SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
Commission file number 1-7760/0-20290
Computervision Corporation
(Exact name of registrant as specified in its charter)
Delaware 04-2491912
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
100 Crosby Drive, Bedford, Massachusetts 01730
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 275-1800
(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 twelve months (or such shorter period that
the registrant was required to file such reports), and (2) has been subject
to the filing requirements for the past 90 days.
Yes X No
At August 9, 1996 the registrant had outstanding an aggregate of 63,415,256
shares of its Common Stock, $.01 par value.
1
<PAGE>
COMPUTERVISION CORPORATION
<TABLE>
<CAPTION>
INDEX
PART I. FINANCIAL INFORMATION Page
<S> <C>
Consolidated Balance Sheets at December 31, 1995 and
June 30, 1996 (Unaudited) 3
Consolidated Statements of Operations (Unaudited) for the
Three and Six Months Ended July 2, 1995 and June 30, 1996 4
Consolidated Statements of Cash Flows (Unaudited) for the
Six Months Ended July 2, 1995 and June 30, 1996 5
Notes to Consolidated Financial Statements (Unaudited) 6-7
Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-10
Review by Independent Public Accountants 11
Report on Review by Independent Public Accountants 12
PART II. OTHER INFORMATION 13
Signatures 14
EXHIBIT INDEX 15
</TABLE>
2
<PAGE>
COMPUTERVISION CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
(Unaudited)
December 31, June 30,
ASSETS 1995 1996
----------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $50,979 $33,291
Accounts receivable, less allowance for doubtful
accounts of $3,623 and $2,928, respectively 92,271 100,009
Current deferred income taxes 16,444 16,290
Prepaid expenses and other current assets 18,003 21,479
--------- ---------
TOTAL CURRENT ASSETS 177,697 171,069
PROPERTY AND EQUIPMENT, NET 49,026 42,418
DEFERRED INCOME TAX ASSETS 10,766 10,606
CAPITALIZED SOFTWARE 2,105 971
DEFERRED FINANCE COSTS 5,344 4,539
OTHER ASSETS 4,597 4,306
--------- ---------
$249,535 $233,909
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $27,259 $27,892
Notes payable and current portion of long-term debt 8,211 8,174
Accrued compensation, severance and related costs 61,722 40,790
Deferred revenue and customer advances 39,148 40,916
Accrued and deferred income taxes 31,910 33,789
Other current liabilities and accrued expenses 90,977 81,677
--------- ---------
TOTAL CURRENT LIABILITIES 259,227 233,238
DEFERRED INCOME TAXES 27,284 27,307
LONG-TERM DEBT, LESS CURRENT PORTION 223,616 223,427
OTHER LONG-TERM LIABILITIES 77,134 68,961
STOCKHOLDERS' DEFICIT
Preferred stock, $0.01 par value; 5,000,000 shares
authorized; none issued and outstanding
Common stock, $0.01 par value; 100,000,000 shares
authorized; 62,815,017 and 63,386,653 shares,
respectively, issued and outstanding 628 634
Capital in excess of par value 1,183,056 1,185,423
Retained deficit (1,533,351) (1,514,530)
Cumulative translation adjustment 11,941 9,449
--------- ---------
TOTAL STOCKHOLDERS' DEFICIT (337,726) (319,024)
--------- ---------
$249,535 $233,909
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3
<PAGE>
COMPUTERVISION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
July 2, June 30, July 2, June 30,
1995 1996 1995 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
SOFTWARE REVENUE
Product $43,065 $43,851 $76,078 $83,890
Services 30,931 26,767 59,564 54,648
-------- -------- -------- --------
TOTAL SOFTWARE REVENUE 73,996 70,618 135,642 138,538
Other Services Revenue 57,366 48,339 115,195 93,654
-------- -------- -------- --------
TOTAL REVENUE 131,362 118,957 250,837 232,192
======== ======== ======== ========
COST OF SALES
Software
Product 5,404 3,773 9,271 7,736
Services 18,625 15,630 35,234 32,084
Other services 40,356 35,348 80,124 67,638
-------- -------- -------- --------
TOTAL COST OF SALES 64,385 54,751 124,629 107,458
-------- -------- -------- --------
GROSS PROFIT 66,977 64,206 126,208 124,734
SELLING AND ADMINISTRATIVE EXPENSE 35,327 34,498 70,054 67,443
RESEARCH, DEVELOPMENT AND
ENGINEERING EXPENSE 11,441 10,241 21,398 20,740
-------- -------- -------- --------
OPERATING INCOME 20,209 19,467 34,756 36,551
INTEREST INCOME (310) (262) (465) (801)
INTEREST EXPENSE 11,952 8,036 23,573 16,025
OTHER (INCOME) EXPENSE, NET 190 (413) (185) (58)
-------- -------- -------- --------
EARNINGS BEFORE INCOME TAXES 8,377 12,106 11,833 21,385
PROVISION FOR INCOME TAXES 1,250 1,453 1,760 2,564
-------- -------- -------- --------
NET INCOME $7,127 $10,653 $10,073 $18,821
======== ======== ======== ========
EARNINGS PER SHARE $0.14 $0.16 $0.20 $0.29
======== ======== ======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING 49,388 64,923 49,266 64,933
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
<PAGE>
COMPUTERVISION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
July 2, June 30,
CASH FLOWS USED FOR OPERATIONS 1995 1996
------- -------
<S> <C> <C>
Net earnings $10,073 $18,821
Add items not requiring cash:
Depreciation of property and equipment 13,440 10,562
Amortization of intangibles 3,754 1,134
Amortization of finance costs and debt discounts 1,710 1,455
Provision for doubtful accounts 348 (121)
Changes in assets and liabilities:
Accounts receivable 21,555 (9,438)
Prepaid expenses and other current assets (958) (2,339)
Accounts payable, accrued expenses and
income taxes (38,840) (31,230)
-------- --------
Cash flows used for continuing operations 11,082 (11,156)
Cash flows used for discontinued operations 173 0
-------- --------
Total cash flows used for operations 11,255 (11,156)
-------- --------
INVESTING ACTIVITIES
Expenditures for property and equipment (5,195) (6,237)
Decrease in other assets 3,712 68
-------- --------
Total cash flows used for investments (1,483) (6,169)
-------- --------
FINANCING ACTIVITIES
(Increase) decrease in notes payable (4,315) 466
Additions (payments) on long-term borrowings 62 (1,342)
Issuance of common stock under Employee Stock
Purchase Plan 265 308
Issuance of common stock under Stock Option Plan 437 2,065
-------- --------
Total cash from financing activities (3,551) 1,497
-------- --------
Foreign exchange impact on cash 5,582 (1,860)
-------- --------
Net increase (decrease) in cash and cash equivalents 11,803 (17,688)
Cash and cash equivalents at beginning of period 15,240 50,979
-------- --------
Cash and cash equivalents at end of period $27,043 $33,291
======== ========
Supplementary data requirements:
Cash interest paid $22,181 $14,331
Cash taxes paid (refunded) ($490) $297
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
5
<PAGE>
The accompanying unaudited financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission, and reflect all adjustments (all of which are of a normal
recurring nature) which, in the opinion of management, are necessary for a
fair statement of the results of the interim periods presented. These
financial statements do not include all disclosures associated with annual
financial statements and, accordingly, should be read in conjunction with
the financial statements and footnotes for the year ended December 31, 1995
included in the Company's Form 10-K where certain terms have been defined.
(1) Notes Payable and Long-Term Debt (In Thousands)
<TABLE>
<CAPTION>
December June
31, 1995 30, 1996
-------- --------
<S> <C> <C>
Notes Payable:
Notes Payable to Banks $2,812 $3,278
Revolving Credit Arrangement - -
-------- --------
Total Notes Payable $2,812 $3,278
======== ========
Long-Term Debt:
8% Convertible Subordinated Debentures, due 2009 36,066 36,687
11 3/8% Senior Subordinated Notes, due 1999 175,000 175,000
Other Long-Term Debt, less current portion
of $5,399 and $4,896 12,550 11,740
-------- --------
Total Long-Term Debt, less current portion $223,616 $223,427
======== ========
</TABLE>
Notes Payable to Banks
Notes payable to banks consist of borrowings by the Company's international
subsidiaries under certain of the Company's lines of credit. Borrowings under
such lines bear interest at prevailing or negotiated rates.
Revolving Credit Arrangement
The Company has a revolving credit facility with a bank, which expires in
1998. There were no borrowings outstanding against the facility at December
31, 1995 or June 30, 1996.
(2) Litigation
The Company is currently involved in lawsuits which could have an adverse
impact upon the Company's short-term liquidity and results of operations if
unfavorable judgments are rendered against the Company. With respect to the
lawsuit brought against the Company by Joseph and Josephine Dieter, the trial
has been rescheduled for September, 1996.
On July 31, 1996 the United States Court of Appeals for the First Circuit
approved the decision of the United States District Court in Boston to dismiss
the securities class action lawsuit filed against the Company, certain officers
and directors arising out of the Company's 1992 public equity and debt
offerings. The case had been originally filed in September 1992 and was
amended several times.
Other than as described above, there have been no significant changes to the
Company's outstanding litigation since the filing of the Company's Form 10-Q
for the three months ended March 31, 1996.
(3) Related Party Transaction
The Company recognized $11,200 of software product revenue from Peugeot SA
during the quarter ended March 31, 1996. A member of senior management of
Peugeot SA is also a director of the Company.
6
<PAGE>
(4) Earnings Per Share
Fully diluted earnings per share for the three and six months ended July 2,
1995 and June 30, 1996 would have been the same as primary earnings per share
and, therefore, have not been presented separately.
(5) Reclassifications
Certain prior year balances in the financial statements have been reclassified
to conform to the current year financial statement presentation.
7
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations (In Thousands, Except Per Share Data)
This Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the financial
statements and footnotes contained in the Company's Form 10-Q for the six
months ended June 30, 1996 and the Form 10-K, including the Factors That
May Affect Future Results section of Management's Discussion and Analysis
of Financial Condition and Results of Operations, for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
Software Revenue and Gross Margins
Total software revenue for the second quarter of 1996 decreased $3,378 or 5%,
as product revenue increased $786 or 2% and service revenue decreased $4,164
or 13% from the corresponding period in 1995. Software product revenue was
adversely impacted by several large customer orders which did not close
during the period. For the six month period ended June 30, 1996, total
software revenue increased $2,896, or 2%, from the corresponding period in
1995. Product revenue increased $7,812 or 10% and included $11,200 related
to a first quarter contract with Peugeot SA, including Automobiles Peugeot
and Citroen, while service revenue decreased $4,916 or 8%. Total software
revenue for both the second quarter and first half of 1996 included
unfavorable foreign exchange impacts during the periods of $2,100 and
$2,800, respectively, attributable to product revenue, and $1,700 and $2,000,
respectively, attributable to service revenue.
For the three month and six month periods ended June 30, 1996, revenue from
the Company's product data management software products increased $3,000 and
$7,100, or 42% and 63%, respectively, and revenue from CADDS software products
increased $1,300 and $3,100, or 5% and 6%, respectively. Revenue from several
older mechanical CAD software products, however, continued to decline year
over year, as planned.
The decrease in software service revenue for the three and six month periods
ended June 30, 1996 was due to reduced maintenance revenue and lower training
revenue. The maintenance revenue decrease reflected primarily the impact of
lower pricing on new products and upgrades within the existing customer
base.
Software product margins for both the second quarter and first six months of
1996 were 91% compared to 87% and 88%, respectively, for the corresponding
periods in 1995. The improvement in software product margins primarily
resulted from a decrease in amortization of previously capitalized software
costs. Software service margins for the second quarter and first six months
of 1996 were 42% and 41% compared to 40% and 41%, respectively, for the
corresponding periods in 1995. The improvement in software service margin
for the second quarter of 1996 primarily resulted from increased consulting
margins offset in part by decreases in training margins.
Other Revenue and Gross Margins
Other services revenue for the second quarter and first six months of 1996
decreased $9,027 and $21,541, or 16% and 19% from the corresponding periods
in 1995 and included unfavorable period over period foreign exchange impacts
of $1,800 and $2,100, respectively. The decrease in other services revenue was
primarily due to the expected continuing reduction in hardware services, which
declined $13,108 and $25,839, or 36% and 34%, respectively. These decreases
were partially offset by an increase in value added services revenue.
Other services margins for the second quarter and first six months of 1996
were 27% and 28%, respectively, compared to 30% for the corresponding
periods in 1995. The decrease in margins was attributable to several factors,
including unabsorbed fixed costs as a result of a declining service base and
increased value added services which contribute a lower margin.
Selling and Administrative Expense
Total selling and administrative expense for the second quarter and first six
months of 1996 decreased $829 and $2,611, or 2% and 4%, respectively, from
the corresponding periods in 1995 primarily due to favorable foreign exchange
impacts of $1,300 and $1,500, respectively.
8
<PAGE>
Research, Development and Engineering Expense
Total research, development and engineering expense for the second quarter
and first six months of 1996 decreased $1,200 and $658, or 10% and 3%,
respectively, from the corresponding periods in 1995. The decrease was
primarily due to continued reductions in operating costs resulting from
reallocation of development projects to the Company's development facility
in India.
Interest and Other
Interest expense for the second quarter and first six months of 1996 decreased
$3,916 and $7,548, or 33% and 32%, respectively, compared to the corresponding
periods in 1995. This decrease was primarily due to the repayment in the
fourth quarter of 1995 of the 10 7/8% Senior Notes, due in 1997. Interest
income increased $336 for the first six months of 1996 over the corresponding
period in 1995, due to higher average invested cash balances. Other (income)
expense for the first six months of 1996 and the corresponding period of 1995
primarily relates to the Company's foreign currency hedging program.
Short-term Liquidity and Capital Resources
The Company expects that cash generated from operations and from factoring
arrangements which may be entered into from time to time, as well as
borrowings under its Revolving Credit Arrangement will be sufficient to fund
its principal short-term liquidity requirements, including debt service,
restructuring payments, normal working capital and other cash requirements.
On November 17, 1995, the Company entered into a three-year, $50,000 credit
facility (the "New Credit Facility") with Bankers Trust Company (Fleet Bank of
Massachusetts later became a co-agent). The New Credit Facility provides for
a revolving line of credit (the "Revolving Credit Line") of $50,000 for
working capital and for sinking fund payments on the Company's 8% Convertible
Subordinated Debentures, of which $20,000 is available for letters of credit.
Letters of credit outstanding at June 30, 1996 were $7,325. Pursuant to the
terms of the New Credit Facility, the Company has granted the lenders a
security interest in all of the Company's U.S. assets. The New Credit Facility
is not subject to any borrowing base restrictions. The New Credit Facility
requires the Company to satisfy certain financial and other covenants. Loans
under the New Credit Facility will bear interest at a Base Rate or Eurodollar
rate, as selected by the Company, plus an Applicable Margin. On June 30, 1996,
the rates ranged from 7.44% to 9.25%.
Despite a significant reduction in the Company's long term indebtedness in
1995, the Company remains highly leveraged and has a stockholders' deficit.
This indebtedness requires the Company to dedicate a significant portion of
its cash flow from operations to service its indebtedness and makes the
Company more vulnerable to unfavorable changes in general economic conditions.
A substantial portion of the Company's orders and shipments typically occur
in the last two weeks of each quarter. Therefore, the timing of orders and
shipments, including unexpected delays in receiving large orders or
competitors introducing new competitive products, could result in significant
quarterly fluctuations in the Company's operating results and cash flow.
Historically, the Company has experienced a seasonal decline in revenue in
the first and third quarters of each fiscal year, primarily due to capital
budgeting cycles and the European holiday schedule, respectively.
Long-term Liquidity
The Company's principal long-term liquidity requirements are payments for
interest, previously accrued restructuring obligations, capital expenditures
and the repayment of the Senior Subordinated Notes which mature in 1999. The
Company expects to meet its long-term liquidity requirements, including
repayment of its Senior Subordinated Notes, primarily through funds generated
from operations, bank borrowings or sales of equity and/or debt securities.
The Company believes that it may require additional funds in 1999 to satisfy
these obligations, in which event it would seek to obtain such funds through a
further sale of equity and/or debt securities or other financing arrangements.
However, no assurances can be given that such funds will be available when
required or on terms favorable to the Company.
9
<PAGE>
Operations and Investments
Cash and cash equivalents were $33,291 at June 30, 1996 compared with $50,979
at December 31, 1995. The decrease of $17,688 in cash and cash equivalents is
primarily due to cash used for operations ($11,156) and cash used for the
purchase of property and equipment ($6,237). Cash used for operations was
significantly impacted by an increase in net accounts receivable during the
first half of 1996. The increase in net accounts receivable was primarily the
result of a shift in the mix of revenues toward more software product and
value added services revenues, which typically have a longer collection cycle
than services or annuity based revenues.
Legal
The Company is currently involved in lawsuits which could have an adverse
impact upon the Company's short-term liquidity and results of operations if
unfavorable judgments are rendered against the Company. With respect to the
lawsuit brought against the Company by Joseph and Josephine Dieter, the trial
has been rescheduled for September, 1996.
On July 31, 1996 the United States Court of Appeals for the First Circuit
approved the decision of the United States District Court in Boston to dismiss
the securities class action lawsuit filed against the Company, certain officers
and directors arising out of the Company's 1992 public equity and debt
offerings. The case had been originally filed in September 1992 and was
amended several times.
Other than as described above, there have been no significant changes to the
Company's outstanding litigation since the filing of the Company's Form 10-Q
for the three months ended March 31, 1996.
10
<PAGE>
Report on Review by Independent Public Accountants
The financial statements included in this filing on Form 10-Q, as listed in the
accompanying index, have been reviewed by Arthur Andersen LLP, independent
public accountants, in accordance with established professional standards and
procedures for such a review. Their report on the review is included on page
12 of the Form 10-Q.
11
<PAGE>
(Arthur Andersen LLP letterhead)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Computervision Corporation:
We have reviewed the accompanying condensed consolidated balance sheet of
Computervision Corporation and subsidiaries as of June 30, 1996, and the
related consolidated statements of operations for the three-and six-month
periods ended June 30, 1996 and July 2, 1995 and the consolidated statements
of cash flows for the six-month periods ended June 30, 1996 and July 2, 1995.
These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be
in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Computervision Corporation and
subsidiaries as of December 31, 1995 and the related consolidated statements
of operations, stockholders' equity (deficit) and cash flows for the year then
ended (not presented separately herein), and in our report dated January 22,
1996, we expressed an unqualified opinion on those financial statements. In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1995 is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which
it has been derived.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
July 17, 1996
12
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is currently involved in lawsuits which could have an adverse
impact upon the Company's short-term liquidity and results of operations if
unfavorable judgments are rendered against the Company. With respect to the
lawsuit brought against the Company by Joseph and Josephine Dieter, the trial
has been rescheduled for September, 1996.
On July 31, 1996 the United States Court of Appeals for the First Circuit
approved the decision of the United States District Court in Boston to dismiss
the securities class action lawsuit filed against the Company, certain officers
and directors arising out of the Company's 1992 public equity and debt
offerings. The case had been originally filed in September 1992 and was
amended several times.
Other than as described above, there have been no significant changes to the
Company's outstanding litigation since the filing of the Company's Form 10-Q
for the three months ended March 31, 1996.
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits.
Exhibit 11 - Calculation of Shares Used in Determining Earnings Per Share.
Exhibit 15 - Letter re: Unaudited Interim Financial Information.
(b) Reports on Form 8-K.
A report on Form 8-K was filed on June 14, 1996 to report the appointment
of Kathleen A. Cote as Chief Executive Officer, effective November 1, 1996,
replacing Russell E. Planitzer who will continue to remain active in the
Company and remain as Chairman of the Board at least until June, 1998.
A report on Form 8-K was filed on July 25, 1996 to report the Company's
financial results for the second quarter of 1996.
A report on Form 8-K was filed on July 31, 1996 to report the appointment
of Kathleen A. Cote to the Board of Directors and William A. Foniri to the
position of Chief Financial Officer.
13
<PAGE>
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.
Computervision Corporation
(Registrant)
Date: August 12, 1996
/S/ William A. Foniri
William A. Foniri
Vice-President, Finance
Chief Financial Officer, and Treasurer
14
<PAGE>
<TABLE>
<CAPTION>
Exhibit Index
Page
<S> <C>
11(a) - Computervision Corporation - Calculation of
Shares Used in Determining Earnings Per Share 16
15 - Letter re: Unaudited Interim Financial Information 17
15
<PAGE>
Computervision Corporation
Calculation of Shares Used in Determining Earnings Per Share
For the Three and Six Months Ended July 2, 1995 and June 30, 1996
(In Thousands)
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
July 2, June 30, July 2, June 30,
Primary Earnings Per Share 1995 1996 1995 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Weighted average number of common
shares outstanding during the period 48,515 63,287 48,465 63,133
Common stock equivalents 873 1,636 801 1,800
------- ------- ------- -------
Total 49,388 64,923 49,266 64,933
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
July 2, June 30, July 2, June 30,
Fully Diluted Earnings Per Share 1995 1996 1995 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Weighted average number of common
shares outstanding during the period 48,515 63,287 48,465 63,133
Common stock equivalents 1,302 1,763 992 1,797
------- ------- ------- -------
Total 49,817 65,050 49,457 64,930
======= ======= ======= =======
</TABLE>
16
<PAGE>
(Arthur Andersen LLP letterhead)
August 9, 1996
Computervision Corporation
100 Crosby Drive
Bedford, MA 01730
To Computervision Corporation:
We are aware that Computervision Corporation has incorporated by reference
in its registration statements filed on Forms S-8 and S-3 its Form 10-Q for
the three month period ended June 30, 1996, which includes our report dated
July 17, 1996, covering the unaudited interim financial information contained
therein. Pursuant to Regulation C of the Securities Act of 1933, this report
is not considered a part of the registration statements on Forms S-8 and S-3
prepared or certified by our firm or a report prepared or certified by our
firm within the meaning of Sections 7 and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the financial statements included in the Form 10-Q for the
quarter ended June 30, 1996 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 33,291
<SECURITIES> 0
<RECEIVABLES> 102,937
<ALLOWANCES> 2,928
<INVENTORY> 0
<CURRENT-ASSETS> 171,069
<PP&E> 165,973
<DEPRECIATION> 123,555
<TOTAL-ASSETS> 233,909
<CURRENT-LIABILITIES> 233,238
<BONDS> 223,427
0
0
<COMMON> 634
<OTHER-SE> (319,658)
<TOTAL-LIABILITY-AND-EQUITY> 233,909
<SALES> 83,890
<TOTAL-REVENUES> 232,192
<CGS> 7,736
<TOTAL-COSTS> 107,458
<OTHER-EXPENSES> 88,183
<LOSS-PROVISION> (121)
<INTEREST-EXPENSE> 16,025
<INCOME-PRETAX> 21,385
<INCOME-TAX> 2,564
<INCOME-CONTINUING> 18,821
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,821
<EPS-PRIMARY> 0.29
<EPS-DILUTED> 0.29
</TABLE>
