UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 2
(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, 1994
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 29, 1994 there were 28,851,931 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/A for the quarter ended March 31, 1994 as
set forth below. Items not referenced below are not amended. Items referenced
below are amended in their entirety as set forth below:
<PAGE>
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, 1994 and 1993
(Unaudited)
(in thousands, except share data)
Three Months Ended March 31,
1994 1993
Revenue:
Software products and services $ 23,449 $ 19,965
Maintenance 8,702 8,237
Engineering services 4,644 5,304
Net revenue 36,795 33,506
Cost and expenses:
Cost of revenue 8,010 7,645
Research and development expenses 8,040 6,184
Selling, general and
administrative expenses 24,072 19,724
Total cost and expenses 40,122 33,553
Operating (loss) (3,327) (47)
Equity in losses of affiliates (195) (133)
Other income, principally interest 411 420
Income (loss) before income taxes
and cumulative effect of accounting
change (3,111) 240
Income taxes 1,203 876
Income (loss) after income taxes
and before cumulative effect of
accounting change (4,314) (636)
Cumulative effect of accounting
change (3,896) --
Net income (loss) $(8,210) $ (636)
Earnings (loss) per share:
Before cumulative effect of
accounting change $ (.14) $ (.02)
Cumulative effect of
accounting change (.13) --
Earnings (loss) per share $ (.27) $ (.02)
Average number of shares of
common stock and common stock
equivalents outstanding 30,154 29,586
See accompanying notes to consolidated financial statements.
<PAGE>
STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
March 31, 1994 and December 31, 1993
(Unaudited)
(in thousands)
March 31, December 31,
1994 1993
Assets
Current assets:
Cash and cash equivalents $ 28,139 $ 34,783
Investments 14,975 10,720
Trade accounts receivable, net 20,249 20,567
Other accounts receivable 7,805 5,902
Prepaid expenses 6,408 5,144
Total current assets 77,576 77,116
Long-term investments 11,335 10,547
Property and equipment, at cost:
Computer and other equipment 36,220 36,055
Office furniture and equipment 9,155 9,079
Leasehold improvements 3,628 3,594
49,003 48,728
Less accumulated depreciation and
amortization 34,033 32,897
Net property and equipment 14,970 15,831
Computer software construction
costs, net 28,311 28,457
Other assets 2,524 2,598
Total assets $134,716 $134,549
See accompanying notes to consolidated financial statements.
<PAGE>
STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
March 31, 1994 and December 31, 1993
(Unaudited)
(in thousands, except share data)
March 31, December 31,
1994 1993
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 5,653 $ 6,512
Accrued expenses 26,336 24,699
Accrued income taxes 4,958 5,371
Deferred revenue 17,414 13,060
Total current liabilities 54,361 49,642
Cumulative share of losses in affiliate 3,000 --
Deferred income taxes and other 322 326
Shareholders' equity:
Common stock, stated value $.0069
per share; 100,000 authorized
shares in 1994 and 1993; 28,847
issued shares in 1994 and 28,709
issued shares in 1993, net of
1,612 treasury shares in 1994
and 1,612 in 1993 200 199
Capital in excess of stated value 46,237 45,376
Retained earnings 31,415 39,625
Unrealized loss on investments (198) --
Foreign currency translation
adjustment (621) (619)
Total shareholders' equity 77,033 84,581
Total liabilities
and shareholders' equity $134,716 $134,549
See accompanying notes to consolidated financial statements.
STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows
For the Three Month Periods Ended March 31, 1994 and 1993
(Unaudited)
(in thousands)
Three Months Ended March 31,
1994 1993
Net cash provided by (used in)
operating activities ($ 2,700) $ 4,663
Cash flows from investing activities:
Purchases of investments, net (5,241) (3,966)
Additions to property and
equipment, net (913) (1,767)
Additions to computer software
construction costs (1,450) (2,408)
Additions to purchased
computer software (73) (75)
Change in joint venture investment 3,000 --
Other, net (127) (146)
Net cash used in
investing activities (4,804) (8,362)
Cash flows from financing activities:
Stock issued under employee
benefit plans 863 1,488
Purchases of treasury stock (1) (21)
Net cash provided by
financing activities 862 1,467
Effect of exchange rate changes
on cash (2) (104)
Decrease in cash and
cash equivalents (6,644) (2,336)
Cash and cash equivalents:
Beginning of period 34,783 31,661
End of period $28,139 $29,325
See accompanying notes to consolidated financial statements.
<PAGE>
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 corrections of errors in the accounting for (a) revenue
recognition and revenue related expenses, (b) the write off of non-recoverable
software construction costs, and (c) accrued expenses and losses. Additionally,
the related income tax effects have been adjusted. The financial statements
have
also been restated to reflect the equity in losses of a German investee and the
adoption of SFAS No. 112.
The reconciliation of previously reported results to the restated
results for the three months ended March 31, 1994 and 1993 are as follows:
<TABLE>
Three Months Ended Three Months Ended
March 31, 1994 March 31, 1993
----------------------------- ----------------------------------
Previously As Previously As
Reported Adjustment restated Reported Adjustment restated
<S> <C> <C> <C> <C> <C> <C>
Revenue $47,312 $(10,517) $36,795 $39,141 $(5,635) $33,506
Net income (loss) 2,272 (10,482) (8,210) 2,873 (3,509) (636)
Income (loss) per share $ .08 $ (.35) $ (.27) $ .10 $ (.12) $ (.02)
</TABLE>
(3) Change in Accounting Principle
In 1994, the Company adopted Statement of Financial Accounting Standard (SFAS)
No. 112 "Employers' Accounting for Postemployment Benefits" for benefits
attributable to employees' service previously rendered. As such, the Company
has
recognized a one-time charge of $3,896 net of income tax benefits. The annual
incremental charge for future periods is not anticipated to be material.
(4) Formation of Central European Joint Venture
In March 1994, the Company formed a joint venture with Siemens Nixdorf
Informationssysteme AG (SNI). The Company and SNI contributed certain assets,
cash and loans to the venture, known as SDRC Software and Services GmbH (SDRC
GmbH), along with the rights to certain software products owned by SNI.
Although the Company received a 50.1% interest in the venture, it does not
exercise sufficient control to treat SDRC GmbH as a consolidated subsidiary.
(5) 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.
Report on Form 10-Q/A
for quarter ended
March 31, 1994
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
May 10, 1996 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.
