QUICKTURN DESIGN SYSTEMS INC
10-Q, 1997-05-14
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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<PAGE>

                                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 quarterly period ended March 31, 1997     
     
                                   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:   0-22738 
     
                      QUICKTURN DESIGN SYSTEMS, INC.  
           (Exact name of registrant as specified in its charter)     
     
                DELAWARE                        77-0159619
      (State or other jurisdiction of       (I.R.S. Employer
      incorporation or organization)        Identification No.)
     
          440 Clyde Avenue,  Mountain View,  California 94043   
           (Address of principal executive offices) (zip code)    
     
  Registrant's telephone number, including area code:  (415) 967-3300 
     
                                NO CHANGE 
      ----------------------------------------------------------
     (Former name or former address, if changed since last report)    
     
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 May 5, 1997 there were 16,751,695 shares of the registrant's common stock
outstanding.   
     
This quarterly report on Form 10-Q contains 14 pages, of which this is page 1. 
     
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                          QUICKTURN DESIGN SYSTEMS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                                March 31,
                                                       -------------------------
                                                          1997           1996*
                                                       -----------    ----------
                                                       (unaudited)    (unaudited)
<S>                                                    <C>            <C>
Revenue
     Product revenue                                    $  15,527     $  19,393
     Maintenance and service revenue                        5,875         4,475
                                                        ----------    ----------
        Total revenue                                      21,402        23,868

Cost of revenue
     Cost of product revenue                                5,281         6,297
     Cost of maintenance and service revenue                1,553           847
                                                        ----------    ----------
        Total cost of revenue                               6,834         7,144

        Gross profit                                       14,568        16,724

Operating expenses
     Research and development                               5,787         4,267
     Sales and marketing                                    8,534         7,187
     General and administrative                             2,508         1,563
     Merger related costs                                   1,200           ---
                                                        ----------    ----------
        Total operating expenses                           18,029        13,017

        Operating income (loss)                            (3,461)        3,707

Other income, net                                             392           312
                                                        ----------    ----------
     Net income (loss) before provision for 
      (benefit from) income taxes                          (3,069)        4,019

Provision for (benefit from) income taxes                    (951)        1,275
                                                        ----------    ----------
     Net income (loss)                                  $  (2,118)     $  2,744
                                                        ----------    ----------
                                                        ----------    ----------

Net income (loss) per share                             $   (0.13)     $   0.16
                                                        ----------    ----------
                                                        ----------    ----------
Number of shares used in per share calculations            16,562        17,445
                                                        ----------    ----------
                                                        ----------    ----------

</TABLE>

* Q1 1996 has been restated to reflect the merger of the Company and SpeedSim,
         Inc., which was accounted for as a pooling of interests.

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

                                  - 2 -

<PAGE>

                      QUICKTURN DESIGN SYSTEMS, INC.
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                 (AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                        March 31,    December 31,
                                                          1997           1996*
                                                       -----------   ------------
ASSETS                                                 (unaudited)
<S>                                                    <C>           <C>
  Current assets
     Cash and cash equivalents                          $  14,462     $  25,790
     Marketable securities                                  8,456        10,614
     Accounts receivable, net of allowance for 
       doubtful accounts of $1,840 in 1997 and 1996        21,668        21,768
     Inventories                                           14,163        10,141
     Prepaid expenses and other current assets              2,626         2,991
     Deferred income taxes                                  5,871         5,871
                                                        ----------    ----------
       Total current assets                                67,246        77,175

  Marketable securities                                    27,972        18,198
  Fixed assets, net                                        10,560        11,243
  Deferred income taxes                                     2,939         2,939
  Other assets                                              2,021         2,422
                                                        ----------    ----------
                                                        $ 110,738     $ 111,977
                                                        ----------    ----------
                                                        ----------    ----------
LIABILITIES
  Current liabilities
     Current portion of long term debt                  $   2,961     $   3,502
     Accounts payable                                       3,814           894
     Accrued liabilities                                   11,653        14,586
     Deferred revenue                                      10,686         8,950
                                                        ----------    ----------
       Total current liabilities                           29,114        27,932

STOCKHOLDERS' EQUITY
     Common stock, $.001 par value:
       Authorized:  20,000,000 shares
       Issued and outstanding: 16,580,497 shares 
       in 1997; 16,526,904 shares in 1996                      17            17
     Additional paid-in capital                            77,895        77,545
     Cumulative translation adjustment                       (563)          ---
     Unrealized holding gain (loss) on marketable 
       securities                                            (128)           10
     Retained earnings                                      5,124         7,242
     Deferred compensation                                   (721)         (769)
                                                        ----------    ----------
       Total stockholders' equity                          81,624        84,045
                                                        ----------    ----------
                                                        $ 110,738     $ 111,977
                                                        ----------    ----------
                                                        ----------    ----------
</TABLE>

* December 31, 1996 has been restated to reflect the merger of the Company and
       SpeedSim, Inc., which was accounted for as a pooling of interests. 

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

                                     - 3 -


<PAGE>

                        QUICKTURN DESIGN SYSTEMS, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (AMOUNTS IN THOUSANDS)


<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                              March 31,
                                                      -------------------------
                                                         1997           1996*
                                                      -----------    ----------
                                                      (unaudited)    (unaudited)
<S>                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                       $ (2,118)     $  2,744
Adjustments to reconcile net income (loss) to 
net cash provided by (used in) operating activities
     Depreciation and amortization                         1,906         1,902
     Amortization of deferred compensation                    48           ---
     Write down of inventories                             1,136            (2)

Changes in current assets and liabilities
     Accounts receivable                                     100         5,073
     Inventories                                          (5,158)       (1,851)
     Prepaid expenses and other current assets               365          (213)
     Accounts payable and accrued liabilities                (13)       (4,763)
     Deferred revenue                                      1,736         5,035
                                                        ---------     ---------
        Net cash provided by (used in) operating
           activities                                     (1,998)        7,925
                                                        ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of fixed assets                          (1,137)       (1,061)
     Sale of marketable securities                         5,040         8,002
     Purchase of marketable securities                   (12,875)       (9,657)
     Increase (decrease) in other assets                     396        (1,523)
                                                        ---------     ---------
        Net cash used in investing activities             (8,576)       (4,239)
                                                        ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES
     Payments of long term debt                             (541)         (875)
     Proceeds from stock issuances                           350           870
                                                        ---------     ---------
        Net cash used in financing activities               (191)           (5)
                                                        ---------     ---------

Effect of exchange rate changes on cash and cash 
  equivalents                                               (563)          ---

Net increase (decrease) in cash and cash equivalents     (11,328)        3,681

Cash and cash equivalents at beginning of period          25,790        17,658
                                                        ---------     ---------
Cash and cash equivalents at end of period              $ 14,462      $ 21,339
                                                        ---------     ---------
                                                        ---------     ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid during the period for
       Interest                                         $    116      $    131
       Income taxes                                     $  2,284      $  3,993

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES
     Unrealized holding loss on marketable securities   $    138      $    136

</TABLE>

* Q1 1996 has been restated to reflect the merger of the Company and SpeedSim,
         Inc., which was accounted for as a pooling of interests. 

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

                                    - 4 -


<PAGE>

                         QUICKTURN DESIGN SYSTEMS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  The condensed consolidated financial statements are unaudited (except for 
the balance sheet information as of December 31, 1996, which is derived from 
the Company's audited financial statements) and reflect all adjustments 
(consisting only of normal recurring adjustments) which are, in the opinion 
of management, necessary for a fair presentation of the financial position 
and operating results for the interim periods. The condensed consolidated 
financial statements should be read in conjunction with the consolidated 
financial statements and notes thereto, together with management's discussion 
and analysis of financial condition and results of operations contained in 
the Company's 1996 Annual Report to Stockholders. The results of operations 
for the three months ended March 31, 1997 are not necessarily indicative of 
the results for the entire fiscal year ending December 31, 1997, or any 
future interim period.

2.  Inventories comprise:  (in thousands)

                                March 31,     December 31,
                                  1997            1996
                               -----------    ------------
                               (unaudited)

Raw materials                    $  9,702       $  8,431
Work in process                     4,461          1,710
                                 --------       --------
                                 $ 14,163       $ 10,141
                                 --------       --------
                                 --------       --------

3.  Reclassification: Certain prior year amounts have been reclassified to 
conform to the current year presentation.

4.  SpeedSim Merger:  On February 7, 1997, the Company acquired SpeedSim, 
Inc. ("SpeedSim"), a provider of cycle-based simulation software for the 
verification of digital logic designs (the "SpeedSim Merger"), for 2.8 
million shares of Quickturn common stock.  The acquisition was accounted for 
as a pooling of interests.  The Company incurred direct transaction costs of 
at least $1.2 million associated with the acquisition, which have been 
charged to operations during the quarter ended March 31, 1997.  All financial 
information herein has been restated to include the operations of SpeedSim.

5.  Recent Accounting Pronouncements:  In February 1997, The Financial 
Accounting Standards Board issued Statement of Financial Accounting Standards 
No. 128 ("SFAS 128"), "Earnings Per Share," which specifies the computation, 
presentation and disclosure requirements for earnings per share.  SFAS 128 
supercedes Accounting Principles Board Opinion No. 15 and is effective for 
financial statements issued for periods ending after December 15, 1997.  SFAS 
128 requires restatement of all prior-period earnings per share data 
presented after the effective date.  SFAS 128 will not have a material impact 
on the Company's financial position, results of operations or cash flows.

6.  Fiscal Year: Effective in 1997, the Company changed its fiscal year to 
December 31 from a 52-week or 53-week year, ending on the last Sunday in 
December. The change had no significant impact on the current period results 
of operations.

                                  - 5 -


<PAGE>

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

RESULTS OF OPERATIONS

TOTAL REVENUE The Company's 1997 first quarter revenue of $21.4 million 
represented a 10% decrease compared to the first quarter revenue in the prior 
fiscal year and was a 30% decrease compared to revenue in the prior quarter.  
The revenue decrease was primarily attributable to the delay of customer 
purchase decisions for the Company's emulation products.   The Company 
believes that the delay in such decisions was due to customers reacting to 
structural changes within their respective segments of the electronics 
industry and to near term uncertainty generated by new competition.  The 
Company is uncertain about the potential timing of a return to historic order 
rates.  International sales accounted for approximately 23% and 41% of total 
revenue in the first quarters of the current and prior fiscal years, 
respectively.  The decrease in international sales as a percentage of total 
revenue was primarily due to decreased sales in Europe and the Asia-Pacific 
markets excluding Japan.  Revenue from most international customers is 
denominated in U.S. dollars.  However, receivables from certain other 
international customers are denominated in local currencies.  Such 
receivables are hedged, where practicable, by forward exchange contracts to 
minimize the impact of foreign exchange rate movements on the Company's 
operating results.  See Note 2 of the Notes to Consolidated Financial 
Statements in the Company's 1996 Annual Report to Stockholders.  There can be 
no assurance that fluctuations in the currency exchange rates in the future 
will not have a material adverse impact on the receivables derived from 
foreign currency denominated sales and thus the Company's operating results 
and financial condition.  

Many of the Company's customers order on an as-needed basis and often delay 
delivery of firm purchase orders until the commencement dates of such 
customers' development projects are determined.  Moreover, a significant 
portion of the Company's revenue in each quarter generally results from 
shipments in the last few weeks of the quarter; therefore, a delay in the 
shipment of a few orders can have a significant impact upon total revenue and 
results of operations in a given quarter.

A relatively limited number of customers have historically accounted for a 
substantial portion of the Company's revenue.  These customers represent 
early adopters of emulation technology, typically for the design of complex 
integrated circuits.  In particular, the Company's top ten customers 
represented 64% and 53% of revenue in the first quarters of 1997 and 1996, 
respectively.  The Company expects that sales of its products to a relatively 
limited number of customers will continue to account for a high percentage of 
revenue for the foreseeable future.  The loss of a major customer or any 
reduction in orders by such a customer could have an adverse effect on the 
Company's financial condition or results of operations.  

The Company believes that in the future its results of operations in a 
quarterly period could be impacted by the timing of customer development 
projects and related purchase orders for the Company's emulation systems, new 
product announcements and releases by the Company, and economic conditions 
generally and in the electronics industry specifically.


                                   - 6 -

<PAGE>

GROSS MARGINS 
Gross margins were 68% in the first quarter of the current year and 70% in 
the prior quarter and in the first quarter of the prior year.  The decrease 
in gross margins was primarily due to a smaller revenue base over which to 
spread fixed costs and a decreasing average price per logic gate.   The 
Company expects competitive pressures to increase in its market from existing 
companies and new entrants, which among other things could accelerate the 
trend of such decreasing average price per logic gate.  Accordingly,  there 
can be no assurance that the Company will be able to sustain its recent gross 
margins. Furthermore, to the extent that the Company's cost reduction goals 
are achieved, any resulting cost savings that are passed on to the Company's 
customers may also have an adverse effect on gross margins.

RESEARCH AND DEVELOPMENT
Research and development expenses increased by 36% in the first quarter of 
1997 compared to the first quarter of the previous year.  This increase was 
primarily attributable to increased staffing, prototype  and equipment costs 
necessary to enhance current products and to develop the next generation 
emulation and cycle-based simulation products.  As a percentage of total 
revenue, research and development expenses were approximately 27% for the 
first quarter of the current year and 18% for the first quarter of the 
previous year.   The Company expects to continue to invest a significant 
amount of its resources in research and development.

SALES AND MARKETING
Sales and marketing expenses increased 19% in the first quarter of 1997 
compared to the first quarter of the previous year.  This increase was 
largely due to headcount increases to support both domestic and foreign 
markets.  As a percentage of revenue, sales and marketing expenses were 
approximately 40% in the first quarter of 1997 compared to approximately 30% 
in the first quarter of 1996.  The Company expects that sales and marketing 
expenses will continue to increase in absolute dollar amounts as the Company 
expands its sales and marketing efforts.

GENERAL AND ADMINSTRATIVE
General and administrative expenses increased by 60% in the first quarter of 
1997  compared to the first quarter of the previous year.   This increase was 
largely due to increased legal  costs related to a patent infringement 
lawsuit filed  by the Company in January 1996.  See "Part II., Item 1. Legal 
Proceedings" of this Form 10-Q. As a percentage of revenue, general and 
administrative expenses were approximately 12% for the first quarter of the 
current year and 7% for the first quarter of the prior year.  The Company 
expects general and administrative expenses to increase in 1997 due primarily 
to continued legal costs associated with the lawsuit.

MERGER RELATED COSTS
In connection with its acquisition of SpeedSim, Inc. (the "SpeedSim Merger"), 
the Company recorded one-time charges of $1.2 million in the first quarter of 
1997 that included fees for investment banking, legal and accounting services 
and other costs of consolidating.

OTHER INCOME, NET
Other income increased by $80,000 in the first quarter of 1997 compared to 
the same period in 1996 due primarily to an increase in interest income 
associated with a greater average quarterly balance of cash and cash 
equivalents and marketable securities.


                                     - 7 -


<PAGE>

PROVISION FOR INCOME TAXES
The effective tax rates of 31% for both the three months ended March 31, 1997 
and March 31, 1996, respectively, were lower than the statutory federal rate 
of 35% primarily because of federal and state general business credits, 
interest income on investments in tax-exempt obligations and benefit from 
foreign sales corporation.

NET INCOME (LOSS) AND QUARTERLY RESULTS
A net loss of $2.1 million was recorded in the first quarter of 1997 compared 
to net income of $2.8 million in the first quarter of 1996.  This decrease in 
net income was due primarily to decreased revenue, increased operating 
expenses and a one-time expense of $1.2 million related to the SpeedSim 
Merger, partially offset by decreased taxes. 

FACTORS AFFECTING OPERATING RESULTS
COMPETITION
The EDA industry is highly competitive and rapidly changing.  The Company 
faces significant competition for  emulation-based system-level verification, 
in addition to competition from traditional design verification methodologies 
which rely on the approach of building and then testing complete system 
prototypes. Because of customers' requirements for a design verification 
methodology which reduces the number of costly design iterations and improves 
product quality, the Company expects competition in the market for 
system-level verification to increase as other companies attempt to introduce 
emulation products and product enhancements.  Moreover, the Company competes 
with companies that have significantly greater financial, technical and 
marketing resources, greater name recognition and larger installed customer 
bases than the Company.  In addition, many of these competitors have 
established relationships with current and potential customers of the 
Company.  Increased competition could result in price reductions, reduced 
margins and loss of market share, all of which could materially adversely 
affect the Company.  The Company believes that the principal competitive 
factors in the EDA market are quality of results, the mission-critical nature 
of the technology, technical support, product performance, reputation, price 
and support of industry standards.   The Company believes that it currently 
competes favorably with respect to these factors. However, there can be no 
assurance that the Company will be able to compete successfully against 
current and future competitors or that competitive pressures faced by the 
Company will not materially adversely affect its business, operating results 
and financial condition.

In addition, competitors may resort to litigation as a means of competition. 
Such litigation may result in substantial costs to the Company and 
significant diversion of management time.  In 1995, Mentor Graphics 
Corporation, ("Mentor") filed suit against the Company for declarative 
judgment of noninfringement, invalidity and unenforceability of several of 
the Company's patents.  Six of the Company's patents are now involved in the 
disputes and the Company has filed counterclaims against Mentor  and Mentor's 
French subsidiary, Meta Systems ("Meta"), for infringement and threatened 
infringement of those six patents. Furthermore, in January 1996, the Company 
filed a complaint with the International Trade Commission, seeking to stop 
unfair importation of hardware logic emulation systems manufactured by Meta 
on the grounds that such systems infringe the Company's patents.  See Note 14 
of the Notes to Consolidated Financial Statements in the Company's 1996 
Annual Report to Stockholders. Although patent and intellectual property 
disputes in the EDA industry are often settled through licensing, 
cross-licensing or similar arrangements, costs associated with such 
litigation and arrangements may be substantial.


                                     - 8 -

<PAGE>

RISKS ASSOCIATED WITH THE SPEEDSIM MERGER
On February 7, 1997, the Company completed the SpeedSim Merger.  There can be 
no assurance that the Company will not incur additional charges in subsequent 
quarters to reflect costs associated with the SpeedSim Merger or that 
management will be successful in its efforts to integrate the operations of 
the acquired company.  Although the Company believes the SpeedSim Merger is 
in the best interest of the Company and its stockholders, there are 
significant risks associated with these types of transactions, including but 
not limited to: (i) difficulties in the integration of SpeedSim, (ii) 
difficulties in maintaining revenue levels during product transitions, (iii) 
difficulties or delays in achieving product and technology integration 
benefits, and (iv) increased competition from other software companies.  
Moreover, SpeedSim is a company in the early stages of development.  As a 
result, the Company believes that the increases in operating expenses 
associated with the development and integration of these new technologies 
could, in the near term, greatly exceed any associated increases in revenue 
which could have an adverse impact on operating results.

OTHER FACTORS
Other factors which could adversely affect the Company's quarterly operating 
results in the future include efficiencies as they relate to managing 
inventories and fixed assets, the timing of expenditures in anticipation of 
increased sales, customer product delivery requirements and shortages of 
components or labor.  Moreover, a significant portion of the Company's total 
revenue in each quarter generally results from shipments in the last few 
weeks of the quarter; therefore, a delay in the shipment of a few orders can 
have a significant impact upon total revenue and results of operations in a 
given quarter.  Additionally, as a significant portion of the Company's total 
revenue and net income may come from international operations, fluctuations 
of the U.S. dollar against foreign currencies and the seasonality of 
Asia-Pacific, European, and other international markets could impact the 
Company's results of operations and financial condition in a particular 
quarter.

Due to the factors above, the Company's future earnings and stock price may 
be subject to significant volatility, particularly on a quarterly basis.  Any 
shortfall in total revenue or earnings from levels expected by securities 
analysts has had and could in the future have an immediate and significant 
adverse effect on the trading price of the Company's common stock. 
Additionally, the Company may not learn of such shortfalls until late in a 
fiscal quarter, which could result in an even more immediate and adverse 
effect on the trading price of the Company's common stock.

LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased by $11.3 million from December 31, 1996 
to March 31, 1997.  Net cash used in operations was $2.0 million, due 
primarily to increased inventory  of $4.0 million and net loss of $2.1 
million, partially offset by $1.9 million of depreciation and amortization 
and $1.7 million of increased deferred revenue.  Net cash used in investments 
was $8.6 million due primarily to purchases of marketable securities of $12.9 
million, offset by sales of marketable securities of $5.0 million.  Net cash 
used in financing activities was $191,000 due to payments of capital lease 
obligations of $541,000, offset by proceeds from stock issuances of $350,000.

                                    - 9 -


<PAGE>

The Company believes that its cash and cash equivalents,  together with its 
existing credit facility and the cash flows expected to be generated by 
operations, will be sufficient to meet its anticipated cash needs for working 
capital, capital expenditures and marketing expansion through at least 1997. 
Thereafter, if cash generated from operations is insufficient to satisfy the 
Company's liquidity requirements, the Company may sell additional equity or 
debt securities or obtain additional credit facilities.


PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In January 1995, the Company and certain of its officers and directors were 
named in a securities class action filed in the United States District Court 
for the Northern District of California.   In September 1995, the Court 
dismissed with prejudice all claims against several defendants, including the 
Company's outside directors.  The Court also dismissed with prejudice many of 
the allegations and claims asserted against the Company and certain of its 
officers. The Company believed that it had meritorious defenses to the claims 
remaining in the action.  Nevertheless, in order to avoid further legal 
expenses and conserve management resources, the Company entered into a 
Stipulation of Settlement with plaintiffs in January 1997.   The Company's 
contribution to the $2.75 million settlement, net of insurance proceeds, was 
not material.  On April 2, 1997, the Court granted final approval of the 
settlement as fair, adequate and reasonable to the parties.  The Court 
entered the Final Judgment and Order of Dismissal of the action on April 4, 
1997.

Additionally, in January 1996, the Company filed a complaint with the 
International Trade Commission (the "ITC") in Washington, DC, seeking to stop 
unfair importation of logic emulation systems manufactured by Meta Systems, a 
subsidiary of Mentor.   In the complaint, the Company alleges that Mentor's 
hardware logic emulation systems infringe the Company's patents.  In July 
1996, the ITC Administrative Law Judge issued an Initial Determination 
granting a Temporary Exclusion Order stopping the importation of Mentor's 
emulation systems into the U.S., absent the posting of a bond by Mentor.  The 
ITC Initial Determination included a Cease and Desist Order against all sales 
activities regarding unbonded Mentor emulation products imported into the 
U.S.  In August 1996, the ITC ratified the judges' Initial Determination.  
The Company is continuing its legal efforts with the ITC to obtain a 
permanent Exclusion Order prohibiting the importation of Mentor's emulation 
products into the U.S.  The Company also is engaged in a Federal District 
Court case with Mentor and Meta involving six of the Company's patents.  
Mentor and Meta are seeking a declaratory judgment of noninfringement, 
invalidity and unenforceability of the patents in dispute, and the Company 
has filed counteractions against Mentor and Meta for infringement and 
threatened infringement of the six patents.  Mentor has also claimed in this 
Federal District Court case that press releases issued by the Company were 
defamatory and interfered with Mentor's prospective economic relations. Aptix 
Corporation also recently filed a suit against the Company alleging various 
violations of the antitrust laws and unfair competition.  The Company does 
not believe that Mentor's defamation and tortious interference claims or the 
antitrust and unfair competition claims by Aptix are meritorious and has 
mounted vigorous defenses against them.   The outcome of these actions cannot 
be predicted with certainty.


                                     - 10 -

<PAGE>

The Company is engaged in certain other legal and administrative proceedings 
incidental to its normal business activities.  While it is not possible to 
determine the ultimate outcome of these actions at this time, management 
believes that any liabilities resulting from such proceedings,  or claims 
which are pending or known to be threatened, will not have a material adverse 
effect on the Company's consolidated financial position or results of 
operations.

ITEM 2. CHANGES IN SECURITIES

In connection with the SpeedSim Merger, on February 7, 1997, the Company 
issued an aggregate of 2,404,346 shares of the Company's Common Stock (the 
"Merger Shares") to the existing stockholders of SpeedSim in exchange for all 
of the outstanding shares of capital stock of SpeedSim.  The Merger Shares 
were issued pursuant to the exemption for the registration requirements of 
the Securities Act of 1933, as amended (the "1933 Act") afforded by Section 
4(2) of the 1933 Act.  The stockholders of SpeedSim were either accredited or 
sophisticated investors with access to all relevant information regarding the 
Company necessary to evaluate the investment and represented to the Company 
that the shares were being acquired for investment intent.  

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

     Exhibit 11.1:  Statement of computation of earnings per share.

     Exhibit   27:  Financial Data Schedule

(b) REPORT ON FORM 8-K

A Current Report on Form 8-K dated February 7, 1997 was filed with the 
Securities and Exchange Commission by the Company in the quarter ended March 
31, 1997 to report the SpeedSim Merger.


                                     - 11 -


<PAGE>
 
                                    SIGNATURES

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.

                                           QUICKTURN DESIGN SYSTEMS, INC.
                                      -------------------------------------
                                                   (Registrant)


Date       May 13, 1997            By:  /s/ Raymond K. Ostby
- ---------------------------------     --------------------------------------
                                              Raymond K. Ostby, 
                                   Vice-President, Finance and Administration,
                                      Chief Financial Officer and Secretary
                                        (Principal Accounting Officer and
                                             Duly Authorized Officer)




                                     - 12 -


<PAGE>

                                                                   EXHIBIT 11.1

                           COMPUTATION OF EARNINGS PER SHARE
                     (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)


                                                         THREE MONTHS ENDED
                                                              MARCH 31,
                                                         ------------------
                                                           1997      1996*
                                                         --------  --------
Weighted average shares outstanding:                  
     Common stock                                         16,562     14,832
     Common stock equivalents                                 --      2,613
                                                         --------   -------
Weighted average common shares and equivalents            16,562     17,445
                                                      
Net income (loss)                                        $(2,118)   $ 2,744
                                                         --------   -------
                                                         --------   -------
Net income (loss) per share (1)                          $ (0.13)   $  0.16
                                                         --------   -------
                                                         --------   -------

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

 *  Q1 1996 has been restated to reflect the merger of the Company and 
     SpeedSim Inc., which was accounted for as a pooling of interests.

(1) There is no difference between primary and fully diluted net income per 
     share.


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENT OF OPERATIONS AND
CONSOLIDATED STATEMENT OF CASH FLOWS INCLUDED IN THE COMPANY'S FORM 10-Q FOR THE
PERIOD ENDING MARCH 31, 1997, 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>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          14,462
<SECURITIES>                                     8,456
<RECEIVABLES>                                   23,508
<ALLOWANCES>                                     1,840
<INVENTORY>                                     14,163
<CURRENT-ASSETS>                                67,246
<PP&E>                                          34,295
<DEPRECIATION>                                  23,735
<TOTAL-ASSETS>                                 110,738
<CURRENT-LIABILITIES>                           29,114
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            17
<OTHER-SE>                                      81,607
<TOTAL-LIABILITY-AND-EQUITY>                   110,738
<SALES>                                         21,402
<TOTAL-REVENUES>                                21,402
<CGS>                                            6,834
<TOTAL-COSTS>                                    6,834
<OTHER-EXPENSES>                                18,029
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 128
<INCOME-PRETAX>                                (3,069)
<INCOME-TAX>                                     (951)
<INCOME-CONTINUING>                            (2,118)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (2,118)
<EPS-PRIMARY>                                   (0.13)
<EPS-DILUTED>                                   (0.13)
        

</TABLE>


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