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 June 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 July 31, 1992 there were 28,067,429 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 June 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 Six Month Periods Ended
                   June 30, 1992 and 1991
                        (Unaudited)

               (in thousands, except share data)


             Three Months Ended June 30,  Six Months Ended June 30,
                        1992      1991           1992       1991
Revenue:                              

 Software
  products
  and services          $26,252   $20,064        $47,830    $36,288
 Maintenance              7,461     5,856         14,458     11,140
 Engineering 
  services                5,447     6,482         11,241     13,535
   Net revenue           39,160    32,402         73,529     60,963

Cost and expenses:

 Cost of revenue          7,946     8,349         16,081     16,791
 Research and 
  development 
  expenses                6,358     5,252         11,335     10,102
 Selling, general
  and administrative
  expenses               19,232    16,362         37,030     29,892
   Total cost 
    and expenses         33,536    29,963         64,446     56,785

   Operating income       5,624     2,439          9,083      4,178

Other income, 
 principally interest       738       575          1,311      1,213

Income before income 
 taxes and cumulative
 effect of accounting
 change                   6,362     3,014         10,394      5,391
Income taxes              2,273     1,094          3,720      1,958
Income after 
 income taxes and 
 before cumulative 
 effect of accounting
 change                   4,089     1,920          6,674      3,433

Cumulative effect 
 of accounting change        -        -              700         -

     Net income          $4,089    $1,920         $7,374     $3,433


Earnings per share:
  Before cumulative
  effect of accounting
  change                 $  .14    $  .07         $  .22     $  .12
  Cumulative effect of 
    accounting change        -         -             .02         -
  Earnings per share     $  .14    $  .07         $  .24     $  .12

Average number of 
 shares of common
 stock and common 
 stock equivalents
 outstanding             29,806    28,538         30,629     28,372


See accompanying notes to consolidated financial statements.

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

                         (in thousands)



                                       June 30,      December 31,
                                          1992             1991
Assets

Current assets:
 Cash and cash equivalents            $  33,480       $  31,319
 Investments                             19,163          16,490
 Trade accounts receivable, net          25,162          22,713
 Other accounts receivable                3,989           4,235
 Prepaid expenses                         5,036           4,335

   Total current assets                  86,830          79,092

Property and equipment, at cost:
  Computer and other equipment           29,913          29,515
  Office furniture and equipment          7,654           6,958
  Leasehold improvements                  3,363           3,294

                                         40,930          39,767

Less accumulated depreciation and
 amortization                            24,931          24,853

   Net property and equipment            15,999          14,914

Computer software construction costs,
  net                                    23,513          20,462
Other assets                                198           4,871

   Total assets                       $ 126,540       $ 119,339


See accompanying notes to consolidated financial statements.

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

                     (in thousands, except share data)

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

Current liabilities:
  Accounts payable                     $   4,341        $   6,386
  Accrued expenses                        17,311           16,621
  Accrued income taxes                     2,570              438
  Deferred revenue                        12,296           10,440

    Total current liabilities             36,518           33,885

Deferred income taxes and other              356            5,095

Shareholders' equity:
 Common stock, stated value $.0069
  per share; 100,000 authorized shares
  in 1992 and 50,000 in 1991; 28,005
  issued shares in 1992 and 27,081
  issued shares in 1991, net of 1,735
  treasury shares in 1992 and 2,036
  in 1991                                    194              188
 Capital in excess of stated value        40,333           38,440
 Retained earnings                        49,256           41,882
 Foreign currency translation
    adjustment                              (117)            (151)

    Total shareholders' equity            89,666           80,359


    Total liabilities and
      shareholders' equity             $ 126,540        $ 119,339


See accompanying notes to consolidated financial statements.

          STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                  Condensed Consolidated Statement of Cash Flows
            For the Six Month Periods Ended June 30, 1992 and 1991
                                 (Unaudited)

                                (in thousands)

                                        Six Months Ended June 30,
                                            1992         1991

Net cash provided by
  operating activities                   $ 12,253     $   3,655

Cash flows from investing activities:
  Purchases of investments, net            (2,673)      (16,390)
  Additions to property and
   equipment, net                          (4,587)       (8,389)
  Disposition of facilities                     -         3,224
  Additions to computer software
   construction costs                      (4,753)       (2,544)
  Additions to purchased
   computer software                          (20)         (500)
  Other, net                                    8           286
     Net cash used in
      investing activities                (12,025)      (24,313)

Cash flows from financing activities:
  Stock issued under employee
    benefit plans                           2,628         2,087
  Purchases of treasury stock                (729)         (249)
  Decrease in long-term obligations             -        (2,716)
      Net cash provided by (used in)
       financing activities                 1,899          (878)

Effect of exchange rate changes on cash        34          (354)

Increase (decrease)in cash and 
  cash equivalents                          2,161       (21,890)

Cash and cash equivalents:
   Beginning of period                     31,319        43,175
   End of period                        $  33,480     $  21,285


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 $.02 per share for the six month period ended June 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 increased by $6,758 (or 21%) and $12,566 (or
21%) for the three and six months ended June 30, 1992,
respectively, as compared to the corresponding 1991 periods. 
During the second quarter and six months ended June 30, 1992,
software segment revenue increased $7,793 (or 30%) and $14,860 (or
31%) for the comparable periods over 1991.  As compared to the
prior year quarter, I-DEAS license revenue increased 47%,
maintenance revenue increased 27% and license revenue from a
marketing agreement with a significant customer declined 14%.

As compared to the prior year six month period I-DEAS license
revenue increased 30%, maintenance revenue increased 30% and
license revenue from a marketing agreement with a significant
customer increased 23%.

Engineering services revenue decreased 16% and 17% for the three
and six months ended June 30, 1992, respectively, as compared to
the corresponding 1991 periods due to a decrease in all markets. 


Expenses

Operating income increased by $3,185 (or 131%) and $4,905 (or 117%)
for the three and six months ended June 30, 1992, respectively, as
compared to the corresponding 1991 periods.

During the three and six months ending June 30, 1992, cost of
revenue declined as compared to 1991 primarily due to a decrease in
engineering services cost to offset the decline in revenue.  This
decrease was partially offset by an increase in variable costs
directly associated with the software revenue growth.

Due to the Company's continuing commitment to the technological
advancement of its software product line, research and development
expenses increased 21% for the quarter and 12% year-to-date as
compared to the corresponding 1991 periods.  This increase was
offset by an increase in the amount of software construction costs
capitalized in accordance with Statement of Financial Accounting
Standards No. 86.

Selling, general and administrative expenses increased 18% for the
quarter and 24% year-to-date as compared to the corresponding 1991
periods due to continued expansion of the field sales and support
organization, as well as increased general corporate expenses.


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 six month
period ended June 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 June 30, 1992 the Company had cash and investments of $52,643.
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 June 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 June 30, Six Months Ended June 30,
                        1992      1991           1992      1991

Income after income 
 taxes and before 
 cumulative effect
 of accounting change   $ 4,089   $ 1,920        $ 6,674   $ 3,433
Cumulative effect
 of accounting change      --        --              700       --
Net income              $ 4,089   $ 1,920        $ 7,374   $ 3,433


Average Number of
 Shares of Common 
 Stock Outstanding       27,923    26,091         27,696    25,940
                                  

Average Number of
 Common Stock                            
 Equivalents:                                                
  Effect of stock 
   options outstanding
   after application
   of the treasury 
   stock method           1,883     2,447          2,933     2,432
                         29,806    28,538         30,629    28,372

Primary Earnings 
 Per Common Share:
  Before cumulative 
   effect of 
   accounting change    $   .14   $   .07        $   .22    $  .12
  Cumulative effect 
   of accounting
   change                   --        --             .02        --
  Earnings per share    $   .14   $   .07        $   .24    $   .12<PAGE>

                                                   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 June 30, Six Months Ended June 30,
                        1992      1991           1992      1991


Income after income
  taxes and before 
  cumulative effect 
  of accounting change  $ 4,089   $ 1,920        $ 6,674   $ 3,433
Cumulative effect of 
 accounting change         --         --             700       --
Net income              $ 4,089   $ 1,920        $ 7,374   $ 3,433


Average Number of 
 Shares of Common 
 Stock Outstanding       27,923    26,091         27,696    25,940

Average Number of 
Common Stock
 Equivalents:
   Effect of stock 
   options outstanding
   after application
   of the treasury 
   stock method           1,883     2,447          2,933     2,432
                         29,806    28,538         30,629    28,372


Fully Diluted 
 Earnings Per 
  Common Share:
  Before cumulative 
   effect of
   accounting change    $   .14   $   .07        $   .22   $   .12
  Cumulative effect 
   of accounting
   change                   --         --            .02       --
  Earnings per share    $   .14   $   .07        $   .24   $   .12


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