1, 2016 between Concurrent Computer Corporation and Derek Elder (incorporated by reference to Exhibit 10.1the Registrant’s Current Report on Form 8-K filed on September 2, 2016).
10.3Amendment to Tax Asset Preservation Plan, dated October 13, 2016, between Registrant and American Stock Transfer & Trust Company, LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 15, 2015 (no. 001-13150))13, 2016).
   
11.1* Statement Regarding Computation of Per Share EarningsEarnings.
   
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.
   
101.INS101.INS** XBRL Instance Document.
   
101.SCH101.SCH** XBRL Schema Document.
   
101.CAL101.CAL** XBRL Calculation Linkbase Document.
   
101.DEF101.DEF** XBRL Definition Linkbase Document.
   
101.LAB101.LAB** XBRL Labels Linkbase Document.
   
101. PREPRE** XBRL Presentation Linkbase Document.

 

*Required earnings per share data is provided in the Notes to the condensed consolidated financial statements in this report.
**Included herewith.

34Indicates management agreement.

37