Concord Communications, Inc.
Ticker:CCRD 33 Boston Post Road West
Exchange:NASDAQ-National Market Malboro, MA 01752
Industry:Manufacturing (SIC Code 3669) (508) 460-4646
# of Employees:97

Offering Information
Type of Shares:Common Shares Filing Date:8/8/97
U.S. Shares:2,900,000 Offer Date:10/15/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:2,900,000 Offer Price:$14.00
Secondary Shares:0 Gross Spread:$0.98
Offering Amount: $31,900,000 Selling:$0.55
Expenses:$750,000 Reallowance:$0.10
Shares Out After:11,317,723

Primary Underwriting Group
ManagerTierPhone
Montgomery SecuritiesLead Manager (415) 627-2100
Robertson, Stephens & CompanyCo-manager (415) 989-8500
Wessels, Arnold & HendersonCo-manager (612) 373-6105

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Testa, Hurwitz & Thibeault
Bank's Law Firm: Mintz, Levin, Cohn, Ferris, Glovsky And Popeo
Auditor: Arthur Andersen
Registrar/Transfer Agent: Boston Equiserve Limited Partnership

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/28/96 6/30/97 6/30/96 6/30/97
Revenue:$9.01$7.70$3.47Assets:$5.59
Net Income:-$5.05-$0.97-$2.79Curr Assets:$3.67
EPS:-$0.52-$0.10-$0.29Liabilities:$7.00
Prior EPS:$0.47-$2.46Curr Liabilities:$6.13
Cash Flow/Oper:-$2.93$0.10$0.64Equity:-$1.41
Cash Flow/Fin:$0.93-$0.35-$0.38Cash:$1.87
Cash Flow/Inv:-$0.73-$0.35Working Cap:-$2.47

Business Description
The company develops, markets and supports a family of turnkey, automated, scaleable, software-based performance analysis and reporting solutions for the management of computer networks. By providing a global view of network performance, the Company's products enable the effective and efficient management of large and medium-size multi-vendor networks, both by end users and network service providers, including telecommunications carriers, Internet service providers (ISPs), systems integrators and outsourcers. The Company's Network Health product family retrieves and compiles vital network statistics, performs extensive analyses of those statistics and provides intuitive, informative, user-friendly graphical reports. The Company's software-only solutions provide information technology (IT) executives, managers and technicians with the information necessary to assess and correct costly network inefficiencies, make cost-effective network purchasing decisions and predict network failures.

Competition
The market for the Company's products is highly competitive and subject to rapid technological change. Although the Company has experienced limited competition to date from products with comparable capabilities, the Company expects competition to increase in the future. The Company currently competes principally on the basis of: (i) the breadth of its products' features; (ii) the automated, scaleable, and cost effective nature of its products; and (iii) the Company's knowledge, expertise and service ability gained from years of close interaction with customers. While the Company believes that it currently competes favorably overall with respect to these factors, there can be no assurance that the Company will be able to continue to do so. The Company competes or may compete directly or indirectly with the following categories of companies: (i) other developers of network performance analysis and reporting solutions, such as Kaspia Systems, Inc., and report toolset vendors, such as Desktalk Systems, Inc.; (ii) large, well established networking OEMs such as International Business Machines Corporation, Hewlett-Packard Company, and Cabletron Systems, Inc. that have developed network management platforms; (iii) developers of network element management solutions such as Cisco Systems, Inc., 3Com Corporation and Bay Networks, Inc.; (iv) companies offering network performance reporting services such as International Network Services (INS); and (v) to a lesser degree, probe vendors such as NetScout Systems, Inc. Additional competitors, including large networking or telecommunications equipment manufactures, telecommunications service providers, and computer hardware and software companies, may enter this market, thereby further intensifying competition. Additionally, there can be no assurance that one or more of the Company's customers may not attempt to develop competing products internally or that one or more of the companies Concord has developed relationships with, such as the network management platform developers and probe vendors, will not try to develop a product that competes more directly with Network Health. Many of the Company's current and prospective competitors have significantly greater financial, selling and marketing, technical and other resources than the Company. As a result, these competitors may be able to devote greater resources to the development, promotion, sale and support of their products than the Company. Moreover, these companies may introduce additional products that are competitive with or better than those of the Company or may enter into strategic relationships to offer better products than those currently offered by the Company. There can be no assurance that the Company's products would effectively compete with such new products. To remain competitive, the Company must continue to invest in research and development, selling and marketing, and customer service and support. In addition, as the Company enters new markets and utilizes different distribution channels, the technical requirements and levels and bases of competition may be different than those experienced in the Company's current market. There can be no assurance that the Company will be able to successfully compete against either current or potential competitors in the future.

Business Plan
The company's objective is to maintain its leadership position in the expanding market for automated network performance analysis and reporting software solutions for the management of networks. To achieve its objective, the company is pursuing the following strategies: (I) Leverage Core Technology for Future Product Enhancements, (ii) Expand Existing Customer Base, (iii) Focus on Telecommunications Carriers and Other Network Service Providers, (iv) Expand Relationships with Strategic Partners and (v) Broaden Penetration of and Leverage Existing Customer Base.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including working capital.

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