UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 1996
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, 1996 there were 32,621,906 shares of the
Registrant's Common Stock without par value issued and outstanding.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Statement of Operations
(Unaudited)
(in thousands, except per share data)
Three Months Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
Revenue:
Software licenses $36,119 $28,454 $ 69,827 $58,161
Software maintenance and
services 30,550 22,928 61,891 41,651
Total revenue 66,669 51,382 131,718 99,812
Cost of revenue:
Cost of licenses 6,117 5,413 12,753 9,946
Cost of maintenance and
services 14,986 10,011 27,487 18,950
Total cost of
revenue 21,103 15,424 40,240 28,896
Gross profit 45,566 35,958 91,478 70,916
Operating expenses:
Selling and marketing 25,887 21,091 52,289 44,392
Research and development 6,426 5,117 14,281 10,722
General and administrative 3,929 3,532 8,275 6,958
Total operating
expenses 36,242 29,740 74,845 62,072
Operating income 9,324 6,218 16,633 8,844
Equity in earnings (losses)
of affiliates (454) (1,362) 541 (3,002)
Acquisition costs (1,102) -- (1,102) --
Other income 867 722 708 1,273
Income before income taxes 8,635 5,578 16,780 7,115
Income tax expense 2,028 2,542 3,817 3,599
Net income $ 6,607 $ 3,036 $ 12,963 $3,516
Earnings per share:
Primary $ .19 $ .09 $ .37 $ .11
Fully diluted .19 .09 .37 .11
Common and common
equivalent shares:
Primary 35,189 32,316 34,850 31,388
Fully diluted 35,189 32,387 34,850 32,131
See accompanying notes to consolidated financial statements.
<PAGE>
STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
(in thousands)
June 30, December 31,
1996 1995
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 67,249 $ 61,848
Short-term investments 16,389 15,731
Trade accounts receivable, net 41,279 57,927
Other accounts receivable 6,321 10,236
Prepaid expenses 6,017 6,283
Total current assets 137,255 152,025
Long-term investments 13,415 4,465
Property and equipment, at cost:
Computer and other equipment 44,698 40,164
Office furniture and equipment 13,199 11,762
Leasehold improvements 4,452 4,125
62,349 56,051
Less accumulated depreciation and
amortization 44,945 41,530
Net property and equipment 17,404 14,521
Computer software construction
costs, net 28,839 30,568
Other assets 3,241 2,805
Total assets $200,154 $204,384
See accompanying notes to consolidated financial statements.
<PAGE>
STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
(in thousands, except per share data)
June 30, December 31,
1996 1995
(unaudited)
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 6,946 $10,602
Current portion of long-term debt -- 1,136
Accrued expenses 37,870 32,826
Accrued litigation settlement and
related costs -- 28,600
Accrued income taxes 4,361 6,396
Deferred revenues 37,692 34,777
Total current liabilities 86,869 114,337
Long-term debt -- 512
Long-term liabilities 8,108 8,163
Shareholders' equity:
Common stock, stated value $.0069
per share
Authorized 100,000 shares;
outstanding shares -
33,084 and 31,625 net of 1,566 and
1,510 shares in treasury 227 220
Capital in excess of stated value 84,442 73,512
Retained earnings 20,785 7,821
Foreign currency translation
adjustment (174) --
Unrealized holding loss on
investments (103) (181)
Total shareholders' equity 105,177 81,372
Total liabilities and
shareholders' equity $200,154 $204,384
<PAGE>
STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows
(Unaudited)
(in thousands)
Six Months Ended June 30,
1996 1995
Net cash provided by operating
activities $16,297 $11,452
Cash flows from investing activities:
Sales of investments, net (9,530) 3,984
Additions to property and equipment,
net (6,772) (1,224)
Additions to computer software
construction costs (3,709) (3,743)
Investment in joint ventures -- (1,000)
Net cash used in investing (20,011) (1,983)
activities
Cash flows from financing activities:
Stock issued under employee benefit
plans 13,406 8,397
Debt issued (repaid), net (1,648) 2
Purchases of treasury stock (2,469) (636)
Net cash provided by financing
activities 9,289 7,763
Effect of exchange rate changes on cash (174) (8)
Increase in cash and cash equivalents 5,401 17,224
Cash and cash equivalents:
Beginning of period 61,848 24,133
End of period $67,249 $41,357
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.
While the Company believes that the disclosures are adequate to
make the information not misleading, these financial statements
should be read in conjunction with the Consolidated Financial
Statements and related notes included in the Company's Annual
Report on Form 10-K/A for the year ended December 31, 1995.
(2) Acquisition of CAMAX Manufacturing Technologies, Inc.
The Company completed the acquisition of CAMAX Manufacturing
Technologies, Inc. (CAMAX), a privately held computer-aided
manufacturing company headquartered in Minneapolis, Minnesota
in June, 1996. The acquisition has been accounted for as a
pooling of interests wherein all historical financial information
of the Company has been restated to include the results of CAMAX
for all periods presented. SDRC issued approximately 1,000
shares of SDRC Common Stock having an aggregate value of
approximately $30,000 in exchange for 100 percent ownership of
CAMAX common stock. Acquisition charges of $1,102 were recorded in
the second quarter of 1996.
(3) Computer Software Construction Costs
Beginning in the first quarter of 1996, the Company began
amortizing the software construction costs related to new releases
of its I-DEAS Master Series product over a three year period
based upon an evaluation of the estimated future economic life of
the product.
(4) Foreign Currency Translation
The functional currency of the foreign software operations has
been changed to the operations' local currency from the U.S. dollar
based upon changes in the Company's operating and economic
environment. Recently the Company's European operations have become
more autonomous due to improved profitability of the
subsidiaries. The European operations have generated sufficient
cash flows from operations to support their operating and
capital needs. Utilization of local European resources have
been expanded due to the local European customer demand of
implementation, support and customization of the Company's
software products. In addition, a European product
development staff has been established. For 1996, the
translation gains and losses, which were not material, were not
included in determining net income but were accumulated in a
separate component of shareholders' equity.
(5) Taxes
The provision for income taxes reflects taxes currently
payable. Based on the Company's historical tax position and
estimates of taxable income for the next four years, a
valuation allowance is provided against deferred tax assets when
the Company believes it is more likely than not that the
deferred tax assets will not be realized. These factors cause
the effective tax rate to differ from the expected statutory rate.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Structural Dynamics Research Corporation is a leading
international supplier of mechanical design automation (MDA)
software, product data management (PDM) software and related
services. The Company provides software and related services to
manufacturers to optimize product performance and reduce
cost, while streamlining the product development process from
concept through manufacturing.
In June 1996 the Company completed the acquisition of
CAMAX Manufacturing Technologies, Inc. (CAMAX) which has been
accounted for as a pooling of interests wherein all historical
financial information has been restated to include the results of
CAMAX for all periods presented.
Results of Operations (in thousands)
Certain statements in this Form 10Q are forward looking
statements that involve risks and uncertainties, including
the timely availability and acceptance of new products, the
impact of competitive products and pricing, the management of
growth, and the other risks detailed from time to time in the
Company's Securities and Exchange Commission reports. The
Company's results could differ from those results described
herein. Forward looking information should be evaluated in the
context of these and other factors some of which are described in
more detail in Factors That May Affect Future Results.
Revenue
The Company's consolidated net revenue increased 32% to $131,718
for the six months ended June 30, 1996 as compared to $99,812
for the six months ended June 30, 1995. Quarterly revenue
increased 30% to $66,669 for the three months ended June 30, 1996 as
compared to $51,382 for the three months ended June 30, 1995.
Software license revenue increased 20% to $69,827 for the six
months ended June 30, 1996 as compared to $58,161 for the six
months ended June 30, 1995. Quarterly software revenue increased
27% to $36,119 for the three months ended June 30, 1996 as compared
to $28,454 for the three months ended June 30, 1995. Software
license growth is due to continued acceptance of the I-DEAS Master
Series product enhancements and increased demand for the PDM
product. I-DEAS license sales for the quarter have increased 26%
and PDM license growth was 97% on a much smaller base than
I-DEAS. In the second quarter of 1996, the Company announced the
availability of Metaphase Series 2, Release 2.2 PDM software.
License revenue for the six month period ended June 30, 1996 also
included revenue generated by SDRC GmbH, the wholly owned German
subsidiary which has been consolidated since acquisition of the
former joint venture partner's interest in the third quarter of
1995.
Software maintenance and services revenue increased 49% to $61,891
for the six months ended June 30, 1996 as compared to $41,651
for the six months ended June 30, 1995. Quarterly software
service revenue increased 33% to $30,550 for the three months ended
June 30, 1996 as compared to $22,928 for the three months ended
June 30, 1995. A significant portion of the increase in maintenance
revenue was due to the increase in the Company's installed
customer base of products and the Company's continued efforts to
obtain maintenance contract renewals from its customers.
Software services revenue growth was positively impacted by
revenue generated from a large contract from one of the Company's
major automotive customers as well as an overall increase in the
level of I-DEAS and Product Data Management implementation
projects.
For the six month period ended June 30, 1996 and 1995, revenue
in North America accounted for 49% and 44%, Europe 28% and 26% and
Asia-Pacific 23% and 30%, respectively, of consolidated
revenues. The Company expects the international market to continue
to account for a significant portion of total revenue.
Expenses
Cost of revenue consists principally of the staff and related
costs associated with the generation and support of software
service revenue, amortization of capitalized software
construction costs, royalty fees paid to third parties under
licensing agreements and the cost of distributing software
products. Cost of revenue increased 39% to $40,240 for the six
months ended June 30, 1996 as compared to $28,896 for the six
months ended June 30, 1995. Quarterly cost of revenue increased
37% to $21,103 for the three months ended June 30, 1996 as
compared to $15,424 for the three months ended June 30, 1995. Cost
of revenue represented 31% of revenue for the six months ended
June 30, 1996 as compared to 29% for the comparable 1995 period.
Cost of licenses increased 28% to $12,753 for the six months
ended June 30, 1996 as compared to $9,946 for the six months ended
June 30, 1995. Quarterly cost of licenses increased 13% to
$6,117 for the three months ended June 30, 1996 as compared to
$5,413 for the three months ended June 30, 1995. Cost of licenses
represented 17% and 18% of associated revenue for the three
and six months ended June 30, 1996 and 19% and 17% for the
comparable 1995 periods. The dollar increase in cost of licenses
is primarily due to author fees related to the Company's PDM
revenue which are paid to the Company's joint venture investee.
Also, beginning in the first quarter of 1996, the Company began
amortizing the software construction costs related to new releases
of its I-DEAS Master Series product over a three year period based
upon an evaluation of the estimated future economic life of the
product.
Cost of maintenance and services in 1996 increased 45% to $27,487
for the six months ended June 30, 1996 as compared to $18,950
for the six months ended June 30, 1995. Quarterly cost of
license revenue increased 50% to $14,986 for the three months ended
June 30, 1996 as compared to $10,011 for the three months ended
June 30, 1995. The associated revenue increased 49% and 33%,
respectively, for the six and three months ended June 30, 1996.
The dollar increase in cost of maintenance and services is
primarily due to staff and related expenses incurred in order to
satisfy the growing customer demand for software services. In
the second quarter of 1996, cost of maintenance and services
increased at a greater rate than the increase in associated revenue.
Selling and marketing expenses consist of the costs associated
with the world-wide sales and marketing staff, advertising and
product localization. These expenses increased 18% for the six
months ended June 30, 1996 as compared to the six months ended
June 30, 1995. Selling and marketing expenses represented 39% and
40% of revenue for the three and six months ended June 30, 1996 as
compared to 41% and 44% for the comparable 1995 periods. The
dollar increase in selling and marketing expenses was due to an
increase in staff and associated expenses to meet the growing
customer demand for the Company's products and services.
Included in the costs for the six month period ended June 30,
1996 are the staff costs from SDRC GmbH. The ratio of selling
and marketing expenses to total revenue improved in 1996 due to
the significant increase in services revenue without a
proportional increase in selling and marketing expenses.
Research and development expenses consist of expenses for
the development of software products which cannot be
capitalized in accordance with Statement of Financial Accounting
Standards No. 86. These expenses increased 33% for the six
months ended June 30, 1996 as compared to the six months ended
June 30, 1995. Research and development expenses represented 10%
of revenue for the three months ended June 30, 1996 and 1995 and
11% of revenue for the six months ended June 30, 1996 and 1995.
The increase in the dollar amount was due primarily to an
increase in development staff and associated expenses which
includes the development staff added as a result of the acquisition
of SDRC GmbH. The dollar amount of software construction costs
capitalized for the six month period ended June 30, 1996 is
approximately the same when compared to the comparable period
ended June 30, 1995. In 1996, the year to date amortization
expense has exceeded the capitalization of software construction
costs, thereby reducing the capitalized software construction
asset by approximately $1,700.
General and administrative expenses consist of costs associated
with the corporate, finance, legal, human resource and
administrative staffs. These expenses increased 19% to $8,275 for
the six months ended June 30, 1996 as compared to $6,958 for the
six months ended June 30, 1995. Quarterly general and
administrative expenses increased 11% to $3,929 for the three
months ended June 30, 1996 as compared to $3,532 for the three
months ended June 30, 1995. General and administrative expenses
represent 6% of revenue for the six months ended June 30, 1996 and
7% for the six months ended June 30, 1995. The increase in
the dollar amount of general and administrative expenses was due
to an increase in corporate administrative staff and related
expenses incurred to support the Company's growth.
Other Income
In June 1996 the Company completed the acquisition of
CAMAX Manufacturing Technologies, Inc. which has been accounted
for as a pooling of interests wherein all historical financial
information has been restated to include the results of CAMAX
for all periods presented. Charges of $1,102 related to the
acquisition were recorded in the second quarter 1996 results.
For the six month period ended June 30, 1996 equity in earnings
of affiliates represented the Company's share of operating results
of its joint venture investee Metaphase Technology. Inc.
(Metaphase). For the six month period ended June 30, 1995
equity in losses of affiliates represented the Company's share
of operating results for Metaphase and SDRC GmbH. In the third
quarter of 1995, the Company purchased the remaining 49.9%
interest of SDRC GmbH, previously a joint venture company with
Siemens Nixdorf Informationssysteme AG. As of the acquisition
date, 100% of the operating results of SDRC GmbH are included in
the consolidated financial statements. Prior to the acquisition of
the remaining 49.9% interest, the Company accounted for its 50.1%
interest under the equity method.
For the six month period ended June 30, 1996, other income
(loss) includes a charge of approximately $950 for the settlement
of the derivative lawsuit. Other income (loss) also includes
interest income which has increased approximately $700 as compared
to 1995 due to increased interest earned from higher interest
rates on higher cash and short term investment balances. The
increase in interest income has been partially offset by an
increase in translation and transaction expense.
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 cause the effective tax
rate to differ from the expected statutory rate.
Factors That May Affect Future Results
Forward looking statements and the Company's results are subject
to certain risks and uncertainties, including those discussed below,
that could cause actual results to differ from those disclosed.
Any risk and uncertainty posed by competitive, technological
or financial factors could have an immediate and significant
adverse effect on the trading price of the Company's stock in any
given period.
Future quarterly results could be impacted by factors such as
customer order delays, 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. The loss of a major customer or a reduction in orders
from a major customer could have a significant impact to the
results of operations in any particular quarter. Historically,
a significant portion of the Company's revenue is generated
from shipments in the last month of a quarter. In addition,
higher volumes of orders have been experienced in the second and
fourth quarter. The concentration of orders makes projections of
quarterly financial results difficult. If customers delay their
orders or a disruption in the Company's distribution occurs,
quarterly results of operations in any particular quarter may be
negatively impacted. A significant portion of the Company's
revenue is from the international market. As a result, the
Company's financial results could be impacted by weakened
general economic conditions, differing technological advances or
preferences, volatile foreign exchange rates and government
trade restrictions in any country in which the Company does
business. The Company relies on distributors, representatives and
value added resellers to market its products. Because these
companies are typically not highly capitalized, there can be
no assurances that the Company will not experience significant
future losses.
The Company's success is dependent on its ability to continue
to develop, enhance and market new products to meet its
customers' sophisticated needs in a timely manner and which are
consistent with current technological developments. The
Company's success also depends in part on its ability to
attract and retain technical and other key employees who are
in great demand, to protect the intellectual property rights
of its products and to continue key relationships with third
party authors. As development cycles become shorter, product
quality, performance, reliability, ease of use, functionality,
breadth and integration may be impacted. Therefore, customer
acceptance of new products cannot be assured. The
CAD/CAE/CAM software industry is highly competitive. The
entire industry may experience pricing and margin pressure which as
a result could adversely affect the Company's operating results
and financial position.
Factors That May Affect Future Results (continued)
In addition, the Company's expense levels are based, in part, on
its future revenue expectations. The Company continues to
increase its operating expense levels to meet the growing customer
demand for the Company's products and services. If revenue is
below expectations, operating results could be adversely and
materially affected. Net income may be disproportionately
affected by an unexpected reduction in revenue because the
Company's expense levels are generally committed in advance and
a relatively small portion of the Company's expenses vary with
revenue.
Future results could also be impacted by the integration of
the Company and CAMAX Manufacturing Technologies, Inc. (see Note 2
to the Consolidated Financial Statements). In addition, the
Company is in the process of upgrading its world-wide information
management system. Such a major undertaking could cause
significant disruption as a result of unexpected delays in the
implementation of this project. There can be no assurance that the
project will be completed within the projected time frame and
budget.
The trading price of the Company's stock, like other software
and technology stocks, is subject to significant volatility due to
factors impacting the overall market which are unrelated to the
Company's performance. The historical results of operations
and financial position of the Company are not necessarily
indicative of future financial performance. If revenues or
earnings fail to meet securities analysts' expectations, there
could be an immediate and significant adverse impact on the
trading price of the Company stock.
While the Company believes that the disclosures are adequate to
make the information not misleading, these financial statements
should be read in conjunction with the Consolidated Financial
Statements and related notes included in the Company's Annual
Report on Form 10-K/A for the year ended December 31, 1995.
The Company has not experienced a material adverse impact of
such risks or uncertainties and does not anticipate such an
impact. However, no assurance can be given that such risks and
uncertainties will not affect the Company's future results of
operations or its financial position.
Liquidity and Capital Resources
At June 30, 1996, the Company had cash and investments of $97,053
as compared to $82,044 at December 31, 1995. The increase in cash
and investments from December 31, 1995 is primarily due to proceeds
from results of operations and the exercise of employee stock
options. The Company's working capital was $50,386 at June 30,
1996. In addition, the Company has an unused, unsecured bank line
of credit of $15,000. 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 4. Submission of Matters to a Vote of Security Holders.
At the April 30, 1996 Annual Meeting of Shareholders, the Company's
shareholders voted to:
Elect four Class 1 directors to serve until the 1998 Annual
Meeting. Out of a total 31,252,775 shares eligible to vote for
the appointment, 27,967,596; 27,952,903; 27,944,724 and
27,965,986 voted in favor of the four nominees, respectively, 0
voted against and 75,617; 90,310; 98,489 and 77,227 abstained,
respectively, with no broker non-votes.
Adopt amendments to the Company's Amended Code of
Regulations to provide for separate offices of Chairman of the
Board, President and Chief Executive Officer, to clarify the
authority of the Board of Directors, to delegate authority with
respect to each such office, and otherwise to update the Amended
Code of Regulations. Out of a total 31,252,775 shares eligible
to vote for the appointment, 26,191,226 voted in favor, 213,717
voted against and 375,585 abstained with no broker non-votes.
Approve and adopt the Structural Dynamics Research
Corporation 1996 Directors' Non-Discretionary Stock Plan to
replace the existing plan which expires in 1996. Out of a total
31,252,775 shares eligible to vote for the appointment,
16,715,271 voted in favor, 9,505,314 voted against and 1,287,943
abstained with no broker non-votes.
Approve an amendment to the Company's 1994 Long-Term Stock
Incentive Plan to permit the estate of a deceased plan
participant or a participant who resigns due to ill-health or
disability to exercise options or other incentive awards for up
to 18 months from the cessation of employment and in the event of
termination for other reasons to permit such exercise for up to
60 days from the date of termination. Out of a total 31,252,775
shares eligible to vote for the appointment, 17,935,849 voted in
favor, 8,955,590 voted against and 616,459 abstained with no
broker non-votes.
Ratify the appointment of Price Waterhouse LLP as the
independent auditors of the Company for 1996. Out of a total
31,252,775 shares eligible to vote for the appointment,
27,917,786 voted in favor, 40,251 voted against and 85,176
abstained with no broker non-votes.
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits filed as part of this report:
11.1 Calculation of Primary Earnings Per Common Share
11.2 Calculation of Fully Diluted Earnings Per Common Share
(B) No report on Form 8-K was filed during the second quarter of
1996.
The information furnished in this report has not been audited.
It reflects all adjustments which are, in the opinion of
management, necessary for a fair statement of the results for the
interim periods reported. The results are not necessarily
indicative of results of operations to be expected for the full
fiscal year.
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
Date: August 14, 1996 By: /s/ Jeffrey J. Vorholt
Jeffrey J. Vorholt,
Vice President,
Chief Financial Officer and
Treasurer
* Pursuant to the last
sentence of General Instruction
G to Form 10-Q, Mr. 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 11.1
STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
Calculation of Primary Earnings Per Common Share
(in thousands, except per share data)
Three Months Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
PRIMARY
Average shares outstanding 32,964 30,887 32,473 30,542
Net effect of dilutive stock
options after
application of the
treasury stock method 2,225 1,429 2,377 846
Total 35,189 32,316 34,850 31,388
Net income $ 6,607 $ 3,036 $12,963 $ 3,516
Net income per share $ .19 $ .09 $ .37 $ .11
Exhibit 11.2
STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
Calculation of Fully Diluted Earnings Per Common Share
(in thousands, except per share data)
Three Months Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
FULLY DILUTED
Average shares
outstanding 32,964 30,887 32,473 30,542
Net effect of
dilutive stock
options after
application of the
treasury stock method 2,225 1,500 2,377 1,589
Total 35,189 32,387 34,850 32,131
Net income $ 6,607 $ 3,036 $12,963 $ 3,516
Net income per share $ .19 $ .09 $ .37 $ .11
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<PERIOD-END> JUN-30-1996
<CASH> 67,249
<SECURITIES> 16,389
<RECEIVABLES> 45,340
<ALLOWANCES> (4,061)
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0
0
<COMMON> 227
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<INCOME-TAX> 3,817
<INCOME-CONTINUING> 12,963
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<CHANGES> 0
<NET-INCOME> 12,963
<EPS-PRIMARY> .37
<EPS-DILUTED> .37
</TABLE>
