ANALOGY INC
10-Q, 1996-08-12
PREPACKAGED SOFTWARE
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<PAGE>


                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C.  20549
                                   FORM 10-Q

                               -----------------

 [X]    QUARTERLY REPORT PURSUANT  TO SECTION 13 OR 15(D) OF THE 
        SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly 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:  0-27752
 
 
                                 ANALOGY, INC. 
           (Exact name of registrant as specified in its charter)
         
 
              OREGON                                    93-0892014
   (STATE OR OTHER JURISDICTION                      (I.R.S. EMPLOYER
 OF INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)



                              9205 SW GEMINI DRIVE
                             PORTLAND, OREGON  97008
             (Address of principal executive offices and zip code)

                                  503-626-9700 
               (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 [ ]

         
      COMMON STOCK, NO PAR VALUE                      8,359,664 
               (Class)                 (Shares outstanding at August 6, 1996)



<PAGE>


                                ANALOGY, INC.
                                  FORM 10-Q
                                    INDEX

PART I - FINANCIAL INFORMATION                                    Page
                                                                  ----

Item 1.  Financial Statements:

         Consolidated Balance Sheets - June 30, 1996
         and March 31, 1996 ....................................    2

         Consolidated Statements of Operations - Three Months
         Ended June 30, 1996 and 1995 ..........................    3

         Consolidated Statements of Cash Flows - Three Months
         ended June 30, 1996 and 1995 ..........................    4

         Notes to Consolidated Financial Statements ............    5

Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations ..................    6


PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K ......................   11


                                      1

<PAGE>

                       ANALOGY, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                               (In thousands)

                                                  
                                                June 30,       March 31,
                                                  1996           1996
                                                --------       ---------
ASSETS                                   
  Current assets:                        
    Cash and cash equivalents                   $ 1,510         $10,208
     Marketable securities                        5,910            -
    Accounts receivable                           5,216           5,831
    Prepaid expenses and other assets               904             817
                                                --------        --------
         Total current assets                    13,540          16,856
                                             
    Furniture, fixtures and equipment, net        3,571           3,113
                                             
    Library costs, net                            2,102           2,116
                                             
    Other assets                                    220             209
                                                --------        --------
                                                $19,433         $22,294
                                                --------        --------
                                                --------        --------
                                             
LIABILITIES AND SHAREHOLDERS' EQUITY                                 
  Current liabilities:                       
    Accounts payable                            $ 1,547         $ 2,124
    Current portion of capital leases               550             537
    Accrued expenses                              1,135           1,427
    Unearned revenue                              4,654           5,208
    Subordinated debt                               160             929
                                                --------        --------
      Total current liabilities                   8,046          10,225
                                             
   Non-current portion of capital leases            489             423
   Other liabilities                                149             155
                                             
                                
  Shareholders' equity:                  
    Common stock, no par value, authorized 
     35,000 shares;                              14,122          14,180
       8,319 and 8,293 shares issued and       
         outstanding at June 30, 1996 and      
         March 31, 1996                        
    Foreign currency translation                    (53)            (78)
    Retained deficit                             (3,320)         (2,611)
                                                --------        --------
      Total shareholders' equity                 10,749          11,491
                                                --------        --------
                                                $19,433         $22,294
                                                --------        --------
                                                --------        --------
 
                The accompanying notes are an integral part of these 
                         consolidated financial statements. 


                                          2


<PAGE>


                           ANALOGY, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share amounts)
      

                                           Three months ended June 30,
                                           --------------------------
                                              1996            1995
                                           ---------       ----------
 Revenue:        
    Product licenses                        $ 2,670        $ 4,059
    Service and other                         2,046          1,246
                                            --------       --------
        Total revenue                         4,716          5,305
                                  
 Cost of revenue:
                                  
    Product licenses                            377            336
    Service and other                           485            183
                                            --------       --------
        Total cost of revenue                   862            519
                                            --------       --------
                                  
        Gross profit                          3,854          4,786
                                  
 Operating expenses:

                                  
    Research and development                  1,361          1,055
    Sales and marketing                       2,738          2,671
    General and administrative                  675            585
                                            --------       --------
        Total operating expenses              4,774          4,311
                                            --------       --------
                                  
        Operating (loss) income                (920)           475
                                  
 Other income (expense), net                      9           (181)
                                            --------       --------
        (Loss) income before income taxes      (911)           294
                                  
 Income tax (benefit) expense                  (202)            75
                                            --------       --------
                                  
        Net (loss) income                   $  (709)          $ 219
                                            --------       --------
                                            --------       --------
                                  
 Net (loss) income per common share           $(.09)        $   .03
                                            --------       --------
                                            --------       --------
                                  
 Weighted average common shares outstanding   8,311           6,814
                                            --------       --------
                                            --------       --------
 
 
              The accompanying notes are an integral part of these 
                     consolidated financial statements.


                                       3


<PAGE>

                       ANALOGY, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
              INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                (In thousands)


                                                  Three months ended June 30,
                                                  ---------------------------
                                                     1996             1995
                                                  ---------         ---------
  CASH FLOWS FROM OPERATING ACTIVITIES:                            
    Net (loss) income                              $  (709)         $   219
    Adjustments to reconcile net (loss) 
     income to net cash (used in) provided 
     by operating activities:             
         Depreciation and amortization                 574              419
    Changes in operating assets and liabilities:      
      Accounts receivable                              578              867
      Prepaid expenses and other assets               (102)            (145)
      Accounts payable and accrued expenses           (819)             633
      Unearned revenue                                (536)             (68)
                                                   --------         --------
            Net cash (used in) provided 
             by operating activities                (1,014)           1,925
                                                   --------         --------
                                 
  CASH FLOWS FROM INVESTING ACTIVITIES:                            
      Purchase of marketable securities             (5,910)              -
      Capital expenditures for furniture, 
       fixtures and equipment                         (553)            (261)
      Capital expenditures for library costs          (210)            (248)
                                                   --------         --------
            Net cash used in investing activities   (6,673)            (509)
                                 
  CASH FLOWS FROM FINANCING ACTIVITIES:                            
     Payments on line of credit                         -            (1,710)
     Payments on subordinated debt                    (769)              -
     Principal payments on capital leases             (179)            (157)
     Common stock offering costs                       (68)              -
     Proceeds from sale of common stock                  9                6
                                                   --------         --------
           Net cash used in financing activities    (1,007)          (1,861)
                                                   --------         --------
                                 
  Effect of exchange rate changes on cash and 
   cash equivalents                                     (5)              (5)
                                                   --------         --------
                                 
           Net decrease in cash and cash 
            equivalents                             (8,699)            (450)
                                 
     Cash and cash equivalents at beginning 
      of period                                     10,208            1,179
                                                   --------         --------
     Cash and cash equivalents at end of 
      period                                       $ 1,510          $   729
                                                   --------         --------
                                                   --------         --------
                                 
  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:     
    Cash paid for:               
      Interest                                     $    93          $   169
      Income taxes                                      41                3
  SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:   
     Acquisition of equipment under capital 
      lease obligations                            $   257          $    16


                The accompanying notes are an integral part of these 
                        consolidated financial statements. 


                                         4



<PAGE>


                          ANALOGY, INC. AND SUBSIDIARIES
 
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
1. BASIS OF PRESENTATION
 
     The accompanying unaudited consolidated financial statements as of and 
for the three months ended June 30, 1996 and 1995 have been prepared in 
conformity with generally accepted accounting principles. The financial 
information as of March 31, 1996 is derived from the Analogy, Inc. (the 
"Company") consolidated financial statements included in the Annual Report on 
Form 10-K for the year ended March 31, 1996. Certain information or footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed or omitted, 
pursuant to the rules and regulations of the Securities and Exchange 
Commission. In the opinion of management, the accompanying consolidated 
financial statements include all adjustments necessary (which are of a normal 
and recurring nature) for the fair presentation of the results of the interim 
periods presented. The accompanying consolidated financial statements should 
be read in conjunction with the Company's audited consolidated financial 
statements for the year ended March 31, 1996, as included in the Company's 
Annual Report on Form 10-K for the year ended March 31, 1996.

     Operating results for the three months ended June 30, 1996 are not 
necessarily indicative of the results that may be expected for the entire 
fiscal year ending March 31, 1997, or any portion thereof.
 
 
 
2.  FURNITURE, FIXTURES AND EQUIPMENT
 
                                             June 30,          March 31,
                                               1996              1996
                                             --------          ---------

       Office furniture                      $   800           $   541
       Computer equipment                      2,947             2,782
       Capital leases                          3,462             3,206
       Software                                  677               550
                                             --------          --------
                                               7,886             7,709
       Less accumulated depreciation 
        and amortization                      (4,315)           (3,966)
                                             --------          --------
                                             $ 3,571           $ 3,113
                                             --------          --------
                                             --------          --------
         
 
3.  CASH EQUIVALENTS AND MARKETABLE SECURITIES
 
      Cash equivalents consist of highly liquid investments with maturities 
at the date of purchase of 90 days or less; marketable securities consist 
primarily of government and corporate securities. The Company's marketable 
securities are classified as "available for sale" as the Company intends to 
utilize its marketable securities for liquidity or operational purposes. 
Accordingly, these securities are carried at market value, which is not 
materially different from cost at June 30, 1996.  


                                     5


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


GENERAL

      The Company develops, markets and supports high-performance software 
and model libraries for the top-down design and behavioral simulation of 
mixed-signal and mixed-technology systems. The Company's core simulator 
product, Saber, was introduced in 1987. In addition to Saber, Analogy offers 
schematic capture and analysis tools and framework integration products 
providing interfaces to the design environments of major EDA companies. 

       The Company's product license revenue consists of license fees for its 
software products and template and component model library subscription fees. 
Service and other revenue consists of software maintenance fees, training, 
consulting and contract model development. The Company's software products 
are shipped only after the Company has an executed software license agreement 
with a customer. Revenue from software licenses is recognized upon shipment 
to the customer. Revenue from library subscription fees is typically billed 
annually and the related revenue is recognized ratably over the life of the 
contract, usually twelve months. Maintenance is normally billed in advance 
and recognized ratably over the life of the contract, which is usually twelve 
months. Training, consulting, contract model development and other services 
revenue is recognized as the services or portions thereof have been 
completed. The Company has received a multi-year grant from the National 
Institute of Standards and Technology ("NIST") and has entered into contracts 
with other parties that provide funding to the Company for research and 
development. These contracts generally contain cost sharing provisions.

      The Company has focused substantial efforts on its international 
business operations, particularly in Europe. The Company's international 
operations accounted for 32% and 30% of the Company's total revenue for the 
first quarter of fiscal year 1997 and 1996, respectively. The majority of the 
Company's international operations are conducted through the Company's 
wholly-owned subsidiaries in Europe.

FORWARD LOOKING STATEMENTS 

      All statements and trend analysis contained herein relative to future 
size or degree of market penetration of the Company's products and 
information relating to the rates of growth or decline of revenue or expenses 
constitute "forward looking statements" within the meaning of the Private 
Securities Litigation Reform Act of 1995. These forward looking statements 
are subject to the business and economic risks faced by the Company and the 
Company's actual results of operations may differ materially from those 
contained in the forward looking statements.

      Results of operations for the periods discussed below should not be 
considered indicative of the results to be expected in any future period, and 
fluctuations in operating results may also result in fluctuations in the 
market price of the Company's Common Stock. Like most high technology 
companies, the Company faces certain business risks that could have adverse 
effects on the Company's results of operations.

      The Company's quarterly operating results have in the past and may in 
the future vary significantly depending on factors such as increased 
competition, the timing of new product announcements, changes in pricing 
policies by the Company or its competitors, lengthy sales cycles, lack of 
market acceptance or delays in the introduction of new or enhanced versions 
of the Company's products, the timing of significant orders, seasonal 
factors, the mix of direct and indirect sales and general economic conditions.

      The Company has historically derived a significant portion of its 
revenue from the automotive industry. The automotive industry is 
characterized by high cyclicality, technological change, fluctuations in 
manufacturing capacity and pricing and gross margin pressures. This industry 
has from time to time experienced significant economic downturns 
characterized by decreased product demand, production over-capacity, price 
erosion, work 


                                     6



<PAGE>

slowdowns and layoffs. No assurance can be given that the automotive industry 
will experience economic growth, will not experience a downturn or that any 
downturn will not be severe.

       The Company's operating results have depended, and will continue to 
depend, upon designers of mixed-signal and mixed-technology systems adopting 
methods of design analysis and simulation which use behavioral modeling 
techniques. The design analysis and simulation industry is characterized by 
rapid technological change, frequent new product introductions and evolving 
industry standards. The introduction of products embodying new technologies 
and the emergence of new industry standards can render existing products 
obsolete and unmarketable. The Company's future success will depend upon its 
ability to enhance its current products and to develop or acquire new 
products that keep pace with technological developments and emerging industry 
standards and address the increasingly sophisticated needs of its customers. 


                                   7

<PAGE>

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated selected items of 
the Company's consolidated statements of operations and such items expressed 
as a percentage of total revenue: 


                                       THREE MONTHS           THREE MONTHS
                                          ENDED                  ENDED    
                                       JUNE 30, 1996          JUNE 30, 1995
                                    --------------------   -------------------
STATEMENT OF OPERATIONS DATA:
Revenue:                     
  Product licenses                  $2,670         56.6 %  $4,059        76.5 %
  Service and other                  2,046         43.4     1,246        23.5
                                    ------        -----    ------       -----
      Total revenue                  4,716        100.0     5,305       100.0
Cost of revenue:                  
   Product licenses                    377          7.9       336         6.3
   Service and other                   485         10.3       183         3.5
                                    ------        -----    ------       -----
      Total cost of revenue            862         18.2       519         9.8
                                    ------        -----    ------       -----
Gross profit                         3,854         81.8     4,786        90.2
Operating expenses:               
   Research and development          1,361         28.8     1,055        19.9
   Sales and marketing               2,738         58.1     2,671        50.3
   General and administrative          675         14.3       585        11.0
                                    ------        -----    ------       -----
      Total operating expenses       4,774        101.2     4,311        81.2
                                    ------        -----    ------       -----
Operating (loss) income               (920)       (19.4)      475         9.0
Other income (expense), net              9           .1      (181)       (3.4)
                                    ------        -----    ------       -----
(Loss) income before income taxes     (911)       (19.3)      294         5.6
Income tax (benefit) expense          (202)         4.2        75        (1.4)
                                    ------        -----    ------       -----
Net (loss) income                 $   (709)       (15.1)%  $  219         4.2 %
                                    ------        -----    ------       -----
                                    ------        -----    ------       -----

FIRST QUARTER 1997 COMPARED TO FIRST QUARTER 1996

REVENUE

         Total revenue decreased 11% to $4.7 million in the first quarter of 
fiscal year 1997 from $5.3 million in the first quarter of fiscal year 1996. 
Product license revenue decreased 34% to $2.7 million in the first quarter of 
fiscal year 1997 from $4.1 million in first quarter of fiscal year 1996. This 
decrease is primarily attributable to the slippage of several key orders from 
the first quarter of fiscal year 1997 to later in the year. Service and other 
revenue increased 64% to $2.0 million in the first quarter of fiscal year 
1997 from $1.2 million in the first quarter of fiscal year 1996, due to 
increased maintenance revenue resulting from the growth in the Company's 
installed base, billings to NIST under the grant awarded in fiscal year 1996 
and billings to the U.S. Air Force under a new contract awarded during the 
first quarter of fiscal year 1997.

         Sales to Electronic Data Systems Corp. ("EDS"), which serves as a 
distributor to certain automotive industry users, accounted for 12% of total 
revenue in the first quarter of fiscal year 1996. Near term uncertainty 
regarding capital spending by General Motors has resulted in reductions in 
orders from EDS. The Company does not expect significant orders from EDS to 
resume until the fourth quarter of fiscal year 1997 at the earliest. The loss 
of or reduction in sales to EDS could have an adverse effect on the Company's 
business, financial condition and results of operations. No one customer 
accounted for 10% or more of total revenue in the first quarter of fiscal 
year 1997.

         Revenue from international operations was $1.5 million (32% of total 
revenue) in the first quarter of fiscal year 1997 compared to $1.6 million 
(30% of total revenue) in the first quarter of fiscal year 1996. Revenue from 
international operations remained relatively constant in the first quarters 
of fiscal years 1997 and 1996, but has  

                                      8

<PAGE>

increased as a percentage of total revenue as revenue from United States 
operations decreased during the same period.

COST OF REVENUE

         Cost of product license revenue consists primarily of documentation 
expense, media manufacturing costs, supplies, shipping expense and the 
amortization of component and template model library costs. Cost of product 
license revenue increased to 7.9% of total revenue in the first quarter of 
fiscal year 1997 from 6.3% of total revenue in the first quarter of fiscal 
year 1996, primarily due to the decrease in product license revenue during 
the same period, as costs such as documentation expense and supplies are 
expensed as incurred, which may not necessarily relate to the number of 
product licenses shipped during the period.

         The cost of service and other revenue consists primarily of 
maintenance and customer support expenses (including product enhancements and 
improvements, bug fixes, telephone support, installation assistance and 
on-site support), contract model development costs and the direct cost of 
providing services such as training and consulting. Cost of service and other 
revenue increased to 10.3% of total revenue in the first quarter of fiscal 
1997 from 3.5% of total revenue in the first quarter of fiscal year 1996, due 
primarily to the Company's increased installed product base, costs associated 
with performance under the grant received from NIST and the costs associated 
with the U.S. Air Force contract. The costs associated with service and other 
revenue as a percentage of total revenue are typically higher than the costs 
of product license revenue. It is anticipated that service and other revenue 
will continue to increase as a percentage of total revenue for the remainder 
of fiscal year 1997.

RESEARCH AND DEVELOPMENT

         Research and development expense includes all costs associated with 
development of new products and technology research. The costs classified in 
this category primarily include such items as salaries, fringe benefits, 
depreciation of capital equipment and an allocation of facilities and systems 
support costs used in research and development. Research and development 
expenses increased 29% to $1.4 million in the first quarter of fiscal year 
1997 from $1.1 million in the first quarter of fiscal year 1996. The increase 
primarily resulted from increased personnel and facilities and systems 
support expenses relating to the Company's expansion of its research and 
development programs. Research and development personnel increased 20% and 
facilities to accomodate the increased personnel were expanded in the first 
quarter of fiscal year 1997. As a percentage of total revenue, research and 
development costs increased to 28.8% in the first quarter of fiscal year 1997 
from 19.9% in the first quarter of fiscal year 1996, due to the above and the 
decrease in revenue in the first quarter of fiscal year 1997. As a percentage 
of total revenue, research and development expense is expected to decrease 
during the remainder of fiscal year 1997.

SALES AND MARKETING

         Sales and marketing expense consists primarily of salaries, 
commissions and travel. Sales and marketing expense remained relatively 
constant in the first quarter of fiscal year 1997 and 1996. As a percentage 
of total revenue, sales and marketing expenses increased to 58.1% in the 
first quarter of fiscal year 1997 from 50.3% in the first quarter of fiscal 
year 1996, due primarily to the decrease in revenue in the first quarter of 
fiscal year 1997.

GENERAL AND ADMINISTRATIVE

         General and administrative expenses include costs associated with 
the Company's executive staff, legal, accounting, corporate systems, 
facilities and human resources departments. General and administrative 
expenses increased 15% to $675,000 in the first quarter of fiscal year 1997 
from $585,000 in the first quarter of fiscal year 1996. As a percentage of 
total revenue, general and administrative expenses increased to 14.3% in the 
first quarter of fiscal year 1997 from 11.0% in the first quarter of fiscal 
1996, due in part to expansion of facilities, 

                                       9

<PAGE>

and the increased costs of being a public company, including those related to 
external reporting requirements, and legal and accounting costs.

OTHER INCOME (EXPENSE), NET

         Other expense, net primarily consists of interest income on cash and 
cash equivalents and marketable securities offset by interest expense 
associated with short-term financing of accounts receivable, capital leases 
and subordinated debt. Other expense, net was  $9,000 (income) in the first 
quarter of fiscal year 1997 and $181,000 (expense) in the first quarter of 
fiscal year 1996. This change is primarily attributable to interest earned on 
the investment of proceeds from the Company's initial public offering and the 
reduction in interest expense resulting from reduced amounts outstanding 
under the Company's line of credit arrangement and subordinated debt.

(BENEFIT FROM) PROVISION FOR INCOME TAXES

         The Company provided for foreign withholding and income taxes of 
$26,000 and $11,000, in the first quarter of fiscal year 1997 and 1996, 
respectively. In the first quarter of fiscal year 1997 the Company recorded a 
benefit from the utilization of  net operating loss carryforwards of  
$228,000, which it believes will be realized in the fiscal year. The 
Company's effective income tax rate in the first quarter of fiscal year 1996 
was approximately 25%, and the Company anticipates that its effective income 
tax rate for fiscal year 1997 will be approximately 25%.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has financed its operations since inception with private 
equity investments, cash from operations, subordinated debt, bank loans, 
capital equipment leases and accounts receivable financing. In March 1996 the 
Company completed its initial public offering of common stock which resulted 
in net proceeds to the Company of approximately $9.4 million.

         Net cash used in operating activities was $1.0 million in the first 
quarter of fiscal year 1997, primarily resulting from a net loss for the 
period, adjustments for depreciation and amortization and the decrease in 
unearned revenue, accounts payable and accrued expenses. The decrease in 
unearned revenue represents recognition of revenue for maintenance and 
library services and the decrease in accounts payable and accrued expenses 
primarily represents payment of amounts outstanding at March 31, 1996, 
including costs associated with the Company's initial public offering which 
was completed in March 1996.

         Net cash used in investing activities was $6.7 million in the first 
quarter of fiscal year 1997, which primarily included the investment of cash 
in marketable securities. Also included in net cash used in investing 
activities are capital expenditures for furniture, fixtures and equipment and 
capital expenditures associated with the investment in the Company's 
component and template model libraries.
         
         Net cash used in financing activities was $1.0 million in the first 
quarter of fiscal year 1997, which primarily included payments of 
subordinated debt and capital lease obligations.                              
                   
         
         At June 30, 1996, the Company had cash and cash equivalents of $1.5 
million and marketable securities of $5.9 million. The Company also utilizes 
lease financing arrangements to finance purchase of capital assets as a 
source of liquidity. The Company believes that the net proceeds from its 
initial public offering, together with lease financing arrangements, 
available funds and cash flows expected to be generated by operations, will 
be sufficient to meet its anticipated cash needs for working capital and 
capital expenditures for the next 12 months. Accordingly, the Company 
currently has no outstanding borrowing facility.

                                       10

<PAGE>

                    PART II - OTHER INFORMATION
                    ---------------------------

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ----------------------------------------

(a) The exhibits filed as part of this report are listed below:
         
         Exhibit No. 
         -----------
             11       Statement regarding computation of per share earnings
             27       Financial Data Schedule

(b) Reports on Form 8-K

       No reports on Form 8-K were filed during the quarter ended June 30, 1996.

                                       11


<PAGE>

     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.

Dated: August 8, 1996                                      


                                  ANALOGY, INC.

                                  By: /s/ GARY P. ARNOLD
                                      ------------------------------
                                      Gary P. Arnold
                                      Chairman of the Board, President
                                      and Chief Executive Officer
                                      (Principal Executive Officer)


                                  By: /s/ TERRENCE A. RIXFORD
                                      ------------------------------
                                      Terrence A. Rixford
                                      Vice President, Finance and Administration
                                      (Principal Financial Officer)


                                       12



<PAGE>

                                                            EXHIBIT 11.0




                                 ANALOGY, INC.              
                   COMPUTATION OF PER SHARE (LOSS) EARNINGS 
                     (In thousands, except per share data)  



                                 THREE MONTHS ENDED JUNE 30,
                                 ---------------------------
                                     1996           1995    
                                   ---------      --------
Net (loss) income                   $ (709)        $  219
                                    ------         ------
                                    ------         ------

Net (loss) income per share (1)     $ (.09)        $  .03
                                    ------         ------
                                    ------         ------

Weighted average shares outstanding:

Common stock                         8,311          4,473

Dilutive common stock options and 
warrants, using the treasury
stock method                            -           2,341
                                    ------         ------

Shares used in calculations          8,311          6,814
                                    ------         ------
                                    ------         ------


(1)  Fully diluted earnings per share is not disclosed on the consolidated 
statements of operations as it is not more than three percent different from 
primary earnings per share.


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOUND IN THE COMPANY'S FORM 10Q FOR THE THREE
MONTHS ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           1,510
<SECURITIES>                                     5,910
<RECEIVABLES>                                    5,216
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                13,540
<PP&E>                                           7,886
<DEPRECIATION>                                   4,315
<TOTAL-ASSETS>                                  19,433
<CURRENT-LIABILITIES>                            8,046
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        14,122
<OTHER-SE>                                     (3,373)
<TOTAL-LIABILITY-AND-EQUITY>                    19,433
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