<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 15, 1999
Date of Report (Date of earliest event reported)
ANALOGY, INC.
(Exact name of registrant as specified in its charter)
OREGON 0-27752 93-0892014
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
9205 SW GEMINI DRIVE
BEAVERTON, OREGON 97008
(Address of principal executive offices and zip code)
503-626-9700
(Registrant's telephone number including area code)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS
On November 15, 1999, Analogy, Inc. (the "Company") issued a press release
containing information about the Company's financial results for the quarter
ended September 30, 1999 and an announcement that the Company is engaged in
negotiations with another party regarding the acquisition of the Company by such
party. The press release is included herein as Exhibit 99.1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release
2
<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.
ANALOGY, INC.
Dated: November 15, 1999 By: /s/ GARY P. ARNOLD
------------------
Gary P. Arnold
Chairman of the Board, President
and Chief Executive Officer
3
<PAGE>
EXHIBIT 99.1
ANALOGY REPORTS FISCAL SECOND QUARTER RESULTS
BEAVERTON, OREGON - NOVEMBER 15, 1999 - ANALOGY, INC. (NASDAQ-ANLG) today
announced its financial results for the second fiscal quarter ended September
30, 1999.
Total revenue for the second quarter of fiscal 2000 was $5,535,000, down over
the prior year's second quarter total of $6,417,000. Product license revenue
decreased 29% to $2,854,000 in the second fiscal quarter this year compared to
$4,045,000 in the second fiscal quarter last year. The net loss for the second
fiscal quarter was $966,000 or $0.10 per share, compared with a net loss of
$362,000 or $0.04 per share in the second quarter a year ago.
Analogy also announced today that it is actively engaged in negotiations with
another party regarding the acquisition of Analogy by such party. Analogy will
make further announcements regarding the proposed transaction as events warrant.
This release contains forward-looking statements which are made pursuant to the
safe harbor provisions of the Private Securities Litigation Act of 1995. The
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from the forward-looking statements,
including, without limitation, the receipt and timing of customer orders,
changes in capital spending plans by key customers, increased adoption of
behavioral modeling design methodologies for mixed-signal and mixed-technology
systems design. Analogy's ability to introduce new products, expand its markets
as scheduled and maintain expense controls, customer acceptance of new products,
and competitive initiatives. The forward-looking statements should be considered
in light of these risks and uncertainties, as well as those highlighted in the
Company's reports filed with the Securities and Exchange Commission.
Analogy, Inc. founded in January 1985, develops and markets high performance
software and model libraries for top-down design and behavioral simulation of
mixed-signal and mixed-technology systems.
(Tables follow)
1
<PAGE>
ANALOGY, INC.
Consolidated Statements of Operations
(000, except per share data)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
9/30/99 09/30/98 09/30/99 09/30/98
<S> <C> <C> <C> <C>
Revenue:
Product licenses $2,854 $4,045 $5,841 $6,880
Service and other 2,681 2,372 5,156 4,949
Total revenue 5,535 6,417 10,997 11,829
Cost of Revenue:
Product licenses 511 393 1,052 913
Service and other 167 220 335 554
Total cost of revenue 678 613 1,387 1,467
Gross profit 4,857 5,804 9,610 10,362
Operating expenses:
Research and development 1,930 2,296 3,857 4,692
Sales and marketing 3,143 3,080 6,451 6,683
General and administrative 496 621 1,083 1,305
Amortization of intangibles 92 92 184 184
Restructuring charges -- -- -- 557
Total operating
expenses 5,661 6,089 11,575 13,421
Operating loss (804) (285) (1,965) (3,059)
Other expense, net (87) (30) (70) (232)
Loss before income taxes (891) (315) (2,035) (3,291)
Income tax expense 75 47 192 226
Net loss $(966) $(362) $(2,227) $(3,517)
Basic net loss
per common share $(0.10) $(0.04) $(0.23) $(0.37)
Diluted net loss
per common share $(0.10) $(0.04) $(0.23) $(0.37)
Weighted average
shares outstanding - Basic 9,601 9,417 9,598 9,388
Weighted average shares
outstanding - Diluted 9,601 9,417 9,598 9,388
</TABLE>
2
<PAGE>
ANALOGY, INC.
Consolidated Balance Sheets
(000)
<TABLE>
<CAPTION>
09/30/99 03/31/99
<S> <C> <C>
Cash and cash equivalents $869 $2,008
Accounts receivable 5,415 6,738
Prepaid expenses 1,170 1,033
Other assets, net 2,105 2,271
Total current assets 9,559 12,050
Furniture, fixtures and equipment, net 1,714 2,416
Library costs, net 4,529 4,495
Other assets, net 1,716 2,257
Total assets $17,518 $21,218
Accounts payable and accrued expenses 1,746 1,320
Bank line of credit 1,117 400
Current portion of capital leases 290 403
Accrued salaries and benefits 1,917 2,709
Unearned revenue 7,318 8,657
Total current liabilities 12,388 13,489
Non-current portion of capital leases 78 219
Deferred contract revenue 928 1,455
Other liabilities 56 65
Total long-term liabilities 1,062 1,739
Common stock 18,801 18,569
Foreign currency translation (196) (269)
Accumulated deficit (14,537) (12,310)
Total shareholders' equity 4,068 5,990
Total liabilities and equity $17,518 $21,218
</TABLE>
3