STRUCTURAL DYNAMICS RESEARCH CORP /OH/
10-Q/A, 1995-01-17
COMPUTER INTEGRATED SYSTEMS DESIGN
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                               UNITED STATES

                  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 OF 1934            

For the period ended September 30, 1992

                                 OR

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

For the transition period from ______________ to ______________

Commission file number  0-16230


                STRUCTURAL DYNAMICS RESEARCH CORPORATION
           (Exact name of registrant as specified in its charter)
  

   Ohio                                      31-0733928
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)            Identification No.)  


                 2000 Eastman Drive, Milford, Ohio 45150
                 (Address of principal executive offices)
                                (Zip Code)


                               (513) 576-2400
            (Registrant's telephone number, including area code)
  

   Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

                    Yes [X]                       No [ ]

  As of October 31, 1992 there were 28,097,866 shares of the
Registrant's Common Stock without par value issued and outstanding.
  The Registrant hereby amends the following items and financial
statements of its Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992 as set forth below.  Items not referenced
below are not amended.  Items referenced below are amended in their
entirety as set forth below:

                   PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements.

    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
             Consolidated Statement of Operations
     For the Three Month and Nine Month Periods 
                  Ended September 30, 1992
                       (Unaudited)

             (in thousands, except share data)


                          Three Months            Nine Months 
                       Ended September 30,    Ended September 30,
                       1992        1991       1992        1991
Revenue:

 Software products
   and services        $ 18,762    $ 20,892   $ 66,592    $ 57,180
 Maintenance              8,102       6,497     22,560      17,637
 Engineering services     5,822       6,528     17,063      20,063
   Net revenue           32,686      33,917    106,215      94,880

Cost and expenses:

 Cost of revenue          8,498       8,936     24,579      25,727
 Research and
  development expenses    6,576       5,668     17,911      15,770
 Selling, general and
  administrative
  expenses               16,920      15,526     53,950      45,418
   Total cost 
    and expenses         31,994      30,130     96,440      86,915

   Operating income         692       3,787      9,775       7,965

Other income,
 principally interest       474         517      1,785       1,730

Income before income 
 taxes and cumulative 
 effect of accounting
 change                   1,166       4,304     11,560       9,695
Income taxes                432       1,548      4,152       3,506
Income after income 
 taxes and before 
 cumulative effect of
 accounting change          734       2,756      7,408       6,189
<PAGE>
Cumulative effect 
 of accounting change        -          -          700          -

     Net income        $    734    $  2,756   $  8,108    $  6,189
                                                                  
 

Earnings per share:
  Before cumulative 
  effect of
  accounting change    $    .02    $    .09   $    .24    $    .21
  Cumulative effect
  of accounting
  change                     -           -         .02          -
  Earnings per share   $    .02    $    .09   $    .26    $    .21

Average number of 
shares of common
stock and common 
stock equivalents
outstanding              29,465      29,275     30,638      28,958


See accompanying notes to financial statements.

       STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                     Consolidated Balance Sheet
              September 30, 1992 and December 31, 1991
                          (Unaudited)

                         (in thousands)



                                September 30,       December 31,
                                     1992             1991
Assets

Current assets:
 Cash and cash equivalents        $  35,758         $  31,319
 Investments                         20,152            16,490
 Trade accounts receivable, net      20,373            22,713
 Other accounts receivable            4,358             4,235
 Prepaid expenses                     4,661             4,335

   Total current assets              85,302            79,092

Property and equipment, at cost:
  Computer and other equipment       31,064            29,515
  Office furniture and equipment      8,030             6,958
  Leasehold improvements              3,449             3,294

                                     42,543            39,767

Less accumulated depreciation
 and amortization                    26,431            24,853

   Net property and equipment        16,112            14,914

Computer software construction
  costs, net                         25,003            20,462
Other assets                            199             4,871

   Total assets                   $ 126,616         $ 119,339


See accompanying notes to consolidated financial statements.

         STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                         Consolidated Balance Sheet
                   September 30, 1992 and December 31, 1991
                               (Unaudited)

                     (in thousands, except share data)

                                    September 30,     December 31,
                                         1992            1991
Liabilities and 
Shareholders' Equity

Current liabilities:
  Accounts payable                   $   4,806         $   6,386
  Accrued expenses                      16,518            16,621
  Accrued income taxes                   3,058               438 
  Deferred revenue                      11,715            10,440

    Total current liabilities           36,097            33,885

Deferred income taxes and other            351             5,095

Shareholders' equity:
 Common stock, stated value 
   $.0069 per share; 100,000 
   authorized shares in 1992 and 
   50,000 in 1991; 28,128 issued
   shares in 1992 and 27,081 issued
   shares in 1991, net of 1,736
   treasury shares in 1992 and
   2,036 in 1991                           195               188
  Capital in excess of stated value     39,843            38,440
  Retained earnings                     49,990            41,882
  Foreign currency translation
    adjustment                             140              (151)

    Total shareholders' equity          90,168            80,359



    Total liabilities and
      shareholders' equity           $ 126,616         $ 119,339


See accompanying notes to consolidated financial statements.

          STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                 Condensed Consolidated Statement of Cash Flows
          For the Nine Months Ended September 30, 1992 and 1991
                              (Unaudited)

                             (in thousands)

                                Nine Months Ended September 30,
                                          1992         1991

Net cash provided by
  operating activities                    $  19,975    $  11,137

Cash flows from investing activities:
  Purchases of 
   investments, net                          (3,662)     (16,390)
  Additions to property and
   equipment, net                            (6,454)     (10,068)
  Disposition of facilities                      -         3,224
  Additions to computer software
   construction costs                        (7,024)      (4,089) 
                      
  Additions to purchased
   computer software                           (100)      (1,140)
  Other, net                                      3          162
     Net cash used in
      investing activities                  (17,237)     (28,301)

Cash flows from financing activities:
  Stock issued under employee
    benefits plan                             2,152        3,327
  Purchases of treasury stock                  (742)        (371)
  Decrease in long-term
    obligations                                 -         (2,716)
      Net cash provided by
       financing activities                   1,410          240

Effect of exchange rate changes
  on cash                                       291         (424)

Increase (decrease) in cash and
  cash equivalents                            4,439      (17,348)

Cash and cash equivalents:
   Beginning of period                       31,319       43,175

   End of period                          $  35,758    $  25,827


See accompanying notes to consolidated financial statements.

      STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES

             Notes to Consolidated Financial Statements
                            (Unaudited)

                           (in thousands)

(1)  Basis of Presentation

The accompanying unaudited consolidated financial statements have
been prepared by the Company pursuant to the rules and regulations
of the Securities and Exchange Commission.  As permitted by the
rules of the Securities and Exchange Commission applicable to
quarterly reports on Form 10-Q, these notes are condensed and do
not contain all disclosures required by generally accepted
accounting principles.  In the opinion of management, these
financial statements contain all adjustments (consisting of only
normal recurring adjustments, unless otherwise noted) necessary to
present fairly the Company's financial position, results of
operations and cash flows as of the dates and for the periods
indicated.

(2)  Restatement of Financial Statements

The financial statements included herein have been restated from
those previously published to reflect correction of errors in the
accounting for (a) revenue recognition and revenue related expenses
and (b) accrued expenses.  Additionally, the related income tax
effects have been adjusted.

(3)  Income Taxes

Effective January 1, 1992 the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes."  The effect of applying this statement was to increase net
income by $700 or $.02 per share for the nine month period ended
September 30, 1992.  The adoption has been reflected as a
cumulative effect of a change in accounting principle in these
financial statements.


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

Results of Operations
(in thousands)
<PAGE>
Revenue

Consolidated revenue decreased by $1,231 (or 4%) and increased
$11,335 (or 12%) for the three and nine months ended September 30,
1992, respectively, as compared to the corresponding 1991 periods.

During the third quarter of 1992 software segment revenue decreased
$525 (or 2%) when compared to the third quarter 1991.  As compared
to the prior year quarter, I-DEAS license revenue decreased 17%,
maintenance revenues increased 25%, and license revenue from a
marketing agreement with a significant customer declined 49%.  For
the nine month period the software segment revenue increased
$14,335 (or 19%) for the comparable periods over 1991.  As compared
to the prior year nine month period, I-DEAS license revenue
increased revenue 12%, maintenance revenue increased 28%. 

Engineering services segment revenue decreased 11% and 15% for the
three and nine months ended September 30, 1992, respectively, as
compared to the corresponding 1991 periods due to an overall
decrease in all consulting activities.


Expenses

During the third quarter and nine months ending September 30, 1992,
cost of revenue decreased 5% and 4%, respectively from 1991
primarily due to decreases in engineering services cost which were
aligned with the decline in revenue.  This decrease was partially
offset by an increase in variable costs directly associated with
software revenue.

Due to the Company's continuing commitment to the technological
advancement of its software product line, research and development
expenses increased 16% for the quarter and 14% year-to-date as
compared to the corresponding 1991 periods.  This increase was
partially offset by an increase in the amount of software
construction costs capitalized.

Selling, general and administrative expenses increased 9% for the
quarter and 19% for the year in 1992 over 1991 due to continued
expansion of the field sales and support organization, as well as
increased general corporate expenses.


Other

Interest income has decreased for the nine months as compared to
the same period in 1991 due to declining interest rates.  The 1992
decline in interest income is partially offset by a gain from sale
of a stock investment.


<PAGE>
Taxes

Effective January 1, 1992, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes".  The effect of initially applying this statement was to
increase net income by $700 or $.02 per share for the nine month
period ended September 30, 1992.  The adoption has been reflected
as a cumulative effect of a change in accounting principle in these
financial statements.


Quarterly Results

Future quarterly results could be impacted by factors such as order
deferrals, a slower growth rate in the market, increased
competition or adverse changes in general economic conditions in
any of the countries in which the Company does business.  Any
shortfall in revenue or earnings could have an immediate and
significant adverse effect on the trading price of the Company's
stock in any given period.


Liquidity and Capital Resources

At September 30, 1992 the Company had cash and investments of
$55,910.  The Company has no current commitments for material
capital expenditures.  These existing sources of liquidity and
funds anticipated to be generated from operations are expected to
provide adequate cash to fund the Company's projected needs for the
foreseeable future.


                   PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.

   (A) Exhibits filed as part of this report:

       11(a) Calculation of Primary Earnings Per Common Share

       11(b) Calculation of Fully Diluted Earnings Per Common Share

   (B) Reports on Form 8-K filed during the quarter ended September 
       30, 1992:  None

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.


                       STRUCTURAL DYNAMICS RESEARCH CORPORATION


January 13, 1995       By: /s/ Jeffrey J. Vorholt
 (Date)                    (Jeffrey J. Vorholt,
                            Vice President and Controller)


                                     *Pursuant to the last sentence 
                                     of General Instruction G to  
                                     Form 10-Q, Jeffrey J. Vorholt 
                                     has executed this Quarterly  
                                     Report on Form 10-Q both on  
                                     behalf of the registrant and 
                                     in his capacity as its       
                                     principal financial and      
                                     accounting officer.






                                                    EXHIBIT 11(a)

     STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
          Calculation of Primary Earnings Per Common Share

                 (in thousands, except share data)


                         Three Months Ended      Nine Months Ended 
                            September 30,           September 30,
                         1992        1991        1992       1991

Income after income
 taxes and before 
 cumulative effect of 
 accounting change       $  734      $  2,756    $  7,408  $  6,189
Cumulative effect of 
 accounting change          --           --           700       -- 
Net income               $  734      $  2,756    $  8,108  $  6,189

Average Number of 
 Shares of Common
 Stock Outstanding       28,078        26,590      27,824    26,159

Average Number of
 Common Stock
 Equivalents:
  Effect of stock 
  options outstanding
  after application 
  of the treasury 
  stock method            1,387         2,307       2,814     1,984
                         29,465        28,897      30,638    28,143
Primary Earnings 
 Per Common Share:
  Before cumulative
  effect of 
  accounting change      $  .02      $    .10    $    .24  $    .22
   Cumulative effect of 
   accounting change         --            --         .02       --
   Earnings per share    $  .02      $    .10    $    .26  $    .22




                                                  Exhibit 11(b)

     STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
      Calculation of Fully Diluted Earnings Per Common Share

                (in thousands, except share data)

                         Three Months Ended      Nine Months Ended 
                            September 30,           September 30,
                         1992        1991        1992       1991

Income after 
 income taxes and 
 before cumulative
 effect of 
 accounting change       $   734     $ 2,756     $ 7,408    $ 6,189
Cumulative effect of 
 accounting change           --         --           700       --
Net income               $   734     $ 2,756     $ 8,108    $ 6,189

Average Number of
 Shares of Common 
 Stock Outstanding        28,078      26,590      27,824     26,159

Average Number of
 Common Stock
 Equivalents:                   
  Effect of stock
  options outstanding 
  after application 
  of the treasury 
  stock method             1,387       2,685       2,814      2,799
                          29,465      29,275      30,638     28,958

Fully Diluted Earnings
 Per Common Share
  Before cumulative
  effect of 
  accounting change      $   .02     $   .09     $   .24    $   .21
   Cumulative effect
   of accounting change      --          --          .02        --
   Earnings per share    $   .02     $   .09     $   .26    $   .21


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