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 March 31, 1993

                                 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 April 30, 1993 there were 28,415,358 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 March 31, 1993 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 Periods Ended March 31, 1993 and 1992
                         (Unaudited)

               (in thousands, except share data)



                                     Three Months Ended March 31,
                                        1993            1992
Revenue:

 Software products and services         $19,965         $21,578
 Maintenance                              8,237           6,997
 Engineering services                     5,304           5,794
   Net revenue                           33,506          34,369

Cost and expenses:

 Cost of revenue                          7,645           8,135
 Research and development expenses        6,184           4,977
 Selling, general and administrative 
  expenses                               19,724          17,798
   Total cost and expenses               33,553          30,910

   Operating income (loss)                  (47)          3,459

 Equity in losses of affiliate             (133)              -
 Other income, principally interest         420             573

 Income before income taxes 
  and cumulative effect of 
  accounting change                         240           4,032
 Income taxes                               876           1,447
 Income (loss) after income 
  taxes and before cumulative 
  effect of accounting change              (636)          2,585
 Cumulative effect of
  accounting change                          -              700

     Net income (loss)                    $(636)         $3,285


 Earnings (loss) per share:
  Before cumulative effect 
   of accounting change                   $(.02)         $  .09
   Cumulative effect of 
   accounting change                         -              .02
  Earnings (loss) per share               $(.02)         $  .11

Average number of shares of 
 common stock and common stock 
 equivalents outstanding                 29,586          31,160

See accompanying notes to consolidated financial statements.

       STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                    Consolidated Balance Sheet
               March 31, 1993 and December 31, 1992
                          (Unaudited)

                         (in thousands)



                                      March 31,        December 31,
                                          1993              1992
Assets

Current assets:
 Cash and cash equivalents           $  29,325          $  31,661
 Investments                            24,718             20,752
 Trade accounts receivable, net         23,946             26,944
 Other accounts receivable               8,733              7,993
 Prepaid expenses                        4,279              4,427

   Total current assets                 91,001             91,777

Property and equipment, at cost:
  Computer and other equipment          33,656             32,248
  Office furniture and equipment         8,304              8,217
  Leasehold improvements                 3,382              3,449

                                        45,342             43,914

Less accumulated depreciation and
 amortization                           28,578             27,243

   Net property and equipment           16,764             16,671

Computer software construction costs,
  net                                   28,263             26,420
Other assets                             1,271              1,262

   Total assets                      $ 137,299          $ 136,130


See accompanying notes to consolidated financial statements.

         STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                         Consolidated Balance Sheet
                    March 31, 1993 and December 31, 1992
                               (Unaudited)

                     (in thousands, except share data)


                                         March 31,     December 31,
                                            1993          1992
Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable                         $   6,255      $   4,037
  Accrued expenses                            16,056         20,741
  Accrued income taxes                         6,280          5,358
  Deferred revenue                            15,192         13,201

    Total current liabilities                 43,783         43,337

Deferred income taxes and other                  342            346

Shareholders' equity:
  Common stock, stated value $.0069
    per share; 100,000 authorized shares
    in 1993 and 1992; 28,376 issued
    shares in 1993 and 28,136 issued
    shares in 1992 net of 1,643 treasury
    shares in 1993 and 1,762 in 1992             197            195
  Capital in excess of stated value           42,939         41,474
  Retained earnings                           50,721         51,357
  Foreign currency translation adjustment       (683)         (579)
    Total shareholders' equity                93,174         92,447


    Total liabilities and
      shareholders' equity                 $ 137,299      $ 136,130


See accompanying notes to consolidated financial statements.

    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
        Condensed Consolidated Statement of Cash Flows
      For the Three Months Ended March 31, 1993 and 1992
                        (Unaudited)

                       (in thousands)

                                       Three Months Ended March 31,
                                              1993          1992
Net cash provided by
  operating activities                        $ 4,663       $ 5,979

Cash flows from investing activities:
  Purchases of investments, net               (3,966)       (1,684)
  Additions to property and equipment, net    (1,767)       (3,595)
  Additions to computer software 
   construction costs                         (2,408)       (2,412)
  Additions to purchased computer software       (75)          (10)
  Other, net                                    (146)          (12)
     Net cash used in investing activities    (8,362)       (7,713)

Cash flows from financing activities:
  Stock issued under employee benefit plans     1,488         2,692
  Purchases of treasury stock                    (21)         (182)
      Net cash (used in) provided
       by financing activities                  1,467         2,510

Effect of exchange rate changes on cash         (104)          (49)

Increase (decrease) in cash
  and cash equivalents                        (2,336)           727

Cash and cash equivalents:
   Beginning of period                         31,661        31,319

   End of period                              $29,325       $32,046


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 and losses.  Additionally, the related
income tax effects have been adjusted.

(3)  Income Taxes

The provisions for increased taxes reflects taxes currently
payable.  Deferred tax benefits relating to temporary differences
have been offset by a valuation allowance due to doubt as to their
ultimate realization.  These factors have the impact of disturbing
the effective tax rate from the expected statutory rate.

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 $.02 per share for the three month period ended March 31,
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)

Revenue

Consolidated revenue decreased by $863 (or 3%) for the three months
ended March 31, 1993 as compared to the corresponding 1992 period.

Software segment revenue decreased $373 (or 1%) from the
corresponding period in 1992 due to declining revenue from a
significant customer, partially offset by I-DEAS license revenue
growth.

Engineering Services segment revenue decreased $490 (or 8%) due to
decreased consulting activities in the automotive market.


Expenses

Cost of revenue in 1993 decreased 6% as compared to the same period
in 1992 primarily due to a decrease in engineering services cost in
alignment with the decline in revenue.

Due to the Company's continuing commitment to the technological
advancement of its software product line, research and development
expenses increased as compared to the corresponding 1992 period.

Selling, general and administrative expenses increased by 11% in
1993 over 1992 due to continued expansion of the field sales and
support organization, as well as increased general corporate
expenses.


Other

Interest income has decreased as compared to the same period in
1992 due to declining interest rates.  In 1993, the equity in loss
of affiliate represents the Company's share of the start-up loss of
Metaphase Inc., a joint venture company formed in late 1992 which
develops and markets product data management (PDM) software.


Taxes

The provision for income taxes reflects taxes currently payable. 
Deferred tax benefits relating to temporary differences have been
offset by a valuation allowance due to doubt as to their ultimate
realization.  These factors have the impact of disturbing the
effective tax rate from the expected statutory rate.


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 three month
period ended March 31, 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 March 31, 1993, the Company had cash and investments of $54,043. 
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 (Loss) Per Common
Share

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

   (B) Reports on Form 8-K filed during the quarter ended March 31, 
       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 (Loss) Per Common Share

               (in thousands, except share data)


                                     Three Months Ended March 31,
                                           1993       1992

Income (loss) after income 
  taxes and before cumulative
  effect of accounting change             $ (636)    $ 2,585
Cumulative effect of accounting
  change                                        0        700
Net income (loss)                          $(636)     $3,285

Average Number of Shares of
  Common Stock Outstanding                 28,290     27,468

Average Number of Common Stock
  Equivalents:                                                
   Effect of stock options
     outstanding after
     application of the
     treasury stock method                  1,296      3,692
                                           29,586     31,160
Primary Earnings (Loss)
  Per Common Share:
  Before cumulative effect
    of accounting change                   $(.02)       $.09
  Cumulative effect of accounting
   change                                    --          .02
  Earnings (loss) per share                $(.02)       $.11


                                                     Exhibit 11(b)

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

              (in thousands, except share data)

                                     Three Months Ended March 31,
                                           1993      1992

Income (loss) after income 
  taxes and before cumulative
  effect of accounting change             $ (636)    $ 2,585
Cumulative effect of accounting
  change                                     --          700
Net income (loss)                          $(636)     $3,285

Average Number of Shares of
  Common Stock Outstanding                28,290      27,468

Average Number of Common Stock
  Equivalents:                                                
   Effect of stock options
     outstanding after
     application of the
     treasury stock method                 1,832       3,692
                                          30,122      31,160

Fully Diluted Earnings (Loss)
  Per Common Share: 
  Before cumulative effect of
    accounting change                     $(.02)        $.09
  Cumulative effect of 
    accounting change                       --           .02
  Earnings (loss) per share               $(.02)        $.11


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