HARRIS COMPUTER SYSTEMS CORP, 8-K/A, 1996-06-18

HARRIS COMPUTER SYSTEMS CORP
8-K/A, 1996-06-18
COMPUTER & OFFICE EQUIPMENT

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: March 26, 1996

HARRIS COMPUTER SYSTEMS CORPORATION
(Exact name of registrant as specified in charter)

<TABLE>
<S> <C> <C>
FLORIDA 0-24544 65-510339
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
</TABLE>

2101 WEST CYPRESS CREEK ROAD, FORT LAUDERDALE, FLORIDA 33309
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (305) 974-1700
<PAGE> 2

ITEM 5. OTHER EVENTS

On March 26, 1996, Harris Computer Systems Corporation (the "Registrant"),
executed a Purchase and Sale Agreement (the "Purchase and Sale Agreement"), as
amended and restated as of May 23, 1996, between the Registrant and Concurrent
Computer Corporation, a Delaware corporation ("Concurrent"). The Purchase and
Sale Agreement provides for the assets of the Registrant's real-time computer
business ("the Real-time Business") to be sold to Concurrent together with
683,178 shares of newly issued common stock of the Registrant ("Purchased
Shares") in exchange for (i) 10,000,000 newly issued shares (the "Concurrent
Common Stock Consideration") of common stock of Concurrent, par value $.01 per
share ("Concurrent Common Stock") (ii) convertible exchangeable preferred stock
of Concurrent ("Concurrent Preferred Stock") paying a 9% cumulative annual
dividend quarterly in arrears with a liquidation preference of $10,000,000; and
(iii) the assumption by Concurrent of certain liabilities (the "Assumed
Liabilities"). The sale of the Real-time Business and the Purchased Shares in
exchange for the Concurrent Common Stock Consideration, the Concurrent
Preferred Stock and the assumption by Concurrent of the Assumed Liabilities is
referred to herein as the "Transaction."

The Transaction will not include the assumption by Concurrent of certain
liabilities of the Registrant or those assets and liabilities held by the
Registrant in connection with the development, manufacture, and marketing of
the Registrant's trusted computer products. The Real-time Business represented
approximately 82% of the assets of the Registrant as of March 30, 1996, and
accounted for 83%, 89% and 87% of the Registrant's sales for the six months
ended March 30, 1996 and the fiscal years ended September 30, 1995 and June 30,
1994, respectively.

The Purchase and Sale Agreement also contemplates the execution at the
closing of the Transaction of certain ancillary agreements, including a Share
Holding Agreement that will contain certain standstill, governance, transfer
and registration provisions, and provisions relating to the composition of the
Board of Directors of the Registrant and Concurrent.

Consummation of the Transaction is conditioned upon a number of events,
including approval of the Purchase and Sale Agreement and the Transaction by
the shareholders of the Registrant and Concurrent, the approval by the
shareholders of Concurrent of an amendment to the Concurrent 1991 Restated
Stock Option Plan, the approval by the shareholders of the Registrant of an
amendment to the Registrant's Stock Incentive Plan, certain regulatory
approvals, and other conditions.

The description of the Transaction herein is qualified entirely by
reference to the Purchase and Sale Agreement, and the exhibits thereto, filed
as exhibits to this Current Report on Form 8-K.

As a result of the Transaction, the Registrant will own approximately 23%
of the Concurrent Common Stock issued and outstanding (29% if the Concurrent
Preferred Stock were to be converted into Concurrent Common Stock) and
Concurrent will own approximately 10% of the issued and outstanding shares of
Common Stock of the Registrant. Financial Statements of Concurrent at June 30,
1995, 1994, and 1993 and for the years then ended and at March 31, 1996 and for
the three months and the nine months then ended are attached as exhibits to
this Current Report on Form 8-K. Also filed as exhibits are Concurrent's
Management's Discussion and Analysis of Financial Condition and Results of
Operations for the fiscal years ended June 30, 1995, 1994 and 1993 and for the
three-month and the nine-month periods ended March 31, 1996 and 1995.

2
<PAGE> 3

ITEM 7. PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

(a) Pro Forma Condensed Consolidated Financial Statements

The following unaudited pro forma financial statements have been prepared
to give effect to the Transaction

These financial statements do not purport to represent what the results of
operations or financial position actually would have been had the Transaction
occurred on the dates when they are reflected to have occurred in the pro forma
financial statements, or to project the results of operations or financial for
any future period or date.

The pro forma condensed consolidated statements of operations for the year
September 30, 1995 and for the six months ended March 30, 1996 have prepared
been assuming the Transaction had occurred as of the beginning of each of
respective periods. The pro forma condensed consolidated statement of the
Registrant for the year ended September 30, 1995 includes the Registrant's
equity in the losses of Concurrent for the year ended June 30, 1995. The pro
forma condensed consolidated statement of operations for the six months ended
March 30, 1996 includes the Registrant's equity interest in the losses of
Concurrent for six months ended March 31, 1996. The pro forma condensed
consolidated balance sheet at March 30, 1996 has been prepared assuming the
Transaction had as of that date.

The pro forma condensed financial statements should be read in conjunction
with the condensed consolidated financial statements for the year ended
September 30, 1995, appearing in the Registrant's Annual Report on Form 10-K
for the year ended September 30, 1005 and the condensed consolidated financial
statements as of March 30, 1996 and for the six months then ended appearing on
the Registrant's Quarterly Report on Form 10-Q for period ended March 30, 1996.

3
<PAGE> 4

HARRIS COMPUTER SYSTEMS CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED MARCH 30, 1996

<TABLE>
<CAPTION>
Harris LESS
Historical Real-time Pro Forma
Consolidated Business(a) Adjustments Pro Forma
------------ ----------- ----------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Sales
Equipment . . . . . . . . . . . . . . $18,942 $(14,765) $ 4,177
Maintenance . . . . . . . . . . . . . 6,622 (6,404) 218
------- -------- ------ -------
25,564 (21,169) 4,395

Cost of sales
Equipment . . . . . . . . . . . . . . 10,051 (7,228) 2,823
Maintenance . . . . . . . . . . . . . 3,279 (3,187) 92
------- -------- ------ -------
13,330 (10,415) 2,915

Gross profit . . . . . . . . . . . . . . . 12,234 (10,754) 1,480
Research and development . . . . . . . . . 3,580 (3,003) 577

Selling, general and administration . . . . 11,266 (8,054) 154 (b) 3,366
Transaction expense . . . . . . . . . . . . 820 0 820
------- -------- ------ -------
15,666 (11,057) 154 4,763
Operating loss . . . . . . . . . . . . . . (3,432) 303 (154) (3,283)

Equity interest in losses of Concurrent . . (141)(c) (141)
Dividends on Concurrent Preferred Stock . . 51 (d) 51
Interest income . . . . . . . . . . . . . . 155 (129) 26

Other expense . . . . . . . . . . . . . . . 2 (2) 0
------- -------- ------ -------
Net loss . . . . . . . . . . . . . . . . . $(3,275) $ 172 $ (244) $(3,347)
======= ======== ====== =======
</TABLE>

See Accompanying Notes to Pro Forma Condensed Consolidated Statements of
Operations.

4
<PAGE> 5

HARRIS COMPUTER SYSTEMS CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1995

<TABLE>
<CAPTION>
LESS
Harris Historical Real-time Pro Forma
Consolidated Business(a) Adjustments Pro Forma
------------ ----------- ----------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Sales
Equipment . . . . . . . . . . . . . . $ 31,184 $(26,650) $ 4,534
Maintenance . . . . . . . . . . . . . 13,927 (13,644) 283
-------- -------- ------- -------
45,111 (40,294) 4,817
Cost of sales
Equipment . . . . . . . . . . . . . . 18,550 (15,549) 3,001

Maintenance . . . . . . . . . . . . . 7,214 (7,075) 139
-------- -------- ------- -------
25,764 (22,624) 3,140
Gross profit . . . . . . . . . . . . . . . 19,347 (17,670) 1,677

Research and development . . . . . . . . . 7,903 (7,068) 835
Selling, general and administration . . . . 22,984 (18,985) 308 (b) 4,307
-------- -------- ------- -------
30,887 (26,053) 308 5,142
Operating loss . . . . . . . . . . . . . . (11,540) 8,383 (308) (3,465)

Equity interest in losses of Concurrent . . (1,850)(c) (1,850)
Dividends on Concurrent Preferred Stock . . 203 (d) 203
Interest income . . . . . . . . . . . . . . 456 (407) 49
Other Expense . . . . . . . . . . . . . . . (4) 4 0
-------- -------- ------- -------
Net income (loss) . . . . . . . . . . . . . $(11,088) $ 7,980 $(1,955) $(5,063)
======== ======== ======= =======
</TABLE>

See Accompanying Notes to Pro Forma Condensed Consolidated Statements of
Operations.

5
<PAGE> 6

HARRIS COMPUTER SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS

1. BASIS OF PRESENTATION

The unaudited pro forma condensed consolidated statement of operations for
the year ended September 30, 1995 include Harris's equity interest in the net
losses of Concurrent for the year ended June 30, 1995. The unaudited pro forma
condensed consolidated statement of operations for the six months ended March
30, 1996 include Harris's equity interest in the net losses of Concurrent for
the six months ended March 31, 1996.

2. PRO FORMA ADJUSTMENTS

The following unaudited pro forma adjustments were made to Harris's
historical condensed consolidated statements of operations for the year ended
September 30, 1995 and the six months ended March 30, 1996 to give effect to
the Transaction as if such Transaction had occurred as of the beginning of the
respective periods:

(a) To subtract the operating results of Harris's Real-Time Business.

(b) To record the amortization of compensation for the stock granted to
Mr. Siegel and Mr. Dunleavy in exchange for a non-compete agreement. Amount
represents the prorated amortization expense over a 5 year life.

(c) To record Harris's equity interest in the net losses of Concurrent
based on its percentage ownership of Concurrent Common Stock.

(d) To record preferred stock dividends and accretion on Concurrent
Preferred Stock received as part of the Transaction.

6
<PAGE> 7

HARRIS COMPUTER SYSTEMS CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 30, 1996

<TABLE>
<CAPTION>
Harris
Historical Pro Forma
Consolidated Adjustments Pro Forma
------------ ----------- ---------
(Dollars in thousands)
<S> <C> <C> <C>
Cash and cash equivalents . . . . . . . . . . . . . . . $ 1,307 $(1,307)(e) $ --
Concurrent Common Stock available for sale -- current . -- 21,400 (c) 21,400(c)
Accounts receivable . . . . . . . . . . . . . . . . . . 15,335 (12,709)(a) 2,626
Inventories . . . . . . . . . . . . . . . . . . . . . . 6,381 (6,294)(a) 87

1,540 (f)
Prepaid expenses . . . . . . . . . . . . . . . . . . . 660 (407)(a) 1,793
------- ------- -------
Total current assets . . . . . . . . . . . . . . . . 23,683 2,233 25,906

Property, plant and equipment . . . . . . . . . . . . . 5,912 (4,878)(a) 1,034
Capitalized software . . . . . . . . . . . . . . . . . 8,135 (5,409)(a) 2,726
Concurrent Preferred Stock -- available for sale . . . 5,384 (c) 5,384

Other assets . . . . . . . . . . . . . . . . . . . . . 822 (792)(a) 30
------- ------- -------
Total assets . . . . . . . . . . . . . . . . . . . . $38,552 $(3,472) $35,080
======= ======= =======
Accounts payable . . . . . . . . . . . . . . . . . . . 4,565 (4,100)(a) 465
Deferred revenue . . . . . . . . . . . . . . . . . . . 628 (591)(a) 37

(3,326)(a)
Accrued expenses . . . . . . . . . . . . . . . . . . . 4,219 2,200 (b) 3,093
------- ------- -------
Total current liabilities . . . . . . . . . . . . . . 9,412 (5,817) 3,595

(8,459)(a)
(2,200)(b)
1,540 (f)
Equity (deficit) 29,140 11,464 (d) 31,485
------- ------- -------
Total liabilities and equity . . . . . . . . . . . . $38,552 $(3,472) $35,080
======= ======= =======
</TABLE>

See Accompanying Notes to Pro Forma Condensed Consolidated Balance Sheet.

7
<PAGE> 8

HARRIS COMPUTER SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

1. PRO FORMA ADJUSTMENTS

The following unaudited pro forma adjustments were made to the historical
condensed consolidated balance sheet as of March 30, 1996 to give effect to the
Transaction as if such Transaction occurred as of that date:

a. to reflect the sale of the assets and liabilities of Harris's
Real-Time Business (as defined in the Purchase and Sale Agreement).

b. to reflect the accrual of estimated expenses relating to the
Transaction of $2,200.

c. to reflect the receipt of Concurrent Common and Concurrent Preferred
Stock valued at $21,400 and $5,384, respectively, as part of the Transaction;
the value of Concurrent Preferred Stock is based on the assumption that no
dividends will be paid until the Concurrent Preferred Stock is to be redeemed
in 2006; value at redemption was discounted at a rate of 14%. The value of the
Concurrent Common Stock is the average of the closing prices for Concurrent
Common Stock from May 1 through May 7, 1996. The Share Holding Agreement
contains restrictions on the volume of sales of Concurrent Common Stock by
Harris in certain circumstances.

d. to reflect the issuance of 683,178 shares of Harris Common Stock
valued at $11,464 to Concurrent as part of the Transaction. The value of the
Harris Common Stock is the average of the closing prices for Harris Common
Stock from May 1 through May 7, 1996.

e. cash adjustments to Harris from net asset reconciliation adjustment
per the Purchase and Sale Agreement.

f. To record the charge for the issuance of stock to Mr. Siegel (78,000
shares) and Mr. Dunleavy (13,800 shares) at $16.78 (the average of the closing
prices from May 1 through May 7, 1996) in exchange for a 5 year non-compete
agreement.

8
<PAGE> 9

(b) Exhibits.

The following exhibits are filed as part of this Form 8-K:

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
4.1 Form of Share Holding Agreement between Concurrent Computer
Corporation and the Registrant (incorporated by reference to
Exhibit 4.11 to the Registrant's Registration Statement on Form
S-3 (file no. 333-04407) as filed with the Commission on May 23,
1996).

10.1 Purchase and Sale Agreement dated March 26, 1996 between the
Registrant and Concurrent (incorporated by reference to Annex A
of the Registrant's definitive proxy statement as filed with the
Commission on May 24, 1996).

23.1 Consent of Coopers & Lybrand L.L.P.

99.1* Audited Consolidated Financial Statements of Concurrent Computer
Corporation, and Notes, thereto, for the years ended June 30,
1995, 1994 and 1993.

99.2* Concurrent Computer Corporation's Management's Discussion and
Analysis of Financial Condition and Results of Operations for
the fiscal years ended June 30, 1995, 1994 and 1993.

99.3* Unaudited Consolidated Financial Statements of Concurrent
Computer Corporation, and Notes thereto, at March 31, 1996 and
for the three-month and the nine month periods then ended.

99.4* Concurrent Computer Corporation's Management's Discussion and
Analysis of Financial Condition and Results of Operations for
the three-month and the nine-month periods ended March 31, 1996
and 1995.

99.5* Pro Forma Condensed Consolidated Financial Statements of
Concurrent Computer Corporation for the year ended June 30, 1995
and nine months ended March 31, 1996.
</TABLE>

* Contains certain information concerning Concurrent. Concurrent is subject
to the informational requirements in the Securities Exchange Act of 1934,
as amended, and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"), to which reference is made for detailed financial and other
information regarding Concurrent. Such reports, proxy statements and other
information can be inspected and copied at the Commission's offices at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2551 and can be inspected and copied at the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006, on
which the Concurrent Common Stock is listed. The Commission does not
approve or disapprove or pass upon the accuracy or the adequacy of reports,
proxy statements or other information filed with it. The Registrant does
not warrant the accuracy or completeness of such reports, proxy statements
or other information nor that there have not occurred events not yet
publicly disclosed by Concurrent which would affect either the accuracy or
the completeness of the information concerning Concurrent included herein.

9
<PAGE> 10

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.

HARRIS COMPUTER SYSTEMS CORPORATION

By: /s/ DANIEL S. DUNLEAVY
--------------------------------------------------
Daniel S. Dunleavy
Vice President, Chief Financial Officer and Chief
Administrative Officer

Dated: June 18, 1996

10
<PAGE> 11

EXHIBIT INDEX

23.1 Consent of Coopers & Lybrand L.L.P.

99.1* Audited Consolidated Financial Statements of Concurrent Computer
Corporation, and Notes, thereto, for the years ended June 30,
1995, 1994 and 1993.

99.2* Concurrent Computer Corporation's Management's Discussion and
Analysis of Financial Condition and Results of Operations for
the fiscal years ended June 30, 1995, 1994 and 1993.

99.3* Unaudited Consolidated Financial Statements of Concurrent
Computer Corporation, and Notes thereto, at March 31, 1996 and
for the three-month and the nine month periods then ended.

99.5* Pro Forma Condensed Consolidated Financial Statements of
Concurrent Computer Corporation for the year ended June 30, 1995
and nine months ended March 31, 1996.
</TABLE>

* Contains certain information concerning Concurrent. Concurrent is subject
to the informational requirements in the Securities Exchange Act of 1934,
as amended, and in accordance therewith files reports, proxy statements and
other information with the Commission, to which reference is made for
detailed financial and other information regarding Concurrent. Such
reports, proxy statements and other information can be inspected and copied
at the Commission's offices at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, and at the Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2551 and can be inspected and
copied at the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006, on which the Concurrent Common Stock
is listed. The Commission does not approve or disapprove or pass upon the
accuracy or the adequacy of reports, proxy statements or other information
filed with it. The Registrant does not warrant the accuracy or completeness
of such reports, proxy statements or other information nor that there have
not occurred events not yet publicly disclosed by Concurrent which would
affect either the accuracy or the completeness of the information
concerning Concurrent included herein.

<PAGE> 1
EXHIBIT 23.1

<PAGE> 2

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

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

We consent to the inclusion of Harris Computer Systems Corporation's filing on
Form 8-K/A of our report dated August 15, 1995, except for Note 19, as to which
the date is September 26, 1995, on our audits of the consolidated financial
statements and financial statement schedules of Concurrent Computer Corporation.

/s/ Coopers & Lybrand L.L.P.

Parsippany, New Jersey
June 17, 1996

<PAGE> 1

EXHIBIT 99.1*

* Financial Statements of Concurrent Computer Corporation. References in
Exhibit 99.1 to "the Company" refer to Concurrent Computer Corporation, a
Delaware corporation ("Concurrent").

Concurrent is subject to the informational requirements in the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports,
proxy statements and other information with the Commission, to which reference
is made for detailed financial and other information regarding Concurrent.
Such reports, proxy statements and other information can be inspected and
copied at the Commission's offices at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, and at the Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2551 and can be inspected and copied at the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006, on which the Concurrent Common Stock is listed. The
Commission does not approve or disapprove or pass upon the accuracy or the
adequacy of reports, proxy statements or other information filed with it. The
Registrant does not warrant the accuracy or completeness of such reports, proxy
statements or other information nor that there have not occurred events not yet
publicly disclosed by Concurrent which would affect either the accuracy or the
completeness of the information concerning Concurrent included herein.
<PAGE> 2
COOPERS
& LYBRAND

REPORT OF INDEPENDENT ACCOUNTANTS

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

To the Shareholders and the Board of Directors
of Concurrent Computer Corporation

We have audited the accompanying consolidated balance sheets of
Concurrent Computer Corporation as of June 30, 1995 and 1994, and the related
consolidated statements of operations, shareholders' equity (deficiency) and
cash flows for each of the three years in the period ended June 30, 1995, and
the financial statement schedules listed in Item 14(a) of the Company's 1995
Annual Report on Form 10-K. These financial statements and financial statement
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Concurrent Computer Corporation as of June 30, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended June 30, 1995, in conformity with generally
accepted accounting principles. In addition, in our opinion, the financial
statement schedules referred to above, when considered in relation to the basic
financial statements taken as a whole, present fairly, in all material
respects, the information required to be included therein.

As discussed in Notes 11 and 14 to the consolidated financial
statements, in 1994 the Company changed its method of accounting for income
taxes and changed its method of accounting for postretirement benefits other
than pensions.

/s/ Coopers & Lybrand L.L.P.

Parsipanny, New Jersey
August 15, 1995,
except for Note 19, as to which
the date is September 26, 1995
<PAGE> 3

Concurrent Computer Corporation
Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
Year Ended June 30,
-------------------

1995 1994* 1993*
---- ---- ----
<S> <C> <C> <C>
Net sales:
Computer systems $ 72,074 $100,293 $132,883
Service and other 68,070 78,738 87,581
-------- -------- --------
Total 140,144 179,031 220,464
-------- -------- --------

Cost of sales:
Computer systems 38,639 54,517 59,961
Service and other 40,838 48,473 55,662
-------- -------- --------
Total 79,477 102,990 115,623
-------- -------- --------

Gross margin 60,667 76,041 104,841
-------- -------- --------
Operating expenses:
Research and development 19,464 23,823 26,824
Selling, general and administrative 36,921 48,651 59,279
Provision for restructuring 3,200 12,000 -
Sales and use tax credit (1,000) (1,440) -
-------- -------- --------

Total operating expenses 58,585 83,034 86,103
-------- -------- --------

Operating income (loss) 2,082 (6,993) 18,738
Interest expense (2,638) (3,486) (13,553)
Interest income 513 634 1,167
Other non-recurring charge (1,000) - -
Other income (expense)-net 737 (486) (183)
-------- -------- --------

Income (loss) before provision for income taxes,
extraordinary loss and cumulative effect of change
in accounting principles (306) (10,331) 6,169
Provision for income taxes 1,700 1,300 2,300
-------- -------- --------

Income (loss) before extraordinary loss and cumulative
effect of change in accounting principles (2,006) (11,631) 3,869
Extraordinary loss on early extinguishment of debt - (23,193) -
Cumulative effect of change in accounting principles
for income taxes and postretirement benefits - (5,000) -
-------- -------- --------

Net income (loss) $ (2,006) $(39,824) $ 3,869
======== ======== ========
Income (loss) per share:
Income (loss) before extraordinary loss and
cumulative effect of change in accounting principles $ (0.07) $ (0.41) $ 0.40
Extraordinary loss on early extinguishment of debt - (0.83) -
Cumulative effect of change in accounting principles
for income taxes and postretirement benefits - (0.18) -
-------- -------- --------

Net income (loss) $ (0.07) $ (1.42) $ 0.40
======== ======== ========
</TABLE>

*Reclassified to conform to current year presentation.

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

Exhibit 99.1, Page 1
<PAGE> 4

Concurrent Computer Corporation
Consolidated Balance Sheets
(Dollars in thousands)

<TABLE>
<CAPTION>
June 30, June 30,
1995 1994
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,728 $ 9,374
Accounts receivable, less allowance for doubtful
accounts of $1,434 - 1995; $3,405 - 1994 25,456 34,519
Inventories 14,510 17,829
Prepaid expenses and other current assets 4,303 5,334
-------- --------
Total current assets 49,997 67,056

Property, plant and equipment - net 38,567 42,742
Other long-term assets 9,795 13,372
-------- --------
Total assets $ 98,359 $123,170
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Notes payable $ 6,716 $ 5,749
Current portion of long-term debt 1,529 11,000
Revolving credit facility 5,761 -
Accounts payable and accrued expenses 29,285 44,687
Deferred revenue 4,841 6,236
-------- --------
Total current liabilities 48,132 67,672
Long-term debt 9,536 13,240
Other long-term liabilities 5,521 7,210
Commitments and contingencies - -

Stockholders' equity:
Shares of preferred stock, par value $0.01; authorized
25,000,000 - -
Shares of common stock, par value $0.01; authorized
100,000,000; issued 30,208,276 - 1995 and
29,585,388 - 1994 302 296
Capital in excess of par value 73,112 71,547
Accumulated deficit after eliminating accumulated deficit of
$81,826 at December 31, 1991, date of quasi-reorganization (37,028) (35,022)
Shares of treasury stock, at cost; 840 shares (58) (58)
Cumulative translation adjustment (1,158) (1,715)
-------- --------
Total stockholders' equity 35,170 35,048
-------- --------

Total liabilities and stockholders' equity $ 98,359 $123,170
======== ========
</TABLE>

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

Exhibit 99.1, Page 2
<PAGE> 5

Concurrent Computer Corporation
Consolidated Statements of Cash Flows
(Dollars in thousands)
<TABLE>
<CAPTION>
Years Ended June 30,
--------------------

1995 1994* 1993*
---- ---- ----
<S> <C> <C> <C>
Cash flows provided by (used by) operating activities:
Net income/(loss) $ (2,006) $(39,824) $ 3,869
-------- -------- --------
Adjustments to reconcile net income/(loss)
to net cash provided by (used by) operating activities:
Depreciation, amortization and other 12,284 12,527 13,503
Provision for inventory reserves 5,037 4,461 1,840
Non-cash taxes related to the utilization of net operating
loss carryforwards which originated prior to the Company's
quasi-reorganization, effected on December 31, 1991 300 - 572
Non-cash interest and amortization of financing costs 450 1,061 9,265
Extraordinary loss on early extinguishment of debt - 23,193 -
Cumulative effect of change in accounting principles - 5,000 -
Provision for restructuring 3,200 12,000 -
Other non-recurring charge 1,000 - -
Sales and use tax credit (1,000) (1,440) -
Decrease (increase) in current assets:
Accounts receivable 10,431 3,690 4,782
Inventories (2,044) (319) (3,881)
Prepaid expenses and other current assets 998 1,238 1,698
Decrease in current liabilities, other than debt obligations (18,017) (14,797) (2,361)
Decrease (increase) in other long-term assets 599 (1,790) 391
(Decrease) increase in other long-term liabilities (1,983) 193 (264)
-------- -------- --------

Total adjustments to net income/(loss) 11,255 45,017 25,545
-------- -------- --------

Net cash provided by operating activities 9,249 5,193 29,414
-------- -------- --------
Cash flows used by investing activities:
Additions to property, plant and equipment (5,140) (7,584) (10,569)
-------- -------- --------

Cash flows provided by (used by) financing activities:
Net proceeds (payments) of notes payable (100) 2,511 588
Repayment of long-term debt (23,395) (76,602) (8,460)
Issuance of long-term debt 15,761 708 -
Net proceeds from sale and issuance of common stock 150 55,001 291
-------- -------- --------
Net cash used by financing activities (7,584) (18,382) (7,581)
-------- -------- --------

Effect of exchange rate changes on cash
and cash equivalents (171) (275) (1,453)
-------- -------- --------

Increase (decrease) in cash and cash equivalents $ (3,646) $(21,048) $ 9,811
======== ======== ========
Cash and cash equivalents - Beginning of year $ 9,374 $ 30,422 $ 20,611
-------- -------- --------

Cash and cash equivalents - End of year $ 5,728 $ 9,374 $ 30,422
======== ======== ========
Cash paid during the period for:
Interest $ 2,256 $ 2,731 $ 4,282
======== ======== ========
Income taxes (net of refunds) $ 727 $ 659 $ 1,510
======== ======== ========
</TABLE>

*Reclassified to conform to current year presentation.

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

Exhibit 99.1, Page 3
<PAGE> 6

Concurrent Computer Corporation
Consolidated Statements of Stockholders' Equity
(Dollars in thousands)
<TABLE>
<CAPTION>

Preferred Stock Common Stock
--------------- ------------ Capital in Accumulated Cumulative Treasury Stock
Par Par Excess of Earnings Translation --------------
Shares Value Shares Value Par Value (Deficit) Adjustment Shares Cost Total
------ ----- ------ ----- --------- --------- --------- ------ ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance June 30, 1992 6,983,284 $70 2,171,883 $22 $14,237 $ $933 $ (465) (840) ($58) $14,739

Sale of common stock
under stock plans 67,021 1 284 285

Issuance of common
stock under retirement
savings plan 336,404 3 527 530

Conversion of preferred
stock (1,578) 1,578 -

Other 2,140 6 6

Net income 3,869 3,869

Foreign currency
translation adjustment (1,498) (1,498)

Quasi-reorganization
related adjustments:
Utilization of net
operating loss
carryforwards 572 572
--------- --- ----------- ---- ------- ------- ------- ---- --- -------

Balance June 30, 1993 6,981,706 70 2,579,026 26 15,626 4,802 (1,963) (840) (58) 18,503

Issuance of common
stock under retirement
savings plan 324,377 3 1,057 1,060

Issuance of common
stock 19,700,000 197 54,803 55,000

Conversion of preferred
stock (6,981,706) (70) 6,981,706 70 -

Other 279 61 61

Net loss (39,824) (39,824)
Foreign currency
translation adjustment 248 248
--------- --- ----------- ---- ------- ------- ------- ---- --- -------

Balance June 30, 1994 -- - 29,585,388 296 71,547 (35,022) (1,715) (840) (58) 35,048
Sale of common stock
under stock plans 85,358 1 149 150

Issuance of common
stock under retirement
savings plan 368,823 3 762 765

Issuance of common
stock under bonus plan 168,707 2 324 326

Other 30 30

Net loss (2,006) (2,006)

Foreign currency
translation adjustment 557 557

Quasi-reorganization
related adjustments:
Utilization of net
operating loss
carryforwards 300 300
--------- --- ----------- ---- ------- ------- ------- ---- --- -------
Balance June 30, 1995 - - 30,208,276 $302 $73,112 $(37,028) $(1,158) (840) $(58) $35,170
========= === =========== ==== ======= ======== ======= ==== ==== =======

</TABLE>

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

Exhibit 99.1, Page 4
<PAGE> 7

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

During fiscal year 1995, the Company continued to experience a decline in
net sales. Despite the decline, operating income improved by approximately
$9.1 million and net cash from operations improved by approximately $4.1
million as a result of the Company's productivity improvements,
restructuring and ongoing cost reduction initiatives. The Company
continues to manage its resources and to focus its revenue generating
activities with the objectives to achieve growth and improve profitability.
In addition, the Company recently completed a refinancing of its bank term
loan providing the Company with reduced debt service payments and less
stringent financial covenant compliance requirements (see Note 3). The
Company continues to pursue various additional financing alternatives,
including a sale/leaseback of its Oceanport, New Jersey facility (see Note
19), to further improve its financial flexibility. The Company believes
that it will be able to meet its obligations when due through its operating
and financing efforts.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of all
majority-owned domestic and foreign subsidiary companies. All intercompany
transactions and balances have been eliminated.

Foreign Currency

The functional currency of substantially all of the Company's foreign
subsidiaries is the applicable local currency. The translation of the
applicable foreign currencies into U.S. dollars is performed for balance
sheet accounts using current exchange rates in effect at the balance sheet
date and for revenue and expense accounts using average rates of exchange
prevailing during the fiscal year. Adjustments resulting from the
translation of foreign currency financial statements are accumulated in a
separate component of stockholders' equity until the entity is sold or
substantially liquidated. Gains or losses resulting from foreign currency
transactions are included in the results of operations, except for those
relating to intercompany transactions of a long-term investment nature
which are accumulated in a separate component of stockholders' equity.

Gains (losses) on foreign currency transactions of $175,000, ($360,000) and
$606,000 for the fiscal years ended June 30, 1995, 1994 and 1993,
respectively, are included in Other income (expense) - net.

Cash and Cash Equivalents

For financial statement purposes, short-term investments with original
maturities of ninety days or less from the date of purchase are considered
cash equivalents.

Cash equivalents are stated at cost plus accrued interest, which
approximates market, and represents cash invested in U.S. Government
securities, bank certificates of deposit, or commercial paper. Such
short-term investments amounted to $480,000 and $2,591,000 at June 30, 1995
and 1994, respectively.

At June 30, 1995, the Company had $684,000 of restricted cash primarily
supporting building rental deposits.

Inventories

Inventories are stated at the lower of cost or market, with cost determined
on the first-in, first-out basis.

Exhibit 99.1, Page 5
<PAGE> 8

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (continued)

Property, Plant and Equipment

Property, plant and equipment are stated at acquired cost less accumulated
depreciation. Depreciation is provided on a straight-line basis over the
estimated useful lives of assets ranging from three to forty years.

Leasehold improvements are amortized over the shorter of the useful lives
of the improvements or the terms of the related lease. Gains and losses
resulting from the disposition of property, plant and equipment are
included in Other income (expense) - net.

Expenditures for repairs and maintenance are charged to operations as
incurred and expenditures for major renewals and betterments are
capitalized.

Revenue Recognition

Computer systems sales (hardware and software, including bundled software)
are recorded when the earnings process is complete, typically upon shipment
to customers.

Service contract revenue related to hardware and software is recognized
separately and as earned over the respective maintenance period in
accordance with the terms of the applicable contract.

Income Taxes

The Company and its domestic subsidiaries file a consolidated Federal
income tax return. Certain items of revenue and expense are reported for
Federal income tax purposes in different periods than for financial
reporting purposes and are accounted for under the asset and liability
method as required by the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("FAS No. 109").

On July 1, 1993, the Company adopted the provisions of FAS No. 109. This
standard requires a change from the deferred method to the asset and
liability method of accounting for income taxes. Under the asset and
liability method, a deferred tax asset or liability is recognized for
temporary differences between financial reporting and income tax bases of
assets and liabilities, tax credit carryforwards and operating loss
carryforwards. A valuation allowance is established to reduce deferred tax
assets if it is more likely than not that such deferred tax assets will not
be realized. Utilization of net operating loss carryforwards and tax
credits, which originated prior to the Company's quasi-reorganization
effected on December 31, 1991, are recorded as adjustments to capital in
excess of par value. Prior years' financial statements have not been
restated.

The cumulative effect of adopting this standard resulted in the Company
recording a $2.0 million non-cash charge reducing its deferred tax assets
as of the date of adoption.

Capitalized Software

The Company, in accordance with Statement of Financial Accounting Standards
No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased,
or Otherwise Marketed", commences capitalization of software production
costs upon the achievement of technological feasibility and ceases
capitalization upon the achievement of customer availability. Such costs
are amortized over the greater of the ratio of the product's current to
total revenue stream or the straight-line method over its estimated useful
life. Such amortization

Exhibit 99.1, Page 6
<PAGE> 9

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (continued)

period generally does not exceed three years. For the years ended June 30,
1995, 1994 and 1993, amortization expense relating to software production
costs which is included as a component of cost of sales amounted to
$1,160,000, $445,000 and $436,000, respectively. Accumulated amortization
amounted to $1,325,000 and $165,000, respectively, at June 30, 1995 and
1994. Capitalized software (net) amounted to $965,000 and $1,985,000 at
June 30, 1995 and 1994, respectively.

Research and Development

Research and development expenditures, other than capitalized software, are
expensed when incurred.

Income (Loss) per Share

Primary earnings per share (including convertible participating preferred
stock, dilutive stock options and common stock purchase warrants) is
computed on the basis of the weighted average number of common shares
outstanding during each year and includes shares assumed issued upon the
exercise of all dilutive stock options and common stock purchase warrants
and the purchase of treasury stock with the proceeds at the average market
price for the period. Fully diluted earnings per share assumes the
exercise of all dilutive stock options and common stock purchase warrants
and the purchase of treasury stock at the higher of the market price at the
end of the year or the average market price during the year. For fiscal
year 1993, the computation of fully diluted earnings per share did not have
a dilutive effect on earnings per share.

The number of shares used in computing income (loss) per share was
30,095,000, 28,054,000 and 9,765,000 for the years ended June 30, 1995,
1994 and 1993, respectively.

Supplemental income per share for the year ended June 30, 1993 was
calculated assuming the Company's comprehensive refinancing (as described
in Note 4) took place on July 1, 1992. The Company's supplemental net
income per share for the year ended June 30, 1993 was $0.32.

Postretirement Benefits Other Than Pensions

On July 1, 1993, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 106 "Employers' Accounting for
Postretirement Benefits Other Than Pensions" ("FAS No. 106"). This
standard requires companies to accrue postretirement benefits throughout
the employees' active service periods until they attain full eligibility
for those benefits. The transition obligation (the accumulated
postretirement benefit obligation at the date of adoption) may be
recognized either immediately or by amortization over the longer of the
average remaining service period for active employees or 20 years.

In connection with the adoption of this standard, the Company recorded a
non-cash charge of $3.0 million representing the immediate recognition of
the accumulated postretirement benefit obligation at the date of adoption.

3. Debt and Lines of Credit

Exhibit 99.1, Page 7
<PAGE> 10

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Debt and Lines of Credit (continued)

the Company has entered into a new agreement providing for a $18.0 million
credit facility. The facility includes a $10.0 million term loan (the
"Term Loan") and a $8.0 million revolving credit facility (the "Revolver").

At June 30, 1995, the outstanding balances under the Term Loan and the
Revolver were $10.0 and $5.8 million, respectively. The outstanding
balance of the Revolver has been classified as a current liability at June
30, 1995. Both the Term Loan and the Revolver bear interest at the prime
rate plus 2.0%. The Term Loan is payable in 36 equal monthly installments
of $139,000 each, commencing August 1, 1995, with a final payment of
approximately $5.0 million payable August 1, 1998. The Revolver may be
repaid and reborrowed, subject to certain collateral requirements, at any
time during the term ending August 1, 1998. The Company has pledged
substantially all of its domestic assets as collateral for the Term Loan
and the Revolver. The Company may repay the Term Loan at any time without
penalty. In the event of a sale or sale/leaseback of its Oceanport and
Tinton Falls facilities, the Company is required to make a prepayment of
the Term Loan up to an amount equal to 75% of the net sale proceeds.
Certain early termination fees apply if the Company terminates the facility
in its entirety prior to August 1, 1998.

The new agreement contains various covenants and restrictions, which among
other things (1) place certain limits on corporate acts of the Company such
as fundamental changes in the corporate structure of the Company,
investments in other entities, incurrence of additional indebtedness,
creation of liens or certain distributions or dispositions of assets,
including cash dividends, and (2) require the Company to meet financial
tests on a periodic basis, the most restrictive of which relate to the
maintenance of collateral coverage and debt coverage all as defined in the
agreement. In addition, the new agreement contains a subjective provision
entitling the lender to accelerate payments under the Term Loan and
Revolver.

At June 30, 1994, the outstanding balance under the Existing Term Loan,
which resulted from modifications of a previous term loan in connection the
1993 Refinancing (defined in Note 4), was $23.0 million and bore interest,
at the Company's option, at an annual rate equal to either the prime rate
plus 1.0%, or the London Interbank Offered Rate (LIBOR) plus 3.0%. The
Existing Term Loan was payable in 24 equal monthly installments of $687,500
each, commencing July 30, 1993, with a final payment of $12.0 million
(reduced from $15 million) payable October 1, 1995. The Company had
pledged substantially all of its domestic assets as collateral for the
Existing Term Loan. The Company was able to prepay the Existing Term Loan
at any time without penalty.

Since the 1993 Refinancing, the Existing Term Loan was amended from time to
time to provide the Company with greater financial flexibility. The various
amendments provided for amendments to and waivers of certain financial
covenants, deferrals of certain scheduled debt payments, extension of the
maturity date from June 30, 1995 to October 1, 1995, up to $3.0 million in
standby letters of credit in connection with overseas lines of credit and
the issuance of 600,000 stock purchase warrants to the banks with an
exercise price per share of $1.50 which was equal to the then fair market
value. The warrants expired unexercised on September 30, 1994.

Although the Company's original term loan agreement was terminated as part
of the recapitalization of the Company in November 1991, the terms of an
interest rate swap agreement remained in effect until it was bought-out in
connection with the 1993 Refinancing. The fixed rate under the swap
agreement resulted in additional interest expense of $822,000 for the year
ended June 30, 1993.

Exhibit 99.1, Page 8
<PAGE> 11

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Debt and Lines of Credit (continued)

The net proceeds of the 1993 Refinancing ($55.0 million) together with
$11.9 million of Company cash were used to redeem in full the Subordinated
Debt. The Subordinated Debt of $55 million in principal amount issued on
November 22, 1991 bore interest at an annual rate of 12.08%, payable
semi-annually on March 15 and September 15 and payable in additional
Subordinated Debentures in lieu of cash for up to the first three years,
but not less than the first two years.

The principal amount of the Subordinated Debt, including notes issued in
lieu of payment of cash interest, was payable in a lump sum at maturity on
December 31, 1997. Subordinated Debt issued and accrued in lieu of cash
interest amounted to approximately $0.6 million and $7.4 million for the
years ended June 30, 1994 and 1993, respectively.

The Company's foreign subsidiaries have certain bank borrowing arrangements
in local currencies which provide for borrowings of up to $8,861,000 at
prevailing rates of interest ranging from 2.375% to 9.4% at June 30, 1995.
At June 30, 1995, $6,716,000 of demand notes were outstanding under such
arrangements of which $3,375,000 is guaranteed by the minority shareholder
in the Company's Japanese subsidiary and $2,749,000 is guaranteed by the
Company. Foreign unused lines of credit can be withdrawn at any time at
the option of either the Company or the lending institutions.

Annual maturities of all the Company's debt for the fiscal years ended June
30, 1996 through 2000, and thereafter, are as follows:

<TABLE>
<CAPTION>
Annual
(Dollars in thousands) Maturities
----------
<S> <C>
1996 $14,006
1997 2,048
1998 2,108
1999 5,380
2000 -
Thereafter -
-------

Total $23,542
=======
</TABLE>

4. Refinancing

On July 21, 1993, the Company completed a comprehensive refinancing (the
"1993 Refinancing"). The 1993 Refinancing consisted of the following: a)
the sale and issuance of 19,700,000 shares of common stock, with a par
value of $0.01, at a price of $3.00 per share for $59.1 million less
issuance costs of approximately $4.1 million (the "Offering"); b) the
modification of the Company's then existing bank term loan to, among other
things, extend the maturity date and reduce the interest rate; and c) the
conversion of all of the 6,981,706 outstanding shares of the Company's
convertible participating preferred stock (the "Convertible Preferred
Stock") into shares of common stock at a ratio of one to one.

The net proceeds of the Offering ($55.0 million) together with $11.9
million of Company cash were used to redeem in full the Company's
outstanding 12.08% Senior Subordinated Notes due 1997 (the "Subordinated
Debt") at face amount, plus accrued interest, as of July 21, 1993. The
Subordinated Debt was originally recorded with an original issue discount
resulting in an effective yield-to-maturity of 25%. The redemption of the
Subordinated Debt resulted in an extraordinary charge reducing net income
by $23.2 million during the first quarter of fiscal year 1994 based on an
aggregate cash redemption price of $66.9 million and a book value of $43.7
million. The 1993 Refinancing, including the effect of the redemption of
the Subordinated Debt and related

Exhibit 99.1, Page 9
<PAGE> 12

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Refinancing (continued)

$23.2 million extraordinary charge, resulted in a $31.8 million increase to
stockholders' equity as of the date the transactions were completed.

The extraordinary loss on the early extinguishment of debt is determined as
follows:

<TABLE>
<CAPTION>
(Dollars in thousands)
<S> <C>
Face amount of Subordinated Debt $64,206
Accrued interest on Subordinated Debt 2,715
-------
Sub-total 66,921

Book value of Subordinated Debt (43,728)
-------

Extraordinary loss $23,193
=======
</TABLE>

The extraordinary loss on the early extinguishment of debt did not result
in the recognition of a tax benefit due to a difference in the financial
reporting and tax bases of the underlying subordinated debt.

5. Provision for Restructuring

In January 1995 and April 1995, the Company's senior management approved
plans to restructure its operations. The restructuring plans provided for
a reduction of approximately 175 worldwide employees and the downsizing or
closing of office locations. In connection with the restructurings, the
Company recorded a $2.7 million and a $0.5 million provision for
restructuring during the quarters ended March 31, 1995 and June 30, 1995,
respectively. The provision during the quarter ended March 31, 1995 is net
of a $0.5 million release of an excess restructuring reserve previously
recorded during the three months ended September 30, 1993. The provision
includes employee terminations in positions ranging from the staff level to
the middle management level, office closings or downsizings and other
related costs which represented approximately 60%, 30% and 10% of the
provision, respectively. During the year ended June 30, 1995, the actual
cash payments related to the 1995 restructurings amounted to approximately
$2.4 million and were primarily related to employee termination costs.

During the three months ended September 30, 1993, the Company recorded a
provision for restructuring of $12.0 million in connection with its
operational restructuring to reduce its worldwide cost structure. The
provision included employee terminations, office closings or downsizings
and other related costs which represented approximately 65%, 25% and 10% of
the provision, respectively.

6. Change in Accounting Estimate

During the three months ended December 31, 1994 and 1993, the Company
recorded a sales and use tax credit of $1.0 million, or $0.03 per share,
and $1.4 million, or $0.05 per share, respectively, related to a change in
the estimate of state sales and use tax reserves based on a final state
audit determination.

7. Concentration of Credit Risk

Concentration of credit risk with respect to trade receivables is limited
due to the large number of customers comprising the Company's customer
base. Ongoing credit evaluations of customers' financial condition are
performed and collateral is generally not required.

Exhibit 99.1, Page 10
<PAGE> 13

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. Inventories

Inventories consist of:

<TABLE>
<CAPTION>
(Dollars in thousands)

1995 1994
---- ----
<S> <C> <C>
Raw Materials $ 7,111 $ 9,270
Work-in-process 753 2,872
Finished goods 6,646 5,687
------- -------
$14,510 $17,829
======= =======
</TABLE>

9. Property, Plant and Equipment and Other Long-Term Assets

Property, plant and equipment consists of:

<TABLE>
<CAPTION>
(Dollars in thousands)
1995 1994
---- ----
<S> <C> <C>
Land $ 5,346 $ 5,275
Buildings 17,158 16,530
Machinery and equipment 53,636 47,581
-------- --------
76,140 69,386
Less: Accumulated depreciation (37,573) (26,644)
------- -------
$ 38,567 $ 42,742
======== ========
</TABLE>

For the years ended June 30, 1995, 1994 and 1993, depreciation and
amortization expense for property plant and equipment amounted to
$10,641,000, $11,685,000 and $12,668,000 respectively.

10. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of:

<TABLE>
<CAPTION>
(Dollars in thousands)
1995 1994
---- ----
<S> <C> <C>
Accounts payable - trade $11,023 $13,327
Accrued payroll, vacation and other
employee expenses 8,510 12,775
Restructuring costs 2,568 6,274
Other accrued expenses 7,184 12,311
------- -------
$29,285 $44,687
======= =======
</TABLE>

11. Income Taxes

On July 1, 1993, the Company adopted the provisions of FAS No. 109. The
cumulative effect of adopting this standard resulted in the Company
recording a $2.0 million non-cash charge reducing its deferred tax assets
as of the date of adoption. Prior years' financial statements have not
been restated.

The domestic and foreign components of income (loss) before provision for
income taxes, extraordinary gain (loss) on early extinguishment of debt,
and the cumulative effect of change in accounting principles are as
follows:

<TABLE>
<CAPTION>
(Dollars in thousands)

1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
United States $ (4,705) $ (5,758) $5,797
Foreign 4,399 (4,573) 372
-------- --------- ------
$ (306) $ (10,331) $6,169
======= ========= ======
</TABLE>

Exhibit 99.1, Page 11
<PAGE> 14

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Income Taxes (continued)

The components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>
(Dollars in thousands)

1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Current:
Federal $ - $ - $ 300
Foreign 1,700 1,300 1,692
State - - 72
------- ------- -------
Total $ 1,700 $ 1,300 $ 2,064
------- ------- -------

Deferred:
Federal $ - $ - $ -
Foreign - - 236
State - - -
------- ------- -------
Total $ - $ - $ 236
------- ------- -------

Total $ 1,700 $ 1,300 $ 2,300
======= ======= =======
</TABLE>

For the fiscal years ended June 30, 1995 and 1993, the current provision
for income taxes includes an equivalent charge of $300,000 and $572,000,
respectively, which was fully offset in capital in excess of par value due
to the utilization of tax loss carryforwards which originated prior to the
Company's quasi-reorganization, effected on December 31, 1991.

A reconciliation of the Federal statutory tax provision to the Company's
provision for income taxes is as follows:

<TABLE>
<CAPTION>
(Dollars in thousands)

1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Income (loss) before provision for
income taxes, extraordinary gain
(loss) and cumulative effect of
change in accounting principles $ (306) $(10,331) $ 6,169
------ -------- -------

Tax at Federal statutory rate (104) (3,513) 2,097
U.S. Federal and non U.S. net
operating losses for which no
tax benefit was recorded 2,890 4,466 1,472
Difference between U.S. and non
U.S. income tax rates (1,146) 10 329
Tax benefit related to permanent
differences - - (1,496)
State income tax - - 54
Other 60 337 (156)
------ -------- -------
Provision for income taxes $1,700 $ 1,300 $ 2,300
====== ======== =======
</TABLE>

Exhibit 99.1, Page 12
<PAGE> 15

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Income Taxes (continued)

As of June 30, 1995 and 1994, the Company's deferred tax assets were
comprised of the following:

<TABLE>
<CAPTION>
(Dollars in thousands)
June 30, June 30,
1995 1994
---- ----
<S> <C> <C>
Gross deferred tax assets related to:
Net operating loss carryforwards $37,740 $34,170
Accumulated depreciation 3,737 5,042
Restructuring reserves 3,253 4,276
Inventory reserves 3,300 3,557
Accrued compensation 931 1,544
Post-retirement benefits 928 1,010
Other 2,426 3,009
------- -------
Total Gross deferred tax assets 52,315 52,608
Valuation Allowance (52,315) (52,608)
------- -------
Net deferred tax assets $ 0 $ 0
======= =======
</TABLE>

During fiscal year 1994, the deferred tax liability related to the
Company's Subordinated Debt was reversed upon the early extinguishment of
such debt. In connection with this reversal, the Company recorded a
corresponding increase to its deferred tax asset valuation allowance.

As of June 30, 1995, the Company has remaining net operating loss
carryforwards of approximately $104 million for income tax purposes.
Approximately $61 million of these net operating loss carryforwards
originated prior to the Company's quasi-reorganization, effected on
December 31, 1991. In addition, approximately $9 million of these net
operating loss carryforwards originated subsequent to the Company's
quasi-reorganization through the date of the 1993 Refinancing.

Any future benefits attributable to the net operating loss carryforwards
which originated prior to the Company's quasi-reorganization are accounted
for through adjustments to capital in excess of par value. Under the
changes in ownership provisions of Section 382 of the Internal Revenue
Code, future benefits attributable to the net operating loss carryforwards
and tax credits which originated prior to the quasi-reorganization are
limited to approximately $1.3 million per year and those which originated
subsequent to the Company's quasi-reorganization through the date of the
1993 Refinancing are limited to approximately $0.3 million per year. The
Company's net operating loss carryforwards begin to expire in 2004. As of
June 30, 1995, after giving effect to the aforementioned Internal Revenue
Code limitation, the Company has remaining utilizable net operating loss
carryforwards of approximately $66 million for income tax purposes.

Deferred income taxes have not been provided on approximately $10 million
of undistributed earnings of foreign subsidiaries, which originated
subsequent to the Company's quasi-reorganization, primarily due to either
the Company's required investment in certain subsidiaries or foreign tax
rates which exceed the U.S. tax rate.

Additionally, deferred income taxes have not been provided on approximately
$3 million of undistributed earnings of foreign subsidiaries which
originated prior to the Company's quasi-reorganization. The impact of both
the subsequent repatriation of such earnings and the resulting offset, in
full, from the utilization of net operating loss carryforwards will be
accounted for through adjustments to capital in excess of par value. The
Company has sufficient net operating loss carryforwards remaining to offset
such subsequent repatriation.

Exhibit 99.1, Page 13
<PAGE> 16

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. Geographic Information

Below is a summary of the Company's 1995, 1994 and 1993 financial data by
geographic area.

<TABLE>
<CAPTION>
(Dollars in thousands)
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Net Sales:
United States $ 75,362 $106,256 $141,355
Intercompany 15,265 17,241 20,938
-------- -------- --------
90,627 123,497 162,293
-------- -------- --------

Europe 39,431 43,807 47,031
Intercompany 127 38 19
-------- -------- --------
39,558 43,845 47,050
-------- -------- --------

Asia/Pacific 14,100 14,380 16,051
Japan 7,818 11,759 12,299
Other 3,433 2,829 3,728
-------- -------- --------
25,351 28,968 32,078
-------- -------- --------
155,536 196,310 241,421
Eliminations (15,392) (17,279) (20,957)
-------- -------- --------
Total $140,144 $179,031 $220,464
======== ======== ========

Operating income (loss):
United States $ (2,398) $ (3,836) $ 18,440
Europe 4,602 (2,432) (493)
Asia/Pacific 3,809 2,010 2,237
Japan (1,792) (103) 493
Other 863 853 1,050
General corporate expenses (2,741) (2,976) (3,179)
Eliminations (261) (509) 190
-------- -------- --------
Total $ 2,082 $ (6,993) $ 18,738
======== ========= ========
</TABLE>

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Identifiable assets:
United States $106,510 $128,147
Europe 24,493 26,748
Asia/Pacific 7,441 6,115
Japan 11,559 12,113
Other 1,807 1,815
Corporate 5,489 8,285
Eliminations (58,940) (60,053)
-------- --------
Total $ 98,359 $123,170
======== ========
</TABLE>

Intercompany transfers between geographic areas are accounted for at prices
similar to those available to comparable unaffiliated customers. Sales to
unaffiliated customers outside the U.S., including U.S. export sales, were
$66,913,000, $73,893,000 and $83,134,000 for the years ended June 30,
1995, 1994 and 1993, respectively, which amounts represented 48%, 41%, and
38% of total sales for the respective years.

Sales to the U.S. Government and its agencies amounted to $39,207,000,
$54,757,000 and $64,340,000, respectively, for the years ended June 30,
1995, 1994 and 1993, which amounts represented 28%, 31% and 29% of total
sales for the respective years. The Company's revenues are derived from
various customer sources including Unisys Corp., the prime contractor under
the U.S. Department of Commerce's Next Generation Radar (NEXRAD) program
and the U.S. Department of Commerce under the NEXRAD program. Sales to
Unisys Corp. amounted to $7,473,000, $22,245,000 and $35,723,000,
respectively, for the years ended June 30, 1995, 1994 and 1993, which
amounts represented 5%, 12% and 16%, respectively, of total revenues.
Sales directly to U.S. Department

Exhibit 99.1, Page 14
<PAGE> 17

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. Geographic Information (continued)

of Commerce amounted to $10,022,000 for the year ended June 30, 1995 which
amount represented 7% of total revenues.

13. Retirement Benefits

The Company has a retirement savings plan (the "Plan") available to U.S.
employees which qualifies as a defined contribution plan under Section
401(k) of the Internal Revenue Code. Annual Company contributions
currently are determined based upon the achievement of certain return on
equity objectives with the minimum contribution being 2% of employees'
eligible earnings, as defined by the Plan. The Company also matches a
portion of employees' before-tax savings.

The Company's annual and matching contributions under this plan are as
follows:

<TABLE>
<CAPTION>
(Dollars in thousands)
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Annual contribution in common stock $ 518 $ 767 $ 1,100
Matching contribution 251 333 359
------- -------- -------

Total $ 769 $ 1,100 $ 1,459
======= ======== =======
</TABLE>

The Company's annual contribution under this Plan for the year ended June
30, 1995 was funded in common stock of the Company during the quarter
ending September 30, 1995.

Certain foreign subsidiaries of the Company maintain pension plans for
their employees which conform to the common practice in their respective
countries. The pension expense related to these plans amounted to
$381,000, $213,000 and $286,000 for the years ended June 30, 1995, 1994 and
1993, respectively.

The Company's net pension expense (income) for the years ended June 30,
1995, 1994 and 1993 consists of the following components:

<TABLE>
<CAPTION>
(Dollars in thousands)
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Service cost $ 645 $ 522 $ 509
Interest cost 653 546 539
Return on plan assets (661) (707) (1,324)
Net amortization and deferral (256) (148) 562
------ ------ ------
$ 381 $ 213 $ 286
====== ====== ======
</TABLE>

Exhibit 99.1, Page 15
<PAGE> 18

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. Retirement Benefits (continued)

The funded status of the Company's international pension plans at June 30,
1995 and 1994 was as follows:

<TABLE>
<CAPTION>
(Dollars in thousands)
1995 1994
---- ----
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation $7,624 $6,048
Accumulated benefit obligation 7,783 6,207

Projected benefit obligation 9,288 7,486
Plan assets at fair value 9,531 8,718
------ ------

Plan assets in excess of projected
benefit obligation 243 1,232
Unrecognized net asset at transition (418) (479)
Unrecognized net gain (806) (1,499)
------ ------

Accrued pension liability $ (981) $ (746)
====== ======
</TABLE>

In determining the present value of benefit obligations and the expected
return on plan assets for the Company's foreign pension plans, the
following assumptions were used for the years ended June 30, 1995, 1994 and
1993:

<TABLE>
<CAPTION>
(Dollars in Thousands)
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Discount rate 6.0% to 9.0% 6.0% to 9.0% 7.5% to 9.0%
Rate of increase in future
compensation levels 4.0% to 7.0% 4.0% to 6.0% 5.5% to 6.0%
Expected long-term
rate of return 7.0% to 9.0% 7.0% to 10.0% 7.5% to 10.0%
</TABLE>

Plan assets are comprised primarily of investments in managed funds
consisting of common stock, money market and real estate investments.

14. Postretirement Benefits Other Than Pensions

On July 1, 1993, the Company adopted the provisions of FAS No. 106. In
connection with the adoption of this standard, the Company recorded a
non-cash charge of $3.0 million representing the immediate recognition of
the accumulated postretirement benefit obligation at the date of adoption.

The Company has a plan for retiree medical and life insurance benefits for
its U.S. employees but does not have any significant foreign plans. Based
on the terms of the U.S. plan, participants must be age 55 with at least 10
years of service to be eligible for medical benefits. If the retiree is
age 55 and has a minimum of five years of service, but less than 10 years
of service, coverage of certain medical benefits can be purchased through
the Company.

The comprehensive plan, which may be amended at the Company's discretion,
provides lifetime coverage for retirees and coverage for spouses until one
year after the death of the retiree. The plan provides that the Company's
costs will be capped at the 1993 level. Eligibility for life insurance is
restricted to employees who retired prior to January 1993.

Exhibit 99.1, Page 16
<PAGE> 19

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. Postretirement Benefits Other Than Pensions (continued)

The unfunded status of the plan at June 30, 1995 and 1994 was as follows:

Accumulated Postretirement Benefit Obligation:

<TABLE>
<CAPTION>
(Dollars in thousands)
June 30, June 30,
1995 1994
---- ----
<S> <C> <C>
Active Ineligible Plan Participants $ 790 $1,115
Active Eligible Plan Participants 521 516
Retirees and Dependents 1,275 1,356
------ ------
Total accumulated postretirement
benefit obligation 2,586 2,987

Unrecognized net gain 144 -
Accrued postretirement benefit
------ ------
obligation $2,730 $2,987
====== ======
</TABLE>

The Company's net periodic postretirement benefit expense (income) for the
years ended June 30, 1995 and 1994 consist of the following components:

<TABLE>
<CAPTION>
(Dollars in thousands)

1995 1994
---- ----
<S> <C> <C>
Service cost $116 $188
Interest cost 209 238
Return on plan assets - -
Curtailment gain (422) (300)
--- ----
$(97) $126
==== ====
</TABLE>

For the year ended June 30, 1993, the Company recognized postretirement
benefit costs as incurred, thus the amounts recognized as expense in prior
years are not comparable.

During the years ended June 30, 1995 and 1994, the Company recorded a
curtailment gain of $422,000 and $300,000, respectively as a result of the
reduction in work force in connection with several restructuring
initiatives undertaken by the Company.

In determining the accumulated postretirement benefit obligation for the
years ended June 30, 1995 and 1994, the assumed weighted average discount
rate was 7.5% and the assumed rate of increase in compensation was 5.0%.

Assumed health care cost increases, estimated to be 9% for the fiscal year
1996, decline at a rate of approximately 0.5% to 1.0% per year to the
ultimate trend rate of 5.0% in the year 2001. Notwithstanding the above, a
1% increase in the health care cost trend rate would not have an effect on
the accumulated postretirement benefit obligation since the plan provides
that the Company's future costs will be capped at the 1993 level.

15. Employee Stock Plans

The Company has a Stock Option Plan providing for the grant of incentive
stock options to employees with an exercise price not less than fairmarket
value and non-qualified stock options (NSOs) to employees, non-employee
directors and consultants with an exercise price not less than 50% of fair
market value. The Stock Option Plan is administered by the Stock Award
Committee comprised of members of the Compensation Committee of the Board
of Directors or the Board of Directors, as the case may be. Under the
plan, the

Exhibit 99.1, Page 17
<PAGE> 20

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. Employee Stock Plans (continued)

Stock Award Committee may award, in addition to stock options, shares of
Common Stock on a restricted basis. The plan also specifically provides
for stock appreciation rights and authorizes the Stock Award Committee to
provide, either at the time of the grant of an option or otherwise, that
the option may be cashed out upon terms and conditions to be determined by
the Committee or the Board. Only stock options, which for the most part
contain limited stock appreciation rights in connection with a change of
control followed by certain subsequent events, have been granted under the
plan. The plan terminates on January 31, 2002. Stockholders have approved
the purchase of up to 3,929,841 shares under the plan.

Changes in options outstanding under the plan during the years ended June
30, 1993, 1994 and 1995 are as follows:

<TABLE>
<CAPTION>
Number of
Options Price Per Option
---------- ----------------
<S> <C> <C>
Outstanding at June 30, 1992 987,316 $ .10 - $58.75
Granted 759,663 $ 2.13 - $ 6.50
Exercised (2,140) $ 1.88 - $ 4.38
Canceled (41,648) $ 1.88 - $53.75
---------- -----------------

Outstanding at June 30, 1993 1,703,191 $ .10 - $58.75
Granted 1,787,596 $ 1.63 - $ 3.31
Exercised (283) $ 1.88 - $ 2.13
Canceled (697,663) $ 1.88 - $58.75
---------- -----------------

Outstanding at June 30, 1994 2,792,841 $ .10 - $56.25
Granted 3,128,942 $ .875 - $ 2.12
Exercised - -
Canceled (2,685,080) $ 1.63 - $45.00
---------- -----------------

Outstanding at June 30, 1995 3,236,703 $ .10 - $56.25
========== =================
</TABLE>

Included in the 3,128,942 options granted in fiscal year 1995 are 1,917,493
options granted in a stock option repricing program. The stock option
repricing program was effected on March 1, 1995 and provided for the
repricing of stock options held by current employees and members of the
Board of Directors to an exercise price equal to the net asset book value
per share at December 31, 1994 (the latest balance sheet date prior to the
grant) and the cancellation of a like number of previously granted stock
options without restarting the vesting schedule associated with the
canceled options or extending the term.

Included in the 1,787,596 options granted in fiscal year 1994 are 777,850
options granted in consideration of the eight-month deferral of worldwide
annual merit salary increases and 117,728 options granted in consideration
of the cancellation of a like number of previously granted stock options
and the restarting of the vesting schedule associated with the canceled
options.

Options with respect to 1,413,937 shares of common stock, with an average
exercise price of $2.20, were exercisable at June 30, 1995.

The Company has an Employee Stock Purchase Plan (the "Purchase Plan")
pursuant to which the Company is authorized to grant rights to employees to
purchase up to an aggregate of 1,000,000 shares of common stock in a series
of offerings, each of which generally lasts six to twelve months. Unless
extended by the stockholders, the Purchase Plan expires December 31, 1997.
Substantially all employees are eligible to participate in the Purchase
Plan. The purchase price of shares of common stock is limited to the
lesser of 85%

Exhibit 99.1, Page 18
<PAGE> 21

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. Employee Stock Plans (continued)

of the fair market value of the common stock on the commencement of the
offering and the last day of the offering. As of June 30, 1995, the
Company had issued 390,522 shares and had 609,478 shares of common stock
available for issuance pursuant to the Purchase Plan.

16. Rights Plan

On July 31, 1992, the Board of Directors of the Company declared a dividend
distribution of one Series A Participating Cumulative Preferred Right for
each share of the Company's common stock and Convertible Preferred Stock.
The dividend was made to stockholders of record on August 14, 1992. Under
the rights plan, each Right becomes exercisable unless redeemed (1) after a
third party owns 20% or more of the outstanding shares of the Company's
voting stock and engages in one or more specified self-dealing
transactions, (2) after a third party owns 30% or more of the outstanding
voting stock or (3) following the announcement of a tender or exchange
offer that would result in a third party owning 30% or more of the
Company's voting stock. Any of these events would trigger the rights plan
and entitle each right holder to purchase from the Company one
one-hundredth of a share of Series A Participating Cumulative Preferred
Stock at a cash price of $30 per right.

Under certain circumstances following satisfaction of third party ownership
tests of the Company's voting stock, upon exercise each holder of a right
would be able to receive common stock of the Company or its equivalent, or
common stock of the acquiring entity, in each case having a value of two
times the exercise price of the right. The rights will expire on August
14, 2002 unless earlier exercised or redeemed, or earlier termination of
the plan.

The adoption of the plan reinstated a similar rights plan put in place in
July 1989, which was terminated in connection with the recapitalization of
the Company in November 1991 to avoid its inadvertent trigger.

17. Quarterly Consolidated Financial Information (Unaudited)

The following is a summary of quarterly financial results for the years
ended June 30, 1995 and 1994:

<TABLE>
<CAPTION>
(Dollars in thousands, except per share amounts)

1995
----
Three Months Ended
------------------

September December March June
30, 1994 31, 1994 31, 1995 30, 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $41,508 $37,786 $30,344 $30,506

Gross margin $18,777 $17,286 $11,384 $13,220

Net income (loss) (a) $ 1,674 $ 1,040 $(4,985) $ 265

Net income (loss) per share $ 0.06 $ 0.03 $ (0.17) $ 0.01
</TABLE>

(a) Net income/(loss) for the three months ended March 31, and June 30, 1995
reflect a provision for restructuring of $2.7 and $0.5 million,
respectively. Net income for the three months ended December 31, 1994
reflects a sales and use tax credit of $1,000,000. Net income for the
three months ended June 30, 1995 reflects an adjustment to inventory
reserves of $0.9 million.

Exhibit 99.1, Page 19
<PAGE> 22

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17. Quarterly Consolidated Financial Information (Unaudited) (continued)

1994 Three Months Ended
---- ------------------

September December March June
30, 1993 31, 1993 31, 1994 30, 1994
--------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 49,360 $40,688 $44,059 $44,924

Gross margin $ 22,852 $15,783 $17,531 $19,875

Income (loss) before
extraordinary loss and
cumulative effect of
change in accounting
principles $ (11,015) $(3,492) $ 579 $ 2,297

Net income (loss) (a) $ (39,208) $(3,492) $ 579 $ 2,297

Income (loss) per share: (b)

Income (loss) before
extraordinary loss and
cumulative effect of
change in accounting
principles $ (0.47) $ (0.12) $ 0.02 $ 0.08

Net income (loss) $ (1.67) $ (0.12) $ 0.02 $ 0.08
</TABLE>

(a) Net loss for the three months ended September 30, 1993 reflects an
extraordinary loss on early extinguishment of debt of $23,193,000 ($0.99
per share), a cumulative effect of change in accounting principles of $5.0
million ($0.21 per share) and a provision for restructuring of $12.0
million. Net loss for the three months ended December 31, 1993 reflects a
sales and use tax credit of $1,440,000. Net income for the three months
ended June 30, 1994 reflects an adjustment to inventory reserves of $1.5
million.

(b) Net income (loss) per share when added does not equal the reported fiscal
year amount primarily due to the effect on average shares outstanding from
the issuance of 324,377 shares of common stock during the three months
ended September 30, 1993 in connection with the annual contribution to the
Company's retirement savings plan for fiscal year 1993 and the issuance of
19,700,000 shares of common stock and the conversion of 6,981,706 shares of
Convertible Preferred Stock to common stock during the three months ended
September 30, 1993 in connection with the 1993 Refinancing (see Note 4).

18. Commitments and Contingencies

The Company leases certain sales and service offices, warehousing, and
equipment. The leases expire at various dates through 2005 and generally
provide for the payment of taxes, insurance and maintenance costs.
Additionally, certain leases contain escalation clauses which provide for
increased rents resulting from the pass through of increases in operating
costs, property taxes and consumer price indexes.

Exhibit 99.1, Page 20
<PAGE> 23

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18. Commitments and Contingencies (continued)

At June 30, 1995, future minimum payments under noncancelable operating
leases for the fiscal years ending June 30 of each year are as follows:

<TABLE>
<CAPTION>
(Dollars in thousands)
<S> <C>
1996 $ 4,551
1997 3,127
1998 1,753
1999 146
2000 90
2001 and thereafter 182
-------
$ 9,849
=======
</TABLE>

Rent expense amounted to $6,686,000, $8,369,000, and $9,731,000 for the
years ended June 30, 1995, 1994 and 1993, respectively.

The Company, from time to time, is involved in litigation incidental to the
conduct of its business. The Company and its counsel believe that such
pending litigation will not have a material adverse effect on the Company's
results of operations or financial condition.

Additionally, the U.S. government has asserted that the Company's prices
for shipments of spare parts prior to 1994 under the U.S. Department of
Commerce's Next Generation Weather Radar (NEXRAD) program were too high.
No claim or action has been filed against the Company. The Company
believes that its pricing practices are in compliance with applicable
regulations and intends to vigorously defend against any claim. Although
there can be no assurance, the Company expects that any resolution of the
matter will not have a material adverse affect on the Company's financial
condition or liquidity.

The Company has entered into employment agreements with its executive
officers. In the event an executive officer is terminated directly by the
Company without cause or in certain circumstances constructively by the
Company, the terminated officer will be paid severance compensation for a
one-year period (a two-year period in the case of the Chief Executive
Officer) in an annualized amount equal to the respective officer's annual
salary then in effect plus an amount equal to the then most recent annual
bonus paid or, if determined, payable, to such officer. At June 30, 1995,
the maximum contingent liability under these agreements is approximately
$1.9 million. The Company's employment agreements with its executive
officers contain certain offset provisions, as defined in their respective
agreements.

On May 5, 1992, the Company completed the sale of its Cork, Ireland
facility to the Industrial Development Authority (the "IDA"). Under the
terms of this agreement, the Company is required to maintain its European
service/repair center in Ireland through April 30, 1998 and maintain
minimum employment levels. In the event the Company does not meet these
requirements, the IDA may require payment of up to approximately $590,000
(360,000 Irish pounds). The Company's contingent obligation to the IDA is
collateralized by the machinery and equipment of the Company's Ireland
subsidiary.

19. Subsequent Event

On September 26, 1995, the Company entered into a contract providing for
the sale/leaseback of its Oceanport, New Jersey facility. The transaction
is expected to close during the quarter ending December 31, 1995. The $15
million sales price will be reduced by estimated selling costs of

Exhibit 99.1, Page 21
<PAGE> 24

CONCURRENT COMPUTER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

19. Subsequent Event (continued)

approximately $1.0 million. A portion of the net proceed will be applied
to the remaining outstanding balance of the Term Loan (approximately $9.3
million). The remainder of the net proceeds will be then available for
working capital purposes. However, there can be no assurance that the
transaction will be completed as contemplated.

Exhibit 99.1, Page 22

<PAGE> 1

EXHIBIT 99.2*

* Management's Discussion and Analysis of Financial Condition and Results of
Operations of Concurrent Computer Corporation. References in Exhibit 99.2 to
"the Company" refer to Concurrent.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW

During fiscal year 1995, the Company continued to experience a decline in
net sales. Sales cycles in many of the Company's markets tend to be protracted
thus delaying certain orders and revenues. In addition, intense competition,
rapid advances in technology, government spending levels and general economic
conditions impact the Company's business. Despite the decline, operating
income improved by approximately $9.1 million and net cash from operations
improved by approximately $4.1 million as a result of the Company's
productivity improvements, restructuring and ongoing cost reduction
initiatives. The Company continues to manage its resources and to focus its
revenue generating activities with the objectives to achieve growth and improve
profitability. In addition, the Company continues to pursue various additional
financing alternatives, including a sale/leaseback of its Oceanport, New Jersey
facility, to improve its financial flexibility. The Company believes that it
will be able to meet its obligations when due through its operating and
financing efforts.

During the second half of fiscal year 1995, revenues from international
markets exceeded those of North America. International sales and business
opportunities for the Company's standards based, POSIX compliant MAXION
multiprocessor system appear to be gaining momentum. The decline in North
America business is due to the anticipated decline in sales of proprietary
systems, reduced shipments under the U.S. Department of Commerce's Next
Generation Weather Radar (NEXRAD) program and less than anticipated open
systems business. The Company is pursuing a number of major program
opportunities for its MAXION systems. Prospects are promising but uncertain.
Given the long (6-18 months) selling cycle for such programs, the benefits from
such programs may not be realized for more than six months.

The Company's objective is to increase revenues by providing real-time
computer systems and services to its installed base of proprietary systems and
to its open systems target markets. The achievement of these objectives
requires that the Company continue to enhance its proprietary hardware and
operating system platforms, while investing in the development of its real-time
open system hardware and operating systems and providing industry standard
product enhancements, such as networking, graphics and data acquisition. The
future growth of the Company's business and its future financial performance
will depend, to a significant extent, upon its ability to continue to develop
and market competitive open systems which meet the real-time computing needs of
its targeted customers.

One of the goals of the Company's strategy is to minimize the effect of the
anticipated decline in sales of the Company's proprietary systems and
traditional maintenance and support services, while increasing sales of its
open systems and associated services. Since the average selling price of an
open system is considerably less than the average selling price of a
proprietary system, the number of total systems sold must increase to maintain
and grow revenues. A shift in sales from proprietary systems, however, is
likely to result in lower gross margins as the gross margins on open systems
are currently lower than gross margins on proprietary systems. The Company's
operating income would be adversely affected by such a shift unless total net
sales increase, the gross margins on its open systems improve and/or total
operating expenses are further reduced. Although there can be no assurance
that this will be the case, the Company believes gross margins on its open
systems will improve as the shift to customer purchases of larger
multiprocessor and server-class systems increases.

Exhibit 99.2, Page 1
<PAGE> 3

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SELECTED OPERATING DATA AS A PERCENTAGE OF NET SALES

The Company considers its computer systems and service business (including
maintenance, support and training) to be one class of products which accounted
for the percentages of net sales set forth below. The following table sets
forth selected operating data as a percentage of net sales for certain items in
the Company's consolidated statements of operations for the periods indicated.

<TABLE>
<CAPTION>
1995 1994* 1993*
---- ---- ----
<S> <C> <C> <C>
Net sales:
Computer systems 51.4% 56.0% 60.3%
Service and other 48.6 44.0 39.7
----- ----- -----

Total net sales 100.0 100.0 100.0

Cost of sales (% of respective sales category):
Computer systems 53.6 54.3 45.1
Service and other 60.0 61.6 63.5
----- ----- -----

Total cost of sales 56.7 57.5 52.4

Gross margin 43.3 42.5 47.6

Operating expenses:
Research and development 13.9 13.3 12.2
Selling, general and administrative 26.3 27.2 26.9
Provision for restructuring 2.3 6.7 -
Sales and use tax credit (0.7) (0.8) -
----- ----- -----
Total operating expenses 41.8 46.4 39.1
----- ----- -----

Operating income (loss) 1.5 (3.9) 8.5

Interest expense (1.9) (1.9) (6.1)
Interest income 0.4 0.3 0.5
Other non-recurring charge (0.7) - -
Other income (expense) - net 0.5 (0.3) (0.1)
----- ----- -----

Income (loss) before provision for income
taxes, extraordinary loss and cumulative
effect of change in accounting principles (0.2) (5.8) 2.8

Provision for income taxes 1.2 0.7 1.0
----- ----- -----

Income (loss) before extraordinary loss and
cumulative effect of change in accounting
principles (a) (1.4)% (6.5)% 1.8%
===== ===== =====
</TABLE>

* Reclassified to conform to current year presentation.

(a) The percentage for the year ended June 30, 1994 excludes a $23.2 million
extraordinary loss on early extinguishment of debt and a $5.0 million
non-cash charge for the cumulative effect of change in accounting
principles.

Exhibit 99.2, Page 2
<PAGE> 4

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Fiscal Year 1995 in Comparison to Fiscal Year 1994

Net Sales

Net sales for fiscal year 1995 were $140.1 million, a decrease of $38.9
million from fiscal year 1994. This decrease was due to a decrease of $28.2
million, or 28.1%, in computer systems sales and a decrease of $10.7 million,
or 13.5%, in service and other revenues. The decrease in computer system sales
was primarily due to the anticipated decline in sales of proprietary systems
and reduced shipments under the U.S. Department of Commerce's Next Generation
Weather Radar (NEXRAD) program. Although sales of open systems remained
constant, sales of the Company's MAXION open systems increased while sales of
other open systems declined. The decrease in service and other revenues was
primarily due to the decline in computer system sales experienced in prior
periods which resulted in fewer maintenance contracts and a decline in renewal
rates on maturing contracts partially offset by approximately $3.3 million
related to the impact of favorable foreign exchange rates.

Gross Margin

Gross Margin, as measured in dollars and as a percentage of net sales, was
$60.6 million and 43.3%, respectively, for fiscal year 1995 compared to $76.0
million and 42.5%, respectively, for fiscal year 1994. The decrease in gross
margin dollars was primarily due to the aforementioned decline in net sales
partially offset by cost savings resulting from the operational restructurings
implemented during fiscal year 1994 and fiscal year 1995. The increase in
gross margin as a percentage of net sales was primarily due to cost savings
resulting from the operational restructurings implemented during fiscal year
1994 and fiscal year 1995 partially offset by the decline in net sales.

Operating Income

Operating income for fiscal year 1995 was $2.1 million compared to
operating loss of $7.0 million for fiscal year 1994. The $9.1 million increase
in operating income was due to a $16.1 million reduction in operating expenses
and a net reduction of $8.8 million in the provision for restructuring (a $3.2
million provision for restructuring in the current year offset by a $12.0
million provision for restructuring in the prior year) partially offset by the
$15.4 million decrease in gross margin and a $0.4 million reduction in the
sales and use tax credit as compared to a similar credit in the prior year. The
sales and use tax credit in both periods relates to a change in the estimate of
state sales and use tax reserves based on a final state audit determination.

The $16.1 million decrease in operating expenses was primarily due to a
$11.7 million decrease in selling, general and administrative expenses and a
$4.4 million decrease in net research and development expenses. The $4.4
million decrease in net research and development expenses reflects a $5.8
million decrease in gross research and development expenses partially offset by
a $1.4 million decrease in the amount of software production costs which were
capitalized during the period. The decrease in selling, general and
administrative and gross research and development expenses is primarily due to
cost savings resulting from the operational restructurings implemented during
fiscal year 1994 and fiscal year 1995.

Income (Loss) Before Extraordinary Gain (Loss)
and Cumulative Effect of Change in Accounting Principles

Loss before extraordinary loss and cumulative effect of change in
accounting principles was $2.0 million for fiscal year 1995 compared to a loss
of $11.6 million for fiscal year 1994. The $9.6 million change results from
the $9.1

Exhibit 99.2, Page 3
<PAGE> 5

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

million increase in operating income and a $0.5 million net decrease in
non-operating expenses. The decrease in non-operating expenses was primarily
due to a $0.8 million decrease in interest expense resulting from the reduction
of the Company's indebtedness, a $0.6 million increase in income related to
minority interest and a $0.5 million decrease in foreign exchange losses
partially offset by a $1.0 million other non-recurring charge incurred in the
current year period and a $0.4 million increase in the provision for income
taxes. The $1.0 million other non-recurring charge incurred in the current
year was a result of an adjustment of the carrying value of the Company's
Tinton Falls, New Jersey facility to its net realizable value based on current
market conditions. The increase in the provision for income taxes relates
primarily to international operations.

Fiscal Year 1994 in Comparison to Fiscal Year 1993

Net Sales

Net sales for fiscal year 1994 were $179.0 million, a decrease of $41.4
million from fiscal year 1993. This decrease was due to a decrease of $32.6
million, or 24.5%, in computer systems sales and a decrease of $8.8 million, or
10.1%, in service and other revenues. The decrease in computer system sales
was primarily due to a decline in worldwide business resulting from declines
and delays in certain government spending around the world, including shipments
of spare parts under the U.S. Department of Commerce's Next Generation Weather
Radar (NEXRAD) program, and the highly competitive nature of the real-time
computer industry. The decrease in service and other revenues was primarily
due to the decline in computer system sales experienced in prior periods which
resulted in fewer maintenance contracts, a decline in renewal rates on maturing
contracts and approximately $0.7 million related to the impact of unfavorable
foreign exchange rates.

Gross Margin

Gross margin, as measured in dollars and as a percentage of net sales, was
$76.0 million and 42.5%, respectively, for fiscal year 1994 compared to $104.8
million and 47.6%, respectively, for fiscal year 1993. The decrease in gross
margin dollars and percentage was primarily due to the aforementioned decline
in net sales, unfavorable discounting of older products, unfavorable product
mix and manufacturing expenses associated with the ramp-up of full-scale
production of the MAXION multiprocessor system partially offset by cost savings
resulting from the operational restructuring during fiscal year 1994.

Operating Income

Operating loss for fiscal year 1994 was $7.0 million compared to operating
income of $18.7 million for fiscal year 1993. The $25.7 million decrease in
operating income was due to the aforementioned $28.8 million decrease in gross
margin and a $12.0 million provision for restructuring partially offset by a
sales and use tax credit of $1.4 million related to a change in the estimate of
state sales and use tax reserves and a $13.7 million reduction in operating
expenses.

The $13.7 million decrease in operating expenses was primarily due to a
$10.6 million decrease in selling, general and administrative expenses, a $1.5
million decrease in gross research and development expenses and a $1.5 million
increase in capitalized software production costs. The decrease in selling,
general and administrative and gross research and development expenses is
primarily due to cost savings resulting from the operational restructuring
during fiscal year 1994 and the completion of extensive development effort on
the MAXION multiprocessor system.

Exhibit 99.2, Page 4
<PAGE> 6

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Income (Loss) Before Extraordinary Gain (Loss)
and Cumulative Effect of Change in Accounting Principles

Loss before extraordinary gain (loss) and cumulative effect of change in
accounting principles was $11.6 million for fiscal year 1994 compared to income
of $3.9 million for fiscal year 1993. The $15.5 million change results from
the aforementioned $25.7 million decrease in operating income partially offset
by a $10.2 million net decrease in non-operating expenses. The decrease in
non-operating expenses was primarily due to a $10.1 million decrease in
interest expense resulting from the reduction of the Company's indebtedness and
a decrease in the provision for income taxes partially offset by an increase in
foreign exchange losses.

Financial Resources and Liquidity

The liquidity of the business is dependent on many factors, including sales
volume, operating profit ratio, debt service and the efficiency of asset
utilization and turnover. The future liquidity of the Company's business will
depend to a significant extent on: 1) the actual versus anticipated decline in
sales of proprietary systems and traditional services; 2) its ongoing cost
control efforts; 3) its ability to generate significant revenue growth from its
open systems; and 4) access to additional sources of financing and/or equity,
if necessary.

The liquidity of the business is also affected by: 1) the timing of
shipments which predominantly occur during the last month of the quarter; 2)
the increasing percentage of sales derived from outside of the United States
where there is generally longer accounts receivable collection patterns; 3) the
sales level in the United States where related accounts receivable are included
in the borrowing base of the Company's revolving credit facility; 4) the number
of countries in which the Company operates resulting in the requirement to
maintain minimum cash levels in each country; and 5) restrictions in some
countries where the Company operates which limit its ability to repatriate
cash.

As of June 30, 1995, the Company had a current ratio of 1.04 to 1, an
inventory turnover ratio of 4.9 times and net working capital of $1.9 million.
At June 30, 1995, cash and cash equivalents amounted to $5.7 million and
accounts receivable amounted to $25.5 million.

On June 29, 1995, the Company completed a refinancing of its then
outstanding $15.4 million existing bank term loan (the "Existing Term Loan"),
excluding up to $3.0 million in standby letters of credit in connection with
overseas lines of credit which remain in place. In connection with this
refinancing, the Company has entered into a new agreement providing for a $18.0
million credit facility. The facility includes a $10.0 million term loan (the
"Term Loan") and a $8.0 million revolving credit facility (the "Revolver").
The completion of the refinancing of the bank term loan provides the Company
with greater financial flexibility with respect to its debt service payments
and financial covenant compliance requirements. The terms of the Existing Term
Loan would have required the Company to make a final payment of $12.0 million
at maturity on October 1, 1995.

Exhibit 99.2, Page 5
<PAGE> 7

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Loan at any time without penalty. In the event of a sale or sale/leaseback of
its Oceanport and Tinton Falls, New Jersey facilities, the Company is required
to make a prepayment of the Term Loan up to an amount equal to 75% of the net
sale proceeds. Certain early termination fees apply if the Company terminates
the facility in its entirety prior to August 1, 1998.

In connection with the restructuring of its operations, the Company
recorded a provision for restructuring of $2.7 million and $0.5 million during
the quarters ended March 31, 1995 and June 30, 1995, respectively. The
restructuring provision includes employee terminations of approximately 175
worldwide employees in positions ranging from the staff level to the middle
management level, office closings or downsizings and other related costs which
represented approximately 60%, 30% and 10% of the provision, respectively. The
Company estimates that the cost savings related to the restructuring of its
operations will be approximately $2.7 million per quarter when fully realized.
Such savings began during the third quarter of fiscal year 1995 and will be
fully realized during the first quarter of fiscal year 1996. Total cash
savings began during the quarter ending June 30, 1995 and will not be
substantially realized until the quarter thereafter primarily due to employee
termination costs. During the year ended June 30, 1995, the actual cash
payments related to the 1995 restructurings amounted to approximately $2.4
million and were primarily related to employee termination costs. The Company
believes that it will be able to fund the cash outlays through cash flow from
operations and effective cash management.

Although management believes that improvements in cash flow will result
from the refinancing of the bank term loan, restructuring of operations and
other actions which will enhance the Company's ability to manage its cash
requirements, the short term prospects for the Company's liquidity are
dependent to a significant degree upon the level and stability of revenue from
sales and service of its computer systems and the Company's ongoing cost
control actions. The Company plans to continue to evaluate and manage its
resources to anticipated revenue levels to achieve improved profitability and
quarter to quarter revenue growth during fiscal year 1996. The Company is also
pursuing various additional financing alternatives including a sale or
sale/leaseback of its facilities. On September 67, 1995, the Company entered
into a contract providing for the sale/leaseback of its Oceanport, New Jersey
facility. The transaction is expected to close during the quarter ending
December 31, 1995. The $15 million sales price will be reduced by estimated
selling costs of approximately $1.0 million. A portion of the net proceeds.
Accordingly, the net proceeds will be applied to the remaining outstanding
balance of the Term Loan (approximately $9.3 million). The remainder of the
net proceeds will be then available for working capital purposes. The Company
believes that it will be able to meet its obligations when due through its
operating and financing efforts. However, there can be no assurance that the
Company's operating and financing efforts will be achieved.

Exhibit 99.2, Page 6

<PAGE> 1

EXHIBIT 99.3*

* Financial Statements of Concurrent Computer Corporation. References in
Exhibit 99.3 to "the Company" refer to Concurrent.

Exhibit 99.2, Page 1
<PAGE> 2

Concurrent Computer Corporation
Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------

1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales:
Computer systems $13,831 $13,597 35,696 $57,872
Service and other 12,342 16,747 41,412 51,766
------- ------- ------- -------
Total 26,173 30,344 77,108 109,638
------- ------- ------- -------

Cost of sales:
Computer systems 7,766 8,523 20,129 30,420
Service and other 7,517 10,437 24,297 31,771
------- ------- ------- -------
Total 15,283 18,960 44,426 62,191
------- ------- ------- -------

Gross margin 10,890 11,384 32,682 47,447
------- ------- ------- -------

Operating expenses:
Research and development 2,809 4,707 9,863 15,455
Selling, general and
administrative 6,666 8,665 21,937 28,949
Provision for restructuring - 2,700 1,300 2,700
Sales and use tax credit - - - (1,000)
------- ------- ------- -------

Total operating expenses 9,475 16,072 33,100 46,104
------- ------- ------- -------

Operating income (loss) 1,415 (4,688) (418) 1,343

Interest expense (531) (737) (1,851) (2,109)
Interest income 12 101 193 412
Other non-recurring charge - (1,000) (1,700) (1,000)
Other income (expense) - net 37 339 (480) 483
------- ------- ------- -------

Income (loss) before
provision for income taxes 933 (5,985) (4,256) (871)

Provision for income taxes 400 (1,000) 1,400 1,400
------- ------- ------- -------

Net income (loss) $ 533 $(4,985) $(5,656) $(2,271)
======= ======= ======= =======

Net income (loss) per share $ 0.02 $ (0.17) $ (0.19) $ (0.08)
======= ======= ======= =======
</TABLE>

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

Exhibit 99.3, Page 1
<PAGE> 3

Concurrent Computer Corporation
Consolidated Balance Sheets
(Dollars in thousands)

<TABLE>
<CAPTION>
March 31, June 30,
1996 1995
---- ----
<S> <C> <C>
ASSETS

Current assets:
Cash and cash equivalents $ 3,078 $ 5,728
Accounts receivable - net 24,887 25,456
Inventories 12,662 14,510
Prepaid expenses and other current assets 4,477 4,303
------- -------
Total current assets 45,104 49,997

Property plant and equipment - net 32,048 38,567
Other long-term assets 3,354 9,795
------- -------

Total assets $80,506 $98,359
======= =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Notes payable $ 5,655 $ 6,716
Current portion of long-term debt 824 1,529
Revolving credit facility 3,843 5,761
Accounts payable and accrued expenses 22,933 29,285
Deferred revenue 4,610 4,841
------- -------
Total current liabilities 37,865 48,132

Long-term debt 7,129 9,536
Other long-term liabilities 5,229 5,521

Stockholders' equity:
Common stock 306 302
Capital in excess of par value 73,737 73,112
Accumulated deficit after eliminating
accumulated deficit of $81,826 at
December 31, 1991, date of
quasi-reorganization (42,684) (37,028)
Treasury stock (58) (58)
Cumulative translation adjustment (1,018) (1,158)
------- -------
Total stockholders' equity 30,283 35,170
------- -------

Total liabilities and stockholders' equity $80,506 $98,359
======= =======
</TABLE>

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

Exhibit 99.3, Page 2
<PAGE> 4

Concurrent Computer Corporation
Consolidated Statements of Cash Flows
(Dollars in thousands)

<TABLE>
<CAPTION>
Nine Months Ended
March 31,
---------

1996 1995
---- ----
<S> <C> <C>
Cash flows (used by) provided by operating
activities:
Net loss ($5,656) ($2,271)
------- -------
Adjustments to reconcile net loss
to net cash (used by) provided
by operating activities:
Depreciation, amortization and other 9,041 9,564
Provision for inventory reserves 1,896 -
Non-cash taxes - 100
Non-cash interest and amortization of
financing costs 100 330
Provision for restructuring 1,300 2,700
Other non-recurring charge 1,700 1,000
Sales and use tax credit - (1,000)
Decrease (increase) in current assets:
Accounts receivable (307) 12,196
Inventories (486) (813)
Prepaid expenses and other current assets (664) 762
Decrease in current liabilities, other than
debt obligations (6,806) (10,961)
Decrease in other long-term assets 980 939
Decrease in other long-term liabilities (98) (1,307)
------- -------

Total adjustments to net loss 6,656 13,510
------- -------

Net cash provided by operating activities 1,000 11,239
------- -------

Cash flows provided by (used by) investing
activities:
Additions to property, plant and equipment (2,023) (3,692)
Proceeds from sale of facility 2,300 -
------- -------
Net cash provided by (used by) investing activities 277 (3,692)
------- -------

Cash flow (used by) provided by financing activities:
Net proceeds of notes payable 427 742
Net payments of revolving credit facility (1,918) -
Repayment of long-term debt (3,075) (7,873)
Net proceeds from sale and issuance of
common stock 110 150
------- -------

Net cash used by financing activities (4,456) (6,981)
------- -------

Effect of exchange rate changes on cash
and cash equivalents 529 (167)
------- -------

Decrease in cash and cash equivalents ($2,650) $ 399
======= =======

Cash paid during the period for:

Interest $ 1,259 $ 1,752
======= =======
Income taxes (net of refunds) $ 1,541 $ 610
======= =======
</TABLE>

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

Exhibit 99.3, Page 3
<PAGE> 5

Concurrent Computer Corporation
Notes To Consolidated Financial Statements

Note 1: Basis of Presentation

The accompanying consolidated financial statements are unaudited and have
been prepared in accordance with generally accepted accounting principles.
The foregoing financial information reflects all adjustments which are, in
the opinion of management, necessary for a fair presentation of the results
for the periods presented. All such adjustments are of a normal, recurring
nature. These results, however, are not necessarily indicative of the
results to be expected for the full fiscal year.

Note 2: Income (Loss) Per Share

Income (loss) per share for the three and nine months ended March 31, 1996
and 1995, respectively, is based on the weighted average number of shares
of common stock outstanding and for the three months ended March 31, 1996
includes common stock equivalents (dilutive stock options). The number of
shares used in computing earnings per share were as follows:

<TABLE>
<CAPTION>
(Shares in thousands)

Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------

1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Primary 30,750 30,126 30,482 29,994
====== ====== ====== ======

Fully Diluted 31,272 30,126 30,482 29,994
====== ====== ====== ======
</TABLE>

Note 3: Inventories

<TABLE>
<CAPTION>
(Dollars in thousands) March 31, June 30,
1996 1995
---- ----
<S> <C> <C>
Raw materials $ 6,097 $ 7,111
Work-in-process 183 753
Finished goods 6,382 6,646
-------- --------
$ 12,662 $ 14,510
======== ========
</TABLE>

Note 4: Accumulated Depreciation

Accumulated depreciation at March 31, 1996 and June 30, 1995 was
$43,471,000 and $37,573,000, respectively.

Note 5: Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of:

<TABLE>
<CAPTION>
(Dollars in thousands)

March 31, June 30,
1996 1995
---- ----
<S> <C> <C>
Accounts payable - trade $ 8,269 $11,023
Accrued payroll, vacation and
other employee expenses 6,203 8,510
Restructuring costs 1,600 2,568
Other accrued expenses 6,861 7,184
------- -------
$22,933 $29,285
======= =======
</TABLE>

Exhibit 99.3, Page 4
<PAGE> 6

Note 6: Provision for Restructuring

In October 1995, the Company's management approved a plan to restructure
its operations. In connection with the restructuring, the Company recorded
a $1.3 million provision for restructuring during the quarter ended
December 31, 1995. The restructuring plan provided for a reduction of
approximately 55 employees worldwide and the downsizing or closing of
certain office locations which represents approximately 85% and 15% of the
provision, respectively. During the nine months ended March 31,1996, the
actual cash payments related to this restructuring amounted to
approximately $1.2 million and were primarily related to employee
termination and office closing costs.

Note 7: Other Non-recurring Charge

On March 20, 1996, the Company completed the sale of its Tinton Falls, New
Jersey facility. The net proceeds from this transaction were approximately
$2.3 million. During the quarter ending September 30, 1995, the Company
recorded a non-recurring charge of $1.7 million to adjust the book value of
this facility to its estimated fair value of $2.3 million. At completion
of this transaction, the Company made a mandatory term loan prepayment of
$1.7 million, of which 50% was applied to the next six scheduled monthly
principal payments and 50% was applied to the final maturity payment.

Note 8: Proposed Acquisition of Harris Computer Systems Corporation's
Real-Time Business

On March 26, 1996, the Company and Harris Computer Systems Corporation
("HCSC") jointly signed a purchase and sale agreement for the previously
announced transaction in which HCSC agreed to sell its real-time business
to the Company. The agreement is a modification of the proposed
transaction structure previously announced on November 6, 1995. The
modified transaction will result in a combination of the real-time
businesses of both companies. Under the modified transaction structure,
HCSC will sell its real-time computing business (retaining its trusted
systems computing business) and 683,178 shares of HCSC common stock (after
giving effect to a three for one stock split) to Concurrent, in exchange
for 10 million shares of Concurrent common stock and approximately $10
million liquidation preference of Concurrent convertible, exchangeable
preferred stock (the "Preferred Stock"), subject to adjustments in certain
circumstances, with a 9% coupon, convertible into Concurrent common stock
at a rate of $2.50 per share subject to mandatory redemption in ten years
unless previously converted. Upon completion of the modified transaction,
Concurrent and HCSC shareholders will own approximately 77% and 23%,
respectively, of Concurrent, and HCSC shareholders and Concurrent will own
approximately 91% and 9%, respectively, of HCSC. HCSC shareholders could
increase their ownership interest in Concurrent to approximately 29% upon
full conversion of the Preferred Stock. The modified transaction is
subject to a number of conditions including approval of the shareholders of
both companies. The completion of the transaction is anticipated by June
30, 1996.

Exhibit 99.3, Page 5

<PAGE> 1

EXHIBIT 99.4*

* Management's Discussion and Analysis of Financial Condition and Results of
Operations of Concurrent Computer Corporation. References in Exhibit 99.4 to
"the Company" refer to Concurrent.

Exhibit 99.4, Page 1
<PAGE> 2

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

On March 26, 1996 the Company and Harris Computer Systems Corporation
("HCSC") jointly signed the purchase and sale agreement for the previously
announced transaction (the "Transaction") in which HCSC agreed to sell its
real-time business to the Company. The agreement is a modification of the
proposed transaction structure previously announced November 6, 1995. The
Transaction will result in the combination of the real-time businesses of both
companies. Under the Transaction, HCSC will sell its real-time computing
business (retaining its trusted systems computing business) and 683,178 shares
of HCSC common stock to Concurrent, in exchange for 10 million shares of
Concurrent common stock and approximately $10 million liquidation preference of
Concurrent convertible, exchangeable preferred stock (the "Preferred Stock"),
subject to adjustments in certain circumstances, with a 9% coupon, convertible
into Concurrent common stock at a rate of $2.50 per share subject to mandatory
redemption in ten years unless previously converted. Upon completion of the
Transaction, Concurrent and HCSC shareholders will own approximately 77% and
23% respectively, of Concurrent, and HCSC shareholders and Concurrent will own
approximately 91% and 9%, respectively, of HCSC. HCSC shareholder ownership
interest in Concurrent would increase to approximately 29% upon full conversion
of the Preferred Stock. The Transaction is subject to a number of conditions
including the approval of the shareholders of both companies. The Transaction
is expected to be completed by June 30, 1996, although there can be no
assurances.

The Transaction is expected to generate significant cost savings as early
as the first fiscal year after completion of the Transaction. Such savings
will be primarily obtained through headcount reductions and facilities cost
reductions. These savings are expected to be obtained through a variety of
actions including, among others: the integration of corporate management and
administrative functions; the consolidation of production and research and
development facilities; and, the consolidation of sales/service offices.
Accordingly, the Company expects to take a material charge in the period in
which the Transaction is consummated to record the related business integration
costs, including: severance payments; outplacement expenses; office and plant
closing costs; the write-down of equipment and other surplus assets and office
and equipment relocation expenses.

Net sales for the quarter ended March 31, 1996 increased by $1.7 million
over the prior quarter. The $1.7 million increase in net sales was largely due
to an increase in international open systems shipments. This continues a trend
experienced in the last five quarters whereby the Company's international
revenues have exceeded those of North America. As a result of the distractions
and uncertainties associated with the Transaction, net sales for the quarter
ended June 30, 1996 are expected to be the lowest quarterly revenues for the
fiscal year 1996.

The uncertainties and distractions associated with the development and
implementation of the Company's integration plan may have a material adverse
effect on the Company's financial performance and financial condition in the
quarter ending June 30, 1996 and beyond. The Company's objective is to
minimize such potential negative impact and to manage its costs based on
anticipated revenue levels.

SELECTED OPERATING DATA AS A PERCENTAGE OF NET SALES

Exhibit 99.4, Page 1
<PAGE> 3

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales:
Computer systems 52.8% 44.8% 46.3% 52.8%
Service and other 47.2 55.2 53.7 47.2
----- ----- ----- -----
Total net sales 100.0 100.0 100.0 100.0

Cost of sales (% of respective sales
category):
Computer systems 56.1 62.7 56.4 52.6
Service and other 60.9 62.3 58.7 61.4
----- ----- ----- -----

Total cost of sales 58.4 62.5 57.6 56.7

Gross margin 41.6 37.5 42.4 43.3

Operating expenses:
Research and development 10.7 15.5 12.8 14.1
Selling, general and 28.4 26.4
administrative 25.5 28.5
Provision for restructuring - 8.9 1.7 2.5
Sales and use tax credit - - - (0.9)
----- ----- ----- -----

Total operating expenses 36.2 52.9 42.9 42.1
----- ----- ----- -----

Operating income (loss) 5.4 (15.4) (.5) 1.2

Interest expense (2.0) (2.4) (2.4) (1.9)
Interest income - 0.3 0.2 0.4
Other non-recurring charge - (3.3) (2.2) (0.9)
Other income (expense) - net 0.1 1.1 (.6) 0.4
----- ----- ----- -----

Income (loss) before provision 3.5 (19.7) (5.5) (0.8)
for income taxes
Provision for income taxes 1.5 (3.3) 1.8 1.3
----- ----- ----- -----

Net income (loss) 2.0% (16.4)% (7.3)% (2.1)%
</TABLE>

Results of Operations

Three Months Ended March 31, 1996 in
Comparison to Three Months Ended March 31, 1995

Net Sales

Net sales for the three months ended March 31, 1996 were $26.2 million, a
decrease of $4.2 million from the prior year period. This decrease was due to a
decrease of $4.4 million, or 26.3%, in service and other revenues partially
offset by an increase of $0.2 million, or 1.7%, in computer systems sales. The
decrease in service and other revenues was primarily due to the decline in
computer system sales experienced in prior periods which resulted in fewer
maintenance contracts, the decommissioning of older proprietary equipment by
some customers, the decision by certain customers to self maintain equipment
and approximately $0.2 million related to the impact of unfavorable exchange
rates. Further declines for the same reasons but at a reduced rate, may
continue in future periods. To mitigate this trend, the Company has launched a
multi-vendor service support program and is more aggressively targeting its
installed base.

Exhibit 99.4, Page 2
<PAGE> 4

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Gross Margin

Gross margin, as measured in dollars and as a percentage of net sales, was
$10.9 million and 41.6%, respectively, for the three months ended March 31,
1996 compared to $11.4 million and 37.5%, respectively, for the prior year
period. The decrease in gross margin dollars was primarily due to the
aforementioned decline in net sales partially offset by cost savings resulting
from the Company's operational restructurings. The increase in gross margin
percentage was primarily due to cost savings resulting from the Company's
operational restructurings.

Operating Income (Loss)

Operating income for the three months ended March 31, 1996 was $1.4 million
compared to operating loss of $4.7 million for the prior year period. The $6.1
million change was due to a $3.9 million reduction in operating expenses, a
$2.7 million provision for restructuring recorded in the previous period
partially offset by a $0.5 million decrease in gross margin.

The $3.9 million decrease in operating expenses was primarily due to a $2.0
million decrease in selling, general and administrative expenses and a $1.9
million decrease in research and development expenses. The decrease in
expenses is primarily due to cost savings resulting from the Company's
operational restructurings.

Net Income (Loss)

Net income for the three months ended March 31, 1996 was $0.5 million
compared to net loss of $5.0 million for the prior year period. The $5.5
million change results from the $6.1 million increase in operating income
partially offset by a $0.6 million increase in non-operating expenses. The
increase in non-operating expenses was primarily due to a $1.4 million increase
in the provision for income taxes and a $0.3 million decrease in other income,
partially offset by a $1.0 million non-recurring charge adjusting the carrying
value of the Company's Tinton Falls, New Jersey facility to its then estimated
fair value which was recorded in the prior year period. The increase in the
provision for income taxes is primarily due to a reduction to the prior period
provision related to domestic operating losses.

Nine Months Ended March 31, 1996 in
Comparison to Nine Months Ended March 31, 1995

Net Sales

Net sales for the nine months ended March 31, 1996 were $77.1 million, a
decrease of $32.5 million from the prior year period. This decrease was due to
a decrease of $22.2 million, or 38.3%, in computer systems sales and a decrease
of $10.3 million, or 20.0%, in service and other revenues. The decrease in
computer system sales was primarily due to reduced shipments under the U.S.
Department of Commerce's Next Generation Weather Radar (NEXRAD) program and
reduced sales of open systems and refurbished products. The decline in sales of
open systems is primarily attributable to a decline in North America business.
The decrease in service and other revenues was primarily due to the decline in
computer system sales experienced in prior periods which resulted in fewer
maintenance contracts, the decommissioning of equipment by some of our
proprietary customers and the decision by certain customers to self maintain
equipment, partially offset by approximately $0.4 million related to the impact
of favorable exchange rates. Further declines for the same reasons but at a
reduced rate, may continue in future periods. To mitigate this trend, the
Company has launched a multi-vendor service support program and is more
aggressively targeting its installed base.

Exhibit 99.4, Page 3
<PAGE> 5

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Gross Margin

Gross margin, as measured in dollars and as a percentage of net sales, was
$32.7 million and 42.4%, respectively, for the nine months ended March 31, 1996
compared to $47.4 million and 43.3%, respectively, for the prior year period.
The decrease in gross margin dollars and percentage was primarily due to the
aforementioned decline in net sales partially offset by cost savings resulting
from the Company's operational restructurings.

Operating Income (Loss)

Operating loss for the nine months ended March 31, 1996 was $0.4 million
compared to operating income of $1.3 million for the prior year period. The
$1.7 million change was due to the aforementioned $14.7 million decrease in
gross margin, partially offset by a $11.6 million reduction in operating
expenses and a net reduction of $1.4 million in the provision for restructuring
(a $1.3 million provision for restructuring in the current year period offset
by a $2.7 million provision for restructuring in the prior year.)

The $11.6 million decrease in operating expenses was primarily due to a
$7.0 million decrease in selling, general and administrative expenses and a
$5.6 million decrease in research and development expenses offset by a $1.0
million decrease in the sales and use tax credit. The decrease in expenses is
primarily due to cost savings resulting from the Company's operational
restructurings.

Net Income (Loss)

Net loss for the nine months ended March 31, 1996 was $5.7 million compared
to net loss of $2.3 million for the prior year period. The $3.4 million change
primarily results from the $1.7 million decrease in operating income and a $1.6
million net increase in non-operating expenses. The increase in non-operating
expenses was primarily due to a $0.7 million increase in non-recurring charges
compared to the prior period, a $0.7 million increase in foreign exchange
losses, and a $0.2 million increase in other expenses. The non-recurring charge
of $1.7 million incurred during the current year period compared to the $1.0
million incurred in the prior year period related to the adjustment of the
carrying value of the Company's Tinton Falls, New Jersey facility to its
estimated fair value. The facility was sold during the period ended March 31,
1996.

Financial Resources and Liquidity

The liquidity of the business is dependent on many factors, including sales
volume, operating profit ratio, debt service and the efficiency of asset use
and turnover. The future liquidity of the Company's business will depend to a
significant extent on: 1) the actual versus anticipated decline in sales of
proprietary systems and service maintenance revenue; 2) revenue growth from
open systems; 3) both the related costs and the length of time to realize the
anticipated benefits from the integration of the real-time businesses of the
Company and HCSC; and 4) ongoing cost control actions.

The liquidity of the business is also affected by: 1) the timing of
shipments, which predominantly occur during the last month of the quarter; 2)
the increasing percentage of sales derived from outside of the United States
where there are generally longer accounts receivable collection patterns and
which receivables are not included in the borrowing base of the Company's
revolving credit facility; 3) the sales level in the United States where
related accounts receivable are included in the borrowing base of the Company's
revolving credit facility; and 4) the number of countries in which the Company
operates resulting in the requirement to maintain minimum cash levels in each
country and, in certain cases, requirements which restrict cash, such as cash
supporting building rental deposits.

Exhibit 99.4, Page 4
<PAGE> 6

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Although the purchase of the HCSC real-time computing business and
integration and consolidation of the two businesses is expected to improve
Concurrent's liquidity by permitting additional borrowing availability, there
can be no assurance that cash flow from the combined real-time operations will
be sufficient to fund the costs of the Transaction including the business
integration costs. The Company anticipates substantial costs to close the
acquisition of HCSC's real-time computing business and to combine the two
companies. The Company believes that it will be able to fund the cost of the
Transaction, subsequent integration and ongoing operations through operating
results, ongoing cost control actions, the sale of certain facilities, if
required, and the existing revolving credit facility. The Transaction is
expected to provide the Company with potential additional borrowing capacity
under its revolving credit facility based on a higher borrowing base resulting
from the combination of the real-time businesses of the two companies. The
Company will also hold 683,178 shares of HCSC after the closing of the
Transaction. The Company may sell or pledge all or part of this interest,
subject to certain restrictions. As of March 31, 1996, this stock interest had
a fair market value of approximately $11.1 million. In addition, upon the
closing of the Transaction all of the Company's issued and outstanding stock
options to purchase approximately 2.8 million shares of common stock will
become fully vested and exercisable. The exercise of all the "in-the-money"
options at the time of this filing would result in approximately $2.9 million
in proceeds to the Company.

The Company has announced that the corporate headquarters for the combined
company will be in the southern Florida area. There will be significant costs
in integrating the corporate management and administration functions of the
companies and relocating key personnel. In addition, the Company is reviewing
its options regarding the consolidation of the production and research and
development facilities. If the decision is made to consolidate some or all of
these functions in Florida there will be significant costs associated with
personnel reductions, rehirings, and retraining of employees. The Company will
also incur costs to eliminate duplicative sales/service offices throughout the
world.

The Company expects to take a material pre-tax charge and to adjust
negative goodwill, as appropriate, in the quarter in which the Transaction is
consummated to cover the Transaction and business integration costs. At the
time of this filing, the estimated aggregate charge for these items is in the
range of $28 to $31 million. Approximately $18 million of these costs are
expected to be paid out in cash over the next two years (primarily fiscal year
1997), $9 to $11 million of the total charge is expected to be non- cash fixed
asset carrying cost adjustments and approximately $2 million will be
obligations settled using the Company's common stock. Such preliminary
estimates indicate that approximately $8 million of the future cash payments
are expected to be incremental to the current cash flow run-rate of the two
real-time businesses on a stand alone basis combined. Such costs include
Transaction expenses (such as investment banker, legal and accounting fees),
employee, facility and equipment relocation costs and employee outplacement
costs. The $10 million of remaining cash payments are expected to be a
continuation of current funding requirements and, after their full
satisfaction, will positively impact the Company's liquidity. For example,
cash expenditures for employee severance costs are expected to be paid out over
time without increasing payroll costs; payroll costs are expected to decline as
severance payments cease. There can be no assurances as to the actual amount
of these charges or adjustments, and such charges or adjustments could be
higher than current estimates. In addition, there may be adjustments in future
periods relating to the cost of integrating the real-time businesses of
Concurrent and HCSC. However, the amount of such future adjustments cannot
currently be determined.

As of March 31, 1996, the Company had a current ratio of 1.19 to 1, an
inventory turnover ratio of 4.8 times and net working capital of $7.2 million.

Exhibit 99.4, Page 5
<PAGE> 7

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

At March 31, 1996, cash and cash equivalents amounted to $3.1 million and
accounts receivable amounted to $24.9 million. The Company purposefully
manages its cash and cash equivalents at minimum levels and borrows under its
Revolver (as described below) as needed.

The Company's current bank arrangement provides for a $18.0 million credit
facility. The facility includes a $10.0 million term loan (the "Term Loan")
and a $8.0 million revolving credit facility (the "Revolver"). At March 31,
1996, the outstanding balances under the Term Loan and the Revolver were $7.2
and $3.8 million, respectively. At March 31, 1996, the additional borrowing
availability under the Revolver was $0.6 million. The outstanding balance of
the Revolver is classified as a current liability. Both the Term Loan and the
Revolver bear interest at the prime rate plus 2.0%. The Term Loan is payable
in 36 equal monthly installments of $139,000 each, commencing August 1, 1995,
with a final payment of approximately $5.0 million payable August 1, 1998;
subject to certain mandatory prepayments in the event of a sale or
sale/leaseback of its Oceanport and Tinton Falls New Jersey facilities. The
Revolver may be repaid and reborrowed, subject to certain collateral
requirements, at any time during the term ending August 1, 1998. The Company
has pledged substantially all of its domestic assets as collateral for the Term
Loan and the Revolver. The Company may repay the Term Loan at any time without
penalty. Certain early termination fees apply if the Company terminates the
facility in its entirety prior to August 1, 1998.

On March 20, 1996, the Company completed the sale of its Tinton Falls, New
Jersey facility. The net proceeds from this transaction were approximately
$2.3 million. During the quarter ending September 30, 1995, the Company
recorded a non-recurring charge of $1.7 million to adjust the book value of
this facility to its estimated fair value of $2.3 million. At completion of
this transaction, the Company made a mandatory term loan prepayment of $1.7
million, of which 50% was applied to the next six scheduled monthly principal
payments through September 1996 and 50% was applied to the final maturity
payment.

The Loan and Security Agreement covering the credit facility requires
lender consent to the acquisition of HCSC's real-time computing business. The
Company is in discussions with the lender to obtain such consent and to modify
the lending arrangement, specifically to increase the amount available under
the Revolver and to modify various covenants to become effective upon the
closing of the Transaction. In the event that the Transaction does not close
and the Company experiences a loss prior to the effectiveness of such
modifications, the Company may not be able to satisfy a certain financial
covenant requirement in which case it will seek a waiver. There can be no
assurance that the Company will be granted such a waiver, if necessary, or that
the Company will be able to modify the lending arrangement as contemplated
under the proposed Transaction.

The Company anticipates that the capital resources available upon
completion of the Transaction will be adequate to satisfy its capital
requirements through June 1997, assuming quarterly net sales of the combined
real-time businesses amount to approximately $30 million. The Company's future
capital requirements, however, will depend on many factors, including its
ability to successfully market and sell its commercial products, the cost and
timing of the integration of the real-time businesses of the two companies to
realize potential synergies and cost savings, and the cost of developing,
marketing and selling competitive products. To the extent that the funds
generated by operations are insufficient to satisfy the Company's capital
requirements, the Company may seek additional equity or debt financing or
obtain additional credit facilities. Any equity or debt financing, if
available at all, may be on terms which are not favorable to the Company and,
in the case of equity or convertible debt offerings, could result in dilution
to the Company's then existing shareholders. The Company is also considering
various additional financing alternatives, including a possible sale, or sale
and partial leaseback, of its Oceanport, New Jersey facility to improve its
financial flexibility. If adequate funds are not available, the

Exhibit 99.4, Page 6
<PAGE> 8

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Company may be required to curtail certain activities, including product
development, marketing and sales activities.

Exhibit 99.4, Page 7

<PAGE> 1

EXHIBIT 99.5*

* Pro Forma Condensed Consolidated Financial Statements of Concurrent Computer
Corporation. References in Exhibit 99.5 to "the Company" are to Concurrent;
references to the "Transaction" are to the Transaction described in Item 5
hereof. Cross references contained herein are to sections of the definitive
joint proxy statement on Schedule 14A of Concurrent and the Registrant as filed
with by the Registrant with the Commission on May 24, 1996.

Exhibit 99.5, Page 1
<PAGE> 2

PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS OF CONCURRENT

The following unaudited pro forma financial statements have been prepared
to give effect to the Transaction which will be accounted for as a purchase.

These financial statements do not purport to represent what the Combined
Real-Time Company's results of operations or financial position actually would
have been had the Transaction occurred on the dates when they are reflected to
have occurred in the pro forma financial statements, or to project the Combined
Real-Time Company's results of operations or financial condition for any future
period or date. In particular, the financial condition of Concurrent at the
date of the Transaction will be directly affected by the financial performance
of both Concurrent and Harris up to the date of the Transaction and could be
substantially different from that shown in these pro forma financial
statements.

The pro forma condensed consolidated statements of operations for the year
ended June 30, 1995 and for the nine months ended March 31, 1996 have been
prepared assuming the Transaction had occurred as of the beginning of each of
the respective periods. The pro forma condensed consolidated statement of
operations for the year ended June 30, 1995 includes the results of operations
for Concurrent for the year ended June 30, 1995 and for Harris's Real-Time
Business for the year ended September 30, 1995. The pro forma condensed
consolidated statement of operations for the nine months ended March 31, 1996
includes the results of operations for Concurrent and Harris's Real-Time
Business for the nine months ended March 31, 1996. The pro forma consolidated
balance sheet at March 31, 1996 has been prepared assuming the Transaction had
occurred as of that date. "Harris as Reported" and "Harris Trusted" data were
obtained from the Combining Financial Information included in Harris's
financial information -- see "HARRIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and "HARRIS CONSOLIDATED
FINANCIAL STATEMENTS."

In accordance with generally accepted accounting principles, the purchase
price for the acquisition of the Harris's Real-Time Business will be allocated
to the assets and liabilities received based upon their estimated fair values.
Such fair values are based upon valuations of assets and liabilities and
estimations which are still in process. Accordingly, for purposes of the
following pro forma financial information the pro forma adjustments are stated
on an estimated basis using the most recent information available. No
assurance can be given that the pro forma adjustments will not differ
materially from the amounts ultimately determined. The pro forma financial
statements do not reflect any synergies, operating efficiencies or cost savings
anticipated by management as a result of the Transaction, such as savings
expected from consolidation of manufacturing, research and development,
selling, marketing, administrative and other functions. Such savings will
require significant headcount reductions and present significant management
challenges. The resulting pro forma financial statements are not necessarily
indicative of Concurrent's future results of operations or financial position.
For a discussion of anticipated synergies, see "THE PROPOSED TRANSACTION --
Recommendations of the Board of Directors of Concurrent and Concurrent's
Reasons for the Transaction" and "-- Recommendations of the Special Committee
and the Board of Directors of Harris and Harris's Reasons for the Transaction."

The pro forma financial statements should be read in conjunction with the
audited consolidated financial statements for the years ended June 30, 1995 and
September 30, 1995 for Concurrent and Harris, respectively, and for Concurrent
the unaudited financial statements for the nine months ended March 31, 1996,
and for Harris the unaudited financial statements for the six months ended
March 30, 1996.

Exhibit 99.5, Page 1
<PAGE> 3

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1995
--------------------------------------------------------------
OTHER
CONCURRENT HARRIS (LESS) PRO
AS AS HARRIS FORMA PRO
REPORTED REPORTED TRUSTED ADJS. FORMA
---------- -------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales . . . $140,144 $ 45,111 $(4,817) $ -- $180,438
-------- -------- ------- ------ --------

Gross margin . 60,667 19,347 (1,677) 1,065 (a) 80,216
814 (b)
Operating (358)(c)
expenses . . 58,585 30,887 (4,834) (406)(b) 83,874
-------- -------- ------- ------ --------
Income (loss)
from
operations . 2,082 (11,540) 3,157 2,643 (3,658)
Interest income
(expense) net (2,125) 456 (49) (60)(d) (1,778)

Other income
(expense) net (263) (4) -- -- (267)
-------- -------- ------- ------ --------
Loss before
provision
for income
taxes . . . . (306) (11,088) 3,108 2,583 (5,703)
-------- -------- ------- ------ --------
Provision for
income
taxes . . . . 1,700 -- -- -- 1,700
-------- -------- ------- ------ --------
Net loss . . . $ (2,006) $(11,088) $ 3,108 $2,583 $ (7,403)
======== ======== ======= ====== ========
Net loss) for
common
shareholders:
Net (loss) . . $ (2,006) $(11,088) $ (7,403)
Adjustment for
preferred
dividend
requirement . -- -- 747(f)
Accretion on
redeemable
preferred
stock . . . . -- -- 105(f)
-------- -------- ------- ------ --------
Net (loss) (8,255)
applicable
to common
shares . . . (2,006) (11,088) $ (0.20)
-------- -------- ------- ------ --------
Per common
share:
Net loss per
share . . . . $ (0.07) $ (1.88)
-------- -------- ------- ------ --------
Weighted average
number of
shares
outstanding . 30,095 5,910 (5,910) 10,321 (e) 40,416
========= ======== ======= ====== ========

<CAPTION>
NINE MONTHS ENDED MARCH 31, 1996
--------------------------------------------------------
OTHER
CONCURRENT HARRIS (LESS) PRO
AS AS HARRIS FORMA PRO
REPORTED REPORTED TRUSTED ADJS. FORMA
---------- -------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales . . . $77,108 $34,271 $(5,292) $ -- $ 106,087
------- ------- ------- ------- ---------

Gross margin . 32,682 15,786 (1,710) 1,142 (a) 48,510
610 (b)
Operating (270)(c)
expenses . . 33,100 24,844 (6,122) (305)(b) 51,247
------- ------- ------- ------- ---------
Income (loss)
from
operations . (418) (9,058) 4,412 2,327 (2,737)
Interest income
(expense) net (1,658) 250 (49) (45)(d) (1,502)

Other income
(expense) net (2,180) 230 22 -- (1,928)
------- ------- ------- ------- ---------
Loss before
provision
for income
taxes . . . . (4,256) (8,578) 4,385 2,282 (6,167)
------- ------- ------- ------- ---------
Provision for
income
taxes . . . . 1,400 -- -- -- 1,400
------- ------- ------- ------- ---------
Net loss . . . $(5,656) $(8,578) $ 4,385 $ 2,282 $ (7,567)
======= ======= ======= ======= =========
Net loss) for
common
shareholders:
Net (loss) . . $(5,656) $(8,578) $ (7,567)
Adjustment for
preferred
dividend
requirement . -- -- 560(f)

Accretion on
redeemable
preferred
stock . . . . -- -- 79(f)
-------- -------- ------- ------ ---------
Net (loss) (5,656) (8,578) (8,206)
applicable
to common
shares . . . $ (0.19) $ (1.45) $ (0.20)
------- ------- ------- ------ ---------
Per common
share:
Net loss per
share . . . .

Weighted average
number of
shares
outstanding . 30,482 5,946 (5,946) 10,321(e) 40,803
======= ======== ======= ====== ==========
</TABLE>

See accompanying notes to unaudited pro forma condensed consolidated statements
of operations.

Exhibit 99.5, Page 2
<PAGE> 4

NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

1. Basis of Presentation

The unaudited pro forma condensed consolidated statements of operations are
presented for illustrative purposes only, giving effect to the Transaction and,
therefore, are not necessarily indicative of the financial results that might
have been achieved had the Transaction occurred as of an earlier date, nor are
they necessarily indicative of the financial results which may occur in the
future. The unaudited pro forma condensed consolidated statement of operations
for the year ended June 30, 1995 include the results of operations for
Concurrent for the year ended June 30, 1995 and for Harris's Real-Time Business
for the year ended September 30, 1995. The pro forma condensed consolidated
statement of operations for the nine months ended March 31, 1996 include the
results of operations for Concurrent and Harris's Real-Time Business for the
nine months ended March 31, 1996.

2. Pro Forma Adjustments

The following unaudited pro forma purchase accounting adjustments were made
to the statements of operations for the year ended June 30, 1995 and the nine
months ended March 31, 1996 to give effect to the Transaction as if such
Transaction had occurred as of the beginning of the respective periods:

(a) To eliminate the amortization expense previously recorded on the
capitalized software during the respective periods. The real-time technology
of both companies is similar and as such, the combination of duplicate
technologies does not provide additional benefit to Concurrent. As a result,
Harris's capitalized software of $5.4 million was eliminated as part of the
Transaction. (See Unaudited Pro Forma Consolidated Balance Sheet Note 1(f))

(b) To reflect the adjustment to depreciation expense resulting from
the decrease in the book value of Harris's property, plant and equipment
acquired, depreciated on a straight-line basis over an average remaining useful
life of four years. The excess of the estimated fair value of net assets
acquired over the purchase price was allocated to reduce proportionately the
values assigned to non-current assets. Such amount is subject to change
pending completion of the valuation of assets acquired.

(c) To reflect the amortization of negative goodwill, which represents
the remainder of the excess of the estimated fair value of net assets acquired
after reducing the values assigned to non-current assets to zero over the
aggregate purchase price. Negative goodwill is amortized on a straight-line
basis over a ten-year period. Such amount is subject to change pending the
completion of the valuation of Assets acquired.

(d) To reflect the decrease in interest income resulting from the use
of approximately $1.2 million in cash to finance the closing costs related to
the Transaction at an average interest rate of 5%.

(e) The number of shares used in computing pro forma net loss per
share for the year ended June 30, 1995 and the nine months ended March 31, 1996
were 40,415,583 and 40,803,089, respectively. Pro forma net loss per share has
been determined based on the historical weighted average of shares outstanding
of Concurrent Common Stock adjusted to give effect to: 1) the issuance of
10,000,000 shares of Concurrent Common Stock; and 2) the issuance of an
estimated 320,802 shares, on a pro forma basis as of March 31, 1996 (based on
an estimated average price at such time of $1.43 per share) to be sold to fund
the payment to Berenson Minella of a portion of its financial advisory fees,
assuming such shares had been outstanding for the entire period. The number of
shares is determined as follows:

Exhibit 99.5, Page 3
<PAGE> 5

<TABLE>
<CAPTION>
Nine Months
Year Ended Ended
June 30, March 31,
1995 1996
---------- -----------
<S> <C> <C>
Historical weighted average number of
shares of Concurrent Common Stock . . . . . . . . . . . . . . . 30,094,781 30,482,287
Issuance of shares of Concurrent
Common Stock to Harris . . . . . . . . . . . . . . . . . . . . 10,000,000 10,000,000
Issuance of shares of Concurrent
Common Stock to investment banker . . . . . . . . . . . . . . . 320,802 320,802
---------- ----------

Total . . . . . . . . . . . . . . . . . . . . . . . . . 40,415,583 40,803,089
========== ==========
</TABLE>

This calculation of total shares excludes all outstanding Concurrent Options
and Concurrent Warrants, as they would have an anti-dilutive effect on earnings
per share.

(f) To reflect earnings per share adjustments for preferred stock
dividends and to accrete Concurrent Preferred Stock to its mandatory redemption
value over the term of the security.

Exhibit 99.5, Page 4
<PAGE> 6

PRO FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
AT MARCH 31, 1996
----------------------------------------------------------------------------
Concurrent
as Harris (Less) Harris Other Pro
Reported as Reported Trusted Forma Adjs. Pro Forma
---------- ------------ ------------ ------------ ---------

ASSETS
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . $ 3,078 $ 1,307 $ $(1,230)(a) $ 3,155
Securities available for sale . . . . . . . . . 11,149 (b) 11,149
Accounts receivable . . . . . . . . . . . . . . 24,887 15,335 (2,626) 37,596
Inventories . . . . . . . . . . . . . . . . . . 12,662 6,381 (87) (700)(c) 18,256
(795)(a)
Prepaid expenses and other current assets . . . 4,477 660 (253) (196)(d) 3,893
-------- -------- -------- ------- --------
Total current assets . . . . . . . . . . . . 45,104 23,683 (2,966) 8,228 74,049
(6,678)(h)
Property, plant and equipment -- net . . . . . 32,048 5,912 (1,034) 1,800 (e) 32,048
Capitalized software . . . . . . . . . . . . . 291 8,135 (2,726) (5,409)(f) 291
(2,000)(h)
Acquired technology . . . . . . . . . . . . . . 2,000 (f) --
Excess of purchase price over estimated value of
net assets acquired. . . . . . . . . . . . . 13,050 (h)
(13,050)(g) --
3,063 822 (30) (792)(h) 3,063
-------- -------- -------- ------- --------
Other long-term assets . . . . . . . . . . . . $ 80,506 $ 38,552 $ (6,756) $(2,851) $109,451
======== ======== ======== ======= ========
Total assets . . . . . . . . . . . . . . .

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable . . . . . . . . . . . . . . . . . $ 5,655 $ 5,655
Current portion of long-term debt . . . . . . . 824 824
Revolving credit facility . . . . . . . . . . . 3,843 3,843
Accounts payable and accrued expenses . . . . . 22,933 8,784 (1,358) 30,359
Deferred revenue . . . . . . . . . . . . . . . 4,610 628 (37) 5,201
-------- -------- -------- ------- --------
Total current liabilities . . . . . . . . . . 37,865 9,412 (1,395) 45,882
Long-term debt . . . . . . . . . . . . . . . . 7,129 7,129
Excess of acquired net assets over cost . . . . 3,580 (g) 3,580
Other long-term liabilities . . . . . . . . . . 5,229 5,229
Class B 9% cumulative convertible redeemable
exchangeable preferred stock subject to a
$8,300 mandatory redemption,
$0.01 par value per share 1,000,000 shares
authorized -- Issued and outstanding 830,000
at March 31, 1996 -- pro
forma . . . . . . . . . . . . . . . . . . . . 7,248 (i) 7,248
Shareholders' equity:
Shares of preferred stock, par value $0.01;
authorized 25,000,000 . . . . . . . . . . . .
Shares of common stock, par value $0.01;
authorized 100,000,000;
Concurrent issued 30,569,049,

Harris issued
5,931,912; and pro-forma 40,889,851 . . . . . 306 60 (60) 103 (j) 409

Capital in excess of par value . . . . . . . . 737,737 44,144 (44,144) 9,997 (j) 83,734

Accumulated deficit after eliminating
Concurrent's accumulated deficit of $81,826
at December 31, 1991,
date of quasi-reorganization . . . . . . . . (42,684) (14,363) 38,720 (24,357)(k) (42,684)
Shares of treasury stock . . . . . . . . . . . (58) (58)
Cumulative translation adjustment . . . . . . . (1,018) (701) 123 578 (k) (1,018)
-------- -------- -------- ------- --------
Total shareholders' equity . . . . . . . . . 30,283 29,140 (5,361) (13,679) 40,383
-------- -------- -------- ------- --------
Total liabilities and shareholders'
equity . . . . . . . . . . . . . . . . . . $ 80,506 $ 38,552 $ (6,756) $ (2,851) $109,451
======== ======== ======== ======== ========

</TABLE>

See accompanying notes to unaudited pro forma consolidated balance sheet.

Exhibit 99.5, Page 5
<PAGE> 7

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

1. PRO FORMA ADJUSTMENTS

The following unaudited pro forma purchase accounting adjustments were made
to the balance sheet at March 31, 1996 to give effect to the Transaction as if
such transaction had occurred as of that date:

(a) To reflect estimated cash expenditures for investment banker,
legal, accounting, printing, proxy solicitation, filing, valuation and other
related fees assumed to be paid by Concurrent in connection with the
Transaction.

(b) To reflect the acquisition of 683,178 shares of Harris Common
Stock, at an assumed market price per share of $16.32 (based on the closing
price on March 29, 1996). Such valuation amount is subject to changes in the
market price of Harris Common Stock from March 29, 1996 to the date of the
Closing of the Transaction. Such shares may be sold in accordance with the
Share Holding Agreement which contains restrictions on the volume of sales of
Harris Common Stock by Concurrent in certain circumstances.

(c) The valuation adjustment to Harris's inventory is based upon the
estimated fair value to be realized from the sale of such inventory through
Harris's existing channels of distribution, taking into consideration estimated
disposal costs and other factors. Such amount is subject to change pending the
integration of the two real-time businesses and development of the combined
company's product plan.

(d) To reflect the elimination of certain deferred items of Harris's
Real-Time Business in conformity with Concurrent's accounting policies.

(e) To reflect the adjustment to Harris's Real-Time Business fixed
assets at their estimated fair value, based upon the preliminary findings of a
valuation which is being prepared in conjunction with the Transaction. Such
amount is subject to change pending completion of the valuation of assets
acquired.

(f) To eliminate capitalized software related to Harris's Real-Time
Business and to reflect the estimated fair value of acquired technology, based
upon the preliminary findings of a valuation which is being prepared in
conjunction with the Transaction. The technology of both companies' real-time
business is similar and as such, the combination of duplicate technologies does
not provide additional benefit to Concurrent. As a result, capitalized
software acquired from Harris was adjusted as part of the Transaction and
included in the valuation of acquired technology.

(g) To reflect the estimated negative goodwill relating to the
Transaction, based upon the estimated aggregate purchase price of approximately
$19,373,000 which includes an estimated $2,425,000 of Transaction expenses
($1,230,000 in cash plus $795,000 which has been previously expended and
included in prepaid expenses and $400,000 in Concurrent Common Stock payable to
Berenson Minella on a pro forma basis as of March 31, 1996) assumed to be paid
by Concurrent in connection with the Transaction, and the adjusted value of the
net assets acquired from Harris:

Exhibit 99.5, Page 6
<PAGE> 8

<TABLE>
<CAPTION>
As of March 31, 1996
(Unaudited)
---------------------------------------
(In thousands except
per share data)
<S> <C> <C> <C>
Concurrent common shares provided to Harris . . . . . . . . . . . 10,000
Assumed market price per share . . . . . . . . . . . . . . . . . $ 0.97
------
Estimated fair value of common shares
provided . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,700
Estimated value of Concurrent preferred shares
provided to Harris . . . . . . . . . . . . . . . . . . . . . . 7,248
Estimated Transaction expenses . . . . . . . . . . . . . . . . . 2,425
-------
Estimated aggregate purchase price . . . . . . . . . . . . . . . $19,373
Historical cost basis of net assets
acquired from Harris . . . . . . . . . . . . . . . . . . . . . $23,779
Adjustments to reflect net assets acquired
at estimated fair value -- (see notes (c), (2,505)
(d), (e) and (f)) . . . . . . . . . . . . . . . . . . . . . . .
Common shares received from Harris . . . . . . . . . . . . . . . 683.2
Assumed market price per share . . . . . . . . . . . . . . . . . $16.32 $11,149
------ -------
Estimated fair value of common shares received . . . . . . . . .
Estimated fair value of net assets acquired . . . . . . . . . . . $32,423
-------
Estimated fair value of net assets acquired
in excess of purchase price ("negative
goodwill") . . . . . . . . . . . . . . . . . . . . . . . . . . $13,050
Reduction of negative goodwill via
allocation to reduce proportionately
the values assigned to non-current
assets to zero--(see note (h)) . . . . . . . . . . . . . . . . (9,470)
------
Unallocated net assets acquired in excess of
purchase price . . . . . . . . . . . . . . . . . . . . . . . . $ 3,580
=======
</TABLE>

The negative goodwill calculation is subject to change pending finalization of
the valuation of assets and liabilities acquired. The calculation is also
subject to any change in the net assets of Harris's Real-Time Business from
March 31, 1996 to the Closing of the Transaction. In addition, costs (such as
employee severance, relocation costs and adjustments for the disposal of
duplicative assets) which result from Concurrent's consolidation plan (such as,
integrating the business of Concurrent and the Harris Real-Time Business,
elimination of duplicate facilities and excess capacity and other non-recurring
items) which are directly related to the Harris Real-Time Business will result
in an increase in goodwill (or a reduction in negative goodwill). Actions
which result from Concurrent's consolidation plan which are directly related to
Concurrent will result in a pre-tax charge to the results of operations. At
the date of this Joint Proxy Statement, the estimated aggregate charge of total
costs resulting from both of these types of actions is estimated to be in the
range of $27 million to $30 million, in addition to the estimated Transaction
expenses of approximately $2.4 million noted above. While the split between
the cost of those actions related to Harris and those related to Concurrent is
not currently determinable, it is anticipated that the majority of such costs
will be related to Concurrent.

(h) To reflect the application of the estimated fair value of net
assets acquired in excess of the estimated aggregate purchase price by
allocating such excess amount to reduce proportionately the values assigned to
non-current assets to zero.

(i) To record the issuance of $8.3 million liquidation preference of
Concurrent Preferred Stock to Harris as part of the Transaction, recorded at
its estimated fair value of $7.2 million (based on a 14% discount rate and
other valuation factors). As of March 31, 1996 the Net Current Assets of the
Harris Real-Time Business were estimated to be approximately $12,700,000.
Pursuant to the Purchase and Sale Agreement, if the Transaction were
consummated at March 31,

Exhibit 99.5, Page 7
<PAGE> 9

1996, Concurrent would have been entitled to $14,400,000 in Net Current Assets
of the Harris Real-Time Business and therefore the Preferred Stock
Consideration provided to Harris would have been reduced by $1,700,000.

(j) To reflect (i) the issuance of 10,000,000 shares of Concurrent
Common Stock, with a par value $0.01, at an assumed market price per share of
$0.97 (based on the average of the closing prices on the day before and the day
of the announcement of the Memorandum of Understanding); and (ii) the issuance
of an estimated pro forma 320,802 shares of Concurrent Common Stock at March
31, 1996 (based on an average price at such time of $1.43 per share) to fund
the payment to Berenson Minella of a portion of its financial advisory fees.

(k) To reflect the elimination of the shareholders' equity of Harris.

Exhibit 99.5, Page 8