<PAGE>
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
---------------------
FORM 10-Q/A
---------------------
(Mark One)
[X]Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 OR
[_]Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 0-13836
SILICON VALLEY RESEARCH, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2743735
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6360 SAN IGNACIO AVENUE 95119-1231
SAN JOSE, CA (Zip Code)
(Address of principal executive
offices)
(408) 361-0333
Registrant's telephone number, including area code
300 FERGUSON DRIVE
MOUNTAIN VIEW, CA 94043
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X No
Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.
Common Shares Outstanding at June 30, 1996: 11,399,000
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<PAGE>
SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGES
-----
<C> <S> <C>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements...............................
Consolidated Balance Sheets--March 31, 1996 and June 30,
1996 (unaudited).......................................... 3
Consolidated Statements of Operations--Three Months Ended
June 30, 1995 and 1996 (unaudited)........................ 4
Consolidated Condensed Statements of Cash Flows--Three
Months Ended June 30, 1995 and 1996 (unaudited)........... 5
Notes to Consolidated Financial Statements................. 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 9-12
Part II. OTHER INFORMATION.......................................... 12-13
Item 1 Legal Proceedings...................................
Item 2 Changes in Securities...............................
Item 3 Defaults Upon Senior Securities.....................
Item 4 Submission of Matters to a Vote of Securities
Holders...................................................
Item 5 Other Information...................................
Item 6 Exhibits and Reports on Form 8-K.................... 12
Signature.................................................. 14
Exhibit 27. Financial Data Schedule.................................... 15
</TABLE>
2
<PAGE>
The Registrant hereby amends Part I, Item 1, Financial Statements, to read in
full as follows:
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1996 1996
--------- -----------
(RESTATED)
(UNAUDITED)
<S> ASSETS <C> <C>
------
Current Assets:
Cash and cash equivalents................................ $ 10,238 $ 8,209
Accounts receivable, net of allowances of $25 and $37
respectively............................................ 4,650 2,766
Prepaid expenses and other current assets................ 286 813
-------- --------
15,174 11,788
Fixed assets, net........................................ 537 594
Other assets, net........................................ 1,381 4,238
-------- --------
$ 17,092 $ 16,620
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts payable......................................... $ 321 $ 779
Accrued expenses......................................... 1,329 990
Deferred revenue......................................... 1,537 1,399
Current portion of long-term debt........................ 139 141
-------- --------
3,326 3,309
Long-term debt........................................... 38 1
-------- --------
3,364 3,310
-------- --------
Shareholders' Equity:
Preferred stock, no par value:
Authorized: 1,000 shares
Issued and outstanding: none........................... -- --
Common stock, no par value:
Authorized: 25,000 shares
Issued and outstanding: 11,308 shares at March 31, 1996
and 11,399 shares at June 30, 1996.................... 31,171 31,300
Accumulated deficit...................................... (17,423) (17,958)
Cumulative translation adjustment........................ (20) (32)
-------- --------
13,728 13,310
-------- --------
$ 17,092 $ 16,620
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED JUNE 30,
------------------
1995 1996
------ ----------
(RESTATED)
<S> <C> <C>
Revenue:
License fees and other....................................... $1,879 $1,569
Maintenance fees............................................. 764 653
------ ------
Total revenue............................................ 2,643 2,222
------ ------
Cost of revenue:
Cost of license fees and other............................... 66 119
Cost of maintenance fees..................................... 124 99
------ ------
Total cost of revenue.................................... 190 218
------ ------
Gross profit................................................. 2,453 2,004
------ ------
Operating expenses:
Engineering, research and development........................ 814 668
Selling and marketing........................................ 1,360 1,568
General and administrative................................... 190 408
------ ------
Total operating expenses................................. 2,364 2,644
------ ------
Operating income (loss)...................................... 89 (640)
------ ------
Other income (expense):
Interest income............................................ 6 112
Interest expense........................................... (28) (8)
Other, net................................................. 3 1
------ ------
Total other income (expense)............................. (19) 105
------ ------
Income (loss) before provision for income taxes.............. 70 (535)
Provision for income taxes................................... -- --
------ ------
Net income (loss)............................................ $ 70 $ (535)
====== ======
Net income (loss) per share.................................. $ 0.01 $ (.05)
====== ======
Shares used in per share calculation......................... 9,401 11,378
====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
-------------------
1995 1996
------- ----------
(RESTATED)
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss)......................................... $ 70 $ (535)
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization........................... 163 256
Changes in assets and liabilities, net:
Accounts receivable..................................... (1,171) 1,863
Prepaid expenses and other current assets............... (47) (530)
Accounts payable........................................ 61 460
Accrued expenses........................................ (149) (337)
Deferred maintenance revenue............................ (33) (119)
Other, net.............................................. 9 (1,284)
------- -------
Net cash used in operating activities..................... (1,097) (226)
------- -------
Cash Flows from Investing Activities:
Acquisition of fixed assets............................... (182) (137)
Capitalization of software development costs and purchase
of software licenses..................................... (526) (1,758)
------- -------
Net cash used in investing activities..................... (708) (1,895)
------- -------
Cash Flows from Financing Activities:
Principal payments of long-term debt and other
liabilities.............................................. (327) (34)
Proceeds from recourse receivables........................ 184 0
Proceeds from issuance of common stock.................... 2,966 129
------- -------
Net cash provided by financing activities................. 2,823 95
------- -------
Effect of exchange rate changes on cash................... 35 (3)
------- -------
Net increase (decrease) in cash and cash equivalents...... 1,053 (2,029)
Cash and cash equivalents at beginning of quarter......... 1,248 10,238
------- -------
Cash and cash equivalents at end of quarter............... $ 2,301 $ 8,209
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996--UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
NOTE 1: BASIS OF PRESENTATION AND FINANCIAL STATEMENT INFORMATION
The accompanying consolidated financial statements have been prepared by the
Company, pursuant to the rules and regulations of the Securities and Exchange
Commission for Interim financial statements. Therefore, they do not include
all the disclosures which were presented in the Company's annual report on
Form 10-K. These financial statements should be read in conjunction with the
consolidated financial statements and notes included as part of the Company's
latest annual report on Form 10-K.
In the opinion of management, the consolidated financial statements include
all adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the consolidated financial position, results of operations and
cash flows for the interim period. The results of operations presented are not
necessarily indicative of the results to be expected for the full year or for
any other period.
REVENUE RECOGNITION
Revenues are comprised of license fees for the Company's software products
(except in Japan where revenues are comprised of sales of the Company's
software products) and fees for services complementing its products, including
annual maintenance and support, training and consulting.
Revenue from licenses is generally recognized when a customer purchase order
has been received, a license agreement has been executed, the software has
shipped, remaining obligations are insignificant, and collection of the
resulting account receivable is probable. Provisions for insignificant vendor
obligations are recorded at the time products are shipped.
Software maintenance revenue, including maintenance revenue bundled with the
initial product license revenue is deferred and recognized ratably over the
maintenance period. The maintenance revenue bundled with the initial product
license revenue is unbundled based on prices for which maintenance is sold
separately to customers. Training and consulting revenues are recognized as
these services are performed.
FINANCIAL STATEMENT RESTATEMENT
The Company received a commitment letter from a customer dated September 30,
1996 pursuant to which the customer agreed to purchase certain software and
services from the Company for $2,520. Due to extended payment terms associated
with this transaction the Company deferred all of the revenue and recorded the
related accounts receivable of $2,250. In December 1996, the Company
discovered that certain documents related to this transaction had been
backdated and that the maximum commitment of the customer was reduced to $600
by a separate memorandum. Accordingly, the Company restated its unaudited
consolidated balance sheet at September 30, 1996 to decrease accounts
receivables, long-term receivables and deferred revenue by an aggregate of
$2,250. The Company will recognize revenue on this transaction as the payments
become due.
Upon the discovery of the aforementioned, the Company's Audit Committee
through the Company's independent accountants, conducted a review of its
compliance with its revenue recognition policy. As a result of this review,
the Company identified certain transactions in the six months ended September
30, 1996, in which revenue and related expenses were recognized other than in
accordance with its accounting policies. The Company has restated its
unaudited consolidated financial statements for the quarters ended June 30,
1996 and September 30, 1996 to reverse these transactions and related
expenses.
6
<PAGE>
SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
JUNE 30, 1996--UNAUDITED
The following summarizes the effect of the restatement on the unaudited
consolidated financial statements of the Company's for the periods presented:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30, 1996
-----------------------
AS REPORTED AS RESTATED
----------- -----------
<S> <C> <C>
Total Revenues.................................... $ 3,111 $ 2,222
Income (loss) before taxes........................ 354 (535)
Provision (benefit) for income taxes.............. 35 --
Net income (loss)................................. 319 (535)
Income (loss) per share........................... .03 (0.05)
Shares used in per share calculations............. 12,536 11,378
Working capital................................... $ 9,333 $ 8,479
Total assets...................................... 17,662 16,620
Total liabilities................................. 3,498 3,310
Shareholders' equity.............................. 14,164 13,310
</TABLE>
NOTE 2: STATEMENT OF CASH FLOWS INFORMATION
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED
JUNE 30,
---------
1995 1996
---- ----
<S> <C> <C>
Supplemental Cash Flow Information:
Cash paid during the period for
Interest.................................................... $17 $ 8
Income taxes................................................ $10 $13
</TABLE>
NOTE 3: OTHER ASSETS
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1996 1996
--------- --------
<S> <C> <C>
Other assets comprise:
Software development costs............................. $1,133 $1,360
Software licenses...................................... 1,211 2,742
------ ------
2,344 4,102
Less accumulated amortization.......................... (1,330) (1,506)
------ ------
1,014 2,596
Loan to employees...................................... 100 100
Prepaid royalties...................................... -- 1,250
Other.................................................. 267 292
------ ------
$1,381 $4,238
====== ======
</TABLE>
7
<PAGE>
SILICON VALLEY RESEARCH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
JUNE 30, 1996--UNAUDITED
In June 1996, the Company entered into an agreement whereby Silicon Valley
Research was granted the exclusive marketing rights to Bell Labs' CLOVER line
of deep submicron verification products worldwide, with the exception of Japan
and Taiwan, where the Company will co-market with Bell Labs' existing
distributors. Pursuant to the four year agreement, the Company has made
prepaid royalty payments of $1,250 and has the following guaranteed future
royalty payments due to Bell Labs: $500 in fiscal 1997, $1,250 in fiscal 1998,
and $1,000 in fiscal 1999.
NOTE 4: LITIGATION
The Company is subject to certain types of litigation during its normal
course of business. In December, 1994, the Company was named as defendant in
an action brought by a competitor in the Santa Clara County Superior Court
alleging unfair competition and breach of contract. The second amended
complaint, the operative pleading, alleges unfair competition, breach of
contract, breach of implied covenant of good faith and fair dealing, and
unjust enrichment. The plaintiff is seeking attorneys' fees and damages, and
enforcement of the contract. The litigation is in the discovery stage and the
ultimate outcome cannot presently be determined. Accordingly, no provision for
any liability that may result upon adjudication has been made in the
consolidated financial statements.
8
<PAGE>
The Registrant hereby amends Part I, Item 2, Management's Discussion and
Analysis of Financial Condition and Results of Operations to read in full as
follows:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (IN THOUSANDS)
This Management's Discussion and Analysis of Financial Condition and Results
of Operations includes a number of forward-looking statements which reflect
the Company's current view with respect to future events and financial
performance. These forward-looking statements are subject to certain risks and
uncertainties, including those discussed in the Other Factors section of this
Item 2 and elsewhere in this Form 10-Q/A that could cause actual results to
differ materially from historical results or those anticipated. In this
report, the words "anticipates," "believes," "expects," "intends," "future,"
and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof.
RESULTS OF OPERATIONS
REVENUE
Revenue for the first quarter of fiscal year 1997, which ended June 30,
1996, decreased to $2,222 from $2,643 in the first quarter a year ago. The 16%
decrease is due to lower license sales during the quarter ended June 30, 1996,
primarily resulting from a reduction in capital investments particularly by
customers in Asia and increased competition in the EDA marketplace.
There were two customers whose total sales for the quarter exceeded 10
percent of total sales for the quarter and one of the customers purchased
$1,000 in licenses. International sales, primarily Japan and the Far East
accounted for 12% of total revenue this quarter compared to 67% in the first
quarter a year ago.
The Company's expense levels are based, in part, on its expectations as to
future revenue levels, which are difficult to predict. If revenue levels are
below expectations, operating results may be materially and adversely
affected. In addition, the Company's quarterly and annual results may
fluctuate as a result of many factors, including the size and timing of
software license fees, timing of co-development projects with customers,
timing of operating expenditures, increased competition, new product
announcements and releases by the Company and its competitors, gain or loss of
significant customers or distributors, expense levels, renewal of maintenance
contracts, pricing changes by the Company or its competitors, personnel
changes, foreign currency exchange rates, and economic conditions generally
and in the electronics industry specifically. There can also be no assurance
that the Company's distributor strategy will be successful or that the Company
will be able to retain current distributors or to identify new distributors in
the future that are acceptable to the Company.
COST OF LICENSE FEES AND OTHER REVENUE
Cost of sales for the first quarter of fiscal year 1997 was $119, compared
to $66 in the first quarter of fiscal 1996. Cost of sales is primarily the
amortization of software development costs capitalized in fiscal 1996.
COST OF MAINTENANCE FEES REVENUE
Cost of sales of maintenance for the first quarter of fiscal year 1997 was
$99 compared to $124 in the first quarter of fiscal 1996. Cost of maintenance
fees revenue is primarily the cost of providing technical support and
technical documentation.
ENGINEERING, RESEARCH AND DEVELOPMENT EXPENSES
Engineering, research and development expenses for the first quarter of
fiscal year 1997, were $668 compared to $814 in the first quarter a year ago.
Comparing the first quarter of fiscal 1997 and the first quarter
9
<PAGE>
of fiscal 1996, engineering, research and develpment expenses were 30% and 31%
of revenue, respectively. The decrease in engineering, research and
development expenses is due to capitalized software development costs and a
temporary reduction in head-count in the United States with increases in
Taiwan at lower salary and expense rates . The company continues to strengthen
its engineering capabilities with increased staffing and increased emphasis on
development of new technology.
SELLING & MARKETING EXPENSES
Selling and marketing expenses for the first quarter of fiscal year 1997
increased to $1,568 from $1,360 in the first quarter a year ago. In the first
quarter of fiscal 1997 and the first quarter of fiscal 1996, selling and
marketing expenses were 71% and 51% of revenue, respectively. The dollar
increase is due to the addition of sales and marketing personnel.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased to $408 for the first quarter
of fiscal year 1997, from $190 in the first quarter a year ago. In the first
quarter of fiscal 1997 and the first quarter of fiscal 1996, selling, general
and administrative expenses were 18%, and 7% of revenue, respectively. The
increase is the result of increases to the senior management team and
relocation expenses.
OTHER INCOME (EXPENSE)
Other income (expense) increased to $105 from $(19) comparing the first
quarter of fiscal year 1997 to the first quarter of fiscal 1996. Other
expenses are primarily interest income and expense and the increase is due to
investing the proceeds received in the secondary offering.
FINANCIAL CONDITION
The Company's primary unused sources of funds at June 30, 1996, consisted of
cash and cash equivalents of $8,209 and a bank line of credit of $2,000. The
Company believes its cash and cash generated from operations and available
borrowings will be sufficient to finance its operations for at least the next
twelve months. The Company's cash requirements in the future may also be
financed through additional equity or debt financings. There can be no
assurance that such financing can be obtained at favorable terms, if at all.
The Company is obligated to make royalty payments of $2,750 over the next
three years.
The Company is currently engaged in litigation with Mentor Graphics.
Regardless of the outcome of this pending litigation, the litigation may
result in substantial cost and expenses to the Company and significant
diversion of efforts by the Company's technical and management personnel. In
addition, an adverse ruling in the litigation could have a material adverse
effect on the Company's business, operating results or financial condition.
See Notes to Consolidated Financial Statements.
OTHER FACTORS AFFECTING FUTURE RESULTS OF OPERATIONS
Revenues from sales of the SVR GARDS family of products have historically
represented a substantial majority of the Company's license revenues. Although
the Company has recently introduced its SVR FloorPlacer and SVR SonIC
products, the Company expects that revenues from the license of SVR GARDS
products will continue to account for at least a majority of the Company's
revenues for the foreseeable future. The life cycles of the Company's products
are difficult to predict due to the effect of new product introductions or
product enhancements by the Company or its competitors, market acceptance of
new and enhanced versions of the Company's products and competition in the
Company's marketplace. Declines in the demand for the SVR GARDS family of
products, whether as a result of competition, technological change, price
reductions or
10
<PAGE>
otherwise, could have a material adverse effect on the Company's business,
operating results and financial condition.
The EDA industry is characterized by extremely rapid technological change,
frequent new product introductions and enhancements, evolving industry
standards and rapidly changing customer requirements. The development of more
complex ICs embodying new technologies will require increasingly sophisticated
design tools. The Company's future results of operations will depend, in part,
upon its ability to enhance its current products and to develop and introduce
new products on a timely and cost-effective basis that will keep pace with
technological developments and evolving industry standards and methodologies,
as well as address the increasingly sophisticated needs of the Company's
customers. The Company has in the past and may in the future experience delays
in new product development and product enhancements. The Company began
commercial shipments of its new SVR FloorPlacer software products in the
quarter ended March 31, 1995, and of its new SVR SonIC software products in
the quarter ended June 30, 1995. There can be no assurance that these new
products will gain market acceptance or that the Company will be successful in
developing and marketing product enhancements or other new products that
respond to technological change, evolving industry standards and changing
customer requirements, that the Company will not experience difficulties that
could delay or prevent the successful development, introduction and marketing
of these products or product enhancements, or that its new products and
product enhancements will adequately meet the requirements of the marketplace
and achieve any significant degree of market acceptance. In addition, all of
the Company's current products operate in, and planned future products will
operate in, the Unix operating system. In the event that another operating
system, such as Windows NT, were to achieve broad acceptance in the EDA
industry, the Company would be required to port its products to such an
operating system, which would be costly and time consuming and could have a
material adverse effect on the Company's business, operating results or
financial condition. Failure of the Company, for technological or other
reasons, to develop and introduce new products and product enhancements in a
timely and cost-effective manner would have a material and adverse effect on
the Company's business, operating results and financial condition. In
addition, the introduction or even announcement of products by the Company or
one or more of its competitors embodying new technologies or changes in
industry standards or customer requirements could render the Company's
existing products obsolete or unmarketable. Such deferment of purchases could
have a material adverse effect on the Company's business, operating results or
financial condition.
Software products as complex as those offered by the Company may contain
defects or failures when introduced or when new versions are released. The
Company has, in the past, discovered software defects in certain of its
products and may experience delays or lost revenue to correct such defects in
the future. Although the Company has not experienced material adverse effects
resulting from any such defects to date, there can be no assurance that,
despite testing by the Company, errors will not be found in new products or
releases after commencement of commercial shipments, resulting in loss of
market share or failure to achieve market acceptance. Any such occurrence
could have a material effect upon the Company's business, operating results or
financial condition.
A small number of customers account for a significant percentage of the
Company's total revenue. There can be no assurance that sales to these
entities, individually or as a group, will reach or exceed historical levels
in any future period. Any substantial decrease in sales to one or more of
these customers could have a material adverse effect on the Company's
business, operating results or financial condition. The Company currently
sells and markets its products overseas, other than in Japan, through a
limited number of distributors. The Company has recently hired new
distributors in Taiwan, Korea, Europe and Singapore. The Company has no
history of performance by its new distributors. In addition, there can be no
assurance that the new distributors will be able to successfully distribute
and support the Company's products on a timely basis or that such distributors
will not reduce their efforts devoted to selling the Company's products or
terminate their relationship with the Company as a result of competition with
other suppliers' products. The loss of or changes in the relationship with or
performance by one or more of the Company's international distributors could
have a material adverse effect on the Company's business, results of
operations and financial condition.
11
<PAGE>
The licensing and sales of the Company's software products generally
involves a significant commitment of capital by prospective customers, with
the attendant delays frequently associated with large capital expenditures and
lengthy acceptance procedures. For these and other reasons, the sales cycle
associated with the licensing of the Company's products is typically lengthy
and subject to a number of significant risks over which the Company has little
or no control. Because the timing of customer orders is hard to predict, the
Company believes that its quarterly operating results are likely to vary
significantly in the future.
The Company is dependent upon the semiconductor and more generally, the
electronics industries. Each of these industries is characterized by rapid
technological change, short product life cycles, fluctuations in manufacturing
capacity and pricing and gross margin pressures. Each of these industries is
highly cyclical and has periodically experienced significant downturns, often
in connection with, or in anticipation of declines in general economic
conditions during which the number of new IC design projects often decreases.
Purchases of new licenses from the Company are largely dependent upon the
commencement of new design projects, and factors negatively affecting any of
these industries could have a material adverse effect on the Company's
business, operating results or financial condition. The Company has
experienced some order delays as the semiconductor industry is experiencing a
slowdown. The Company's business, operating results and financial condition
may, in the future, reflect substantial fluctuations from period to period as
a consequence of patterns and general economic conditions in either the
semiconductor or electronics industry.
The Registrant hereby amends Part II, Item 6, Exhibits and Reports on Form
8-K to read in full as follows:
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(A) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S>
(a)(1) The financial statements filed as part of this Report at Item 1 are
listed in the Index to Financial Statements and Financial Statement
Schedules on page 2 of this Report.
(a)(2)) The following exhibits are filed with this Quarterly Report on Form
10-Q:
3.01 Registrant's Articles of Incorporation as amended to date
(incorporated by reference to Exhibit 3.01 of Registrant's
Registration Statement on Form S-1 ( File No. 2-89943) filed March 14,
1984, as amended (the "1984 Registration Statement")).
3.02 Registrant's bylaws, as amended to date (incorporated by reference to
Exhibit 4.01 of the 1984 Registration Statement).
10.01* Registrant's 1990 Directors Stock Option Plan (incorporated by
reference to Exhibit A of Registrant's Proxy Statement dated July 10,
1990).
10.02 Stock Purchase Agreement dated May 16, 1991 between the Registrant and
Intergraph Corporation (incorporated by reference to Exhibit 4.01 of
Registrant's Report on Form 8-K dated June 7, 1991).
10.03* Registrant's 1988 Stock Option Plan, as amended to date, including the
stock option grant form and the stock option exercise notice and
agreement (incorporated by reference to Exhibit 10.15 of Registrant's
Annual Report on Form10-KSB for the fiscal year ended March 31, 1993).
10.04 Warrant Agreement dated March 31, 1992 between the Registrant and
Intergraph Corporation (incorporated by reference to Exhibit 10.18 of
Registrant's Annual Report on Form10-KSB for the fiscal year ended
March 31, 1993).
10.05* Registrant's 1993 Employee Stock Purchase Plan, as amended to date
(incorporated by reference to Exhibit 10.20 of Registrant's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1993).
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S>
10.06 Stock Purchase Agreement dated February 12,1993 between the Registrant
and several investors (incorporated by reference to Exhibit 4.01 of
Registrant's current report on Form 8-K filed on April 15, 1993).
10.07 Stock Purchase Agreement dated January 19,1994 between the Registrant
and several investors (incorporated by reference to Exhibit 4.01 of
Registrant's current report on Form 8-K filed on
February 4, 1994).
10.08 Warrant Agreement dated March 22, 1994 between the Registrant and
Prutech Research and Development Partnership II (incorporated by
reference to Exhibit 10.22 of Registrant's Annual Report on Form 10-
KSB for the fiscal year ended March 31, 1994).
10.09 Subordination debt agreement dated September 15, 1994 between the
registrant and several investors (incorporated by reference to Exhibit
4.01 of Registrant's current report on Form 8-K filed on November 4,
1994).
10.10* Employment Agreement dated October 31, 1995 between the Registrant and
Glenn E. Abood (incorporated by reference to Exhibit 10.10 of
Registrant's Registration Statement on Form S-2 filed December 6,
1995).
10.11 Stock Purchase Agreement dated June 6, 1995 between the Registrant and
several investors (incorporated by reference to Exhibit 10.10 of the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1995).
10.12 Security and Loan Agreement dated September 15, 1995 by and among
Imperial Bank and the Registrant (incorporated by reference to Exhibit
10.12 of the Registrant's Registration Statement on Form SB-2 filed
December 6, 1995).
10.13 Master Equipment Lease Agreement dated November 9, 1995 by and between
Financing for Science International, Inc. and the Registrant
(incorporated by reference to Exhibit 10.13 of the Registrant's
Registration Statement on Form SB-2 filed December 6, 1995).
27.00 Financial Data Schedule
</TABLE>
- --------
* Management Contract or Compensatory Plan or Arrangement
(B) Reports on Form 8-K:
None
13
<PAGE>
SIGNATURE
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.
SILICON VALLEY RESEARCH
Date: February 18, 1997 /s/ Robert R. Anderson
-------------------------------------
Robert R. Anderson
Chief Executive Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE
30, 1996 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> JUN-30-1996
<CASH> 8,209
<SECURITIES> 0
<RECEIVABLES> 2,803
<ALLOWANCES> 37
<INVENTORY> 0
<CURRENT-ASSETS> 11,788
<PP&E> 2,266
<DEPRECIATION> 1,672
<TOTAL-ASSETS> 16,620
<CURRENT-LIABILITIES> 3,309
<BONDS> 1
0
0
<COMMON> 31,300
<OTHER-SE> (17,990)
<TOTAL-LIABILITY-AND-EQUITY> 16,620
<SALES> 1,569
<TOTAL-REVENUES> 2,222
<CGS> 218
<TOTAL-COSTS> 2,644
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8
<INCOME-PRETAX> (535)
<INCOME-TAX> 0
<INCOME-CONTINUING> (535)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (535)
<EPS-PRIMARY> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
