Synopsys Posts Financial Results for Third Quarter of Fiscal 2006

In connection with this earnings release, Synopsys is making available to investors supplemental financial information which can be found on Synopsys' website at http://www.synopsys.com/corporate/invest/finsupp/q306.pdf . Synopsys currently intends to provide this information on a quarterly basis.

Earnings Call Open to Investors

Synopsys will hold a conference call for financial analysts and investors today at 2:00 p.m., Pacific Time. A live webcast of the call will be available at Synopsys' corporate website at http://www.synopsys.com/corporate/invest/invest.html . A recording of the call will be available by calling 1-800-475-6701 (320-365-3844 for international callers), access code 838366, beginning at 5:30 p.m. Pacific Time today. A webcast replay will also be available at http://www.synopsys.com/corporate/invest/invest.html from approximately 5:30 p.m. Pacific Time today through to the time Synopsys announces its results for the fourth quarter of fiscal 2006 in November 2006. In addition, Synopsys will post copies of the prepared remarks of Aart de Geus, chairman and chief executive officer, and Brian Beattie, chief financial officer, on its website following the call.

Effectiveness of Information

The targets included in this release, the statements made during the earnings conference call and the information contained in the financial supplement represent Synopsys' expectations and beliefs as of the date of this release only. Although this press release, copies of the prepared remarks of the chief executive officer and chief financial officer made during the call and the financial supplement will remain available on Synopsys' website through the date of the fourth quarter earnings call in November 2006, their continued availability through such date does not mean that Synopsys is reaffirming or confirming their continued validity. Synopsys does not currently intend to report on its progress during the fourth quarter of fiscal 2006 or comment to analysts or investors on, or otherwise update, the targets given in this earnings release until it releases such results in November 2006.

Availability of Final Financial Statements

Synopsys will include final financial statements for the third quarter of fiscal 2006 in its Quarterly Report on Form 10-Q to be filed in September 2006.

About Synopsys

Synopsys, Inc. is a world leader in electronic design automation (EDA) software for semiconductor design. The company delivers technology-leading semiconductor design and verification platforms and IC manufacturing software products to the global electronics market, enabling the development and production of complex systems-on-chips. Synopsys also provides intellectual property and design services to simplify the design process and accelerate time-to-market for its customers. Synopsys is headquartered in Mountain View, California and has offices in more than 60 locations throughout North America, Europe, Japan and Asia. Visit Synopsys online at http://www.synopsys.com/ .

Forward-Looking Statements

The statements made in this press release regarding projected financial results in the sections entitled "Financial Targets," and "Reconciliation of Estimated Target Operating Results" and certain statements made in the earnings conference call are forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those described by these statements due to a number of uncertainties, including, but not limited to:

    -- weakness or continued budgetary caution in the semiconductor or
       electronics industries;
    -- lower-than-expected research and development spending by semiconductor
       and electronic systems companies;
    -- competition in the market for Synopsys' products and services;
    -- lower-than-anticipated new IC design starts;
    -- lower-than-anticipated purchases or delays in purchases of software or
       consulting services by Synopsys' customers, including delays in the
       renewal, or non-renewal, of Synopsys' license arrangements with major
       customers;
    -- unexpected changes in the mix of time-based licenses and upfront
       licenses;
    -- lower-than-expected bookings of licenses on which revenue is recognized
       upfront;
    -- failure of our cost control efforts to result in the anticipated
       savings;
    -- failure to successfully develop additional intellectual property blocks
       for its IP business or to develop and integrate its design for
       manufacturing products;
    -- difficulties in the integration of the products and operations of
       acquired companies or assets into Synopsys' products and operations;
    -- downward pressure on maintenance orders, adversely affecting Synopsys'
       future level of service revenue; and
    -- changes in the anticipated amount of employee stock-based compensation
       recognized on the Company's financial statements.

In addition, Synopsys' actual expenses and earnings per share on a GAAP basis for the fiscal quarter ending October 31, 2006 and actual earnings per share and operating cash flow on a GAAP basis for fiscal year 2006 could differ materially from the targets stated under "Financial Targets" above for a number of reasons, including (i) a determination by Synopsys that any portion of its goodwill or intangible assets have become impaired, (ii) application of the actual consolidated GAAP tax rate for such periods, (iii) integration and other acquisition-related expenses, amortization of additional intangible assets associated with future acquisitions, if any, (iv) increases or decreases in employee stock-based compensation expense caused by employee terminations or otherwise, (v) actual change in the fair value of the Company's non-qualified deferred compensation plan obligations, and (vi) increases or decreases to estimated capital expenditures. Furthermore, Synopsys' actual tax rates applied to non-GAAP net income for the fourth quarter and full-year fiscal 2006 could differ from the targets given in this press release as a result of a number of factors, including the actual geographic mix of revenue during the quarter. Finally, Synopsys' targets for outstanding shares in the fourth quarter and full-year fiscal 2006 could differ from the targets given in this press release as a result of higher than expected employee stock plan issuances, acquisitions and the extent of the Company's stock repurchase activity.

For further discussion of these and other factors that may cause results to differ from those projected in this release, readers are referred to the reports which Synopsys has filed with the Securities and Exchange Commission (SEC), and which are available at www.sec.gov, particularly the information contained in the section of Part I, Item 2 of Synopsys' Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2006 filed with the SEC on June 8, 2006 entitled "Factors That May Affect Future Results." Synopsys is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements made in this earnings release, the conference call or the financial supplement whether as a result of new information, future events or otherwise, unless otherwise required by law.


    NOTE:  Synopsys is a registered trademark of Synopsys, Inc.  Any other
trademarks mentioned in this release are the intellectual property of their
respective owners.

    INVESTOR CONTACT:
    Lisa L. Ewbank
    Synopsys, Inc.
    650-584-1901

    EDITORIAL CONTACT:
    Yvette Huygen
    Synopsys, Inc.
    650-584-4547
    
Email Contact


                                SYNOPSYS, INC.
        Unaudited Condensed Consolidated Statements of Operations (1)
                   (in thousands, except per share amounts)

                                          Three Months Ended July 31, 2006
                                                                                                     Adjustments
                                                                                          GAAP                (2)            Non-GAAP
        Revenue:
            Time-based  license                                        $224,782                $--        $224,782
            Upfront  license                                                  14,418                  --            14,418
            Maintenance  and  service                                  38,008                  --            38,008
                    Total  revenue                                            277,208                  --          277,208
        Cost  of  revenue:
            License                                                                  32,665          (1,558)          31,107
            Maintenance  and  service                                  16,201              (778)          15,423
            Amortization  of  intangible  assets                6,579          (6,579)                  --
                  Total  cost  of  revenue                                55,445          (8,915)          46,530
        Gross  margin                                                          221,763            8,915          230,678
        Operating  expenses:
            Research  and  development                                93,972          (6,413)          87,559
            Sales  and  marketing                                          81,171          (3,719)          77,452
            General  and  administrative                            26,692          (2,291)          24,401
            In-process  research  and  development                  --                  --                    --
            Amortization  of  intangible  assets                6,775          (6,775)                  --
                  Total  operating  expenses                        208,610        (19,198)        189,412
        Operating  income  (loss)                                      13,153          28,113            41,266
        Other  income,  net                                                    2,421                842              3,263
        Income  (loss)  before  income  taxes                  15,574          28,955            44,529
        Income  tax  provision  (benefit)                          8,024            6,359            14,383
        Net  income  (loss)                                                  $7,550        $22,596          $30,146

        Net  income  (loss)  per  share:
            Basic                                                                        $0.05                                    $0.21
            Diluted                                                                    $0.05                                    $0.21

        Shares  used  in  computing  per  share
          amounts:
            Basic                                                                    142,538                                142,538
            Diluted                                                                143,964                                143,964


                                                                                    Three  Months  Ended  July  31,  2005
                                                                                                          Adjustments
                                                                                          GAAP                (2)            Non-GAAP
        Revenue:
            Time-based  license                                        $188,742                  --        $188,742
            Upfront  license                                                  16,171                  --            16,171
            Maintenance  and  service                                  46,537                  --            46,537
                    Total  revenue                                            251,450                  --          251,450
        Cost  of  revenue:
            License                                                                  25,357              (107)          25,250
            Maintenance  and  service                                  17,837                (34)          17,803
            Amortization  of  intangible  assets              16,214        (16,214)                  --
                  Total  cost  of  revenue                                59,408        (16,355)          43,053
        Gross  margin                                                          192,042          16,355          208,397
        Operating  expenses:
            Research  and  development                                82,679              (807)          81,872
            Sales  and  marketing                                          83,573              (452)          83,121
            General  and  administrative                            25,602              (257)          25,345
            In-process  research  and  development                  --                  --                    --
            Amortization  of  intangible  assets                7,804          (7,804)                  --
                  Total  operating  expenses                        199,658          (9,320)        190,338
        Operating  income  (loss)                                      (7,616)        25,675            18,059
        Other  income,  net                                                  37,200        (34,005)            3,195
        Income  (loss)  before  income  taxes                  29,584          (8,330)          21,254
        Income  tax  provision  (benefit)                        12,290          (6,381)            5,909
        Net  income  (loss)                                                $17,294        $(1,949)        $15,345

        Net  income  (loss)  per  share:
            Basic                                                                        $0.12                                    $0.11
            Diluted                                                                    $0.12                                    $0.11

        Shares  used  in  computing  per  share
          amounts:
            Basic                                                                    143,830                                143,830
            Diluted                                                                145,668                                145,668

        (1)  Synopsys'  third  quarter  ends  on  the  Saturday  nearest  to  July  31.
        For  presentation  purposes,  the  Unaudited  Condensed  Consolidated  Statements
        of  Operations  refer  to  a  calendar  month  end.

        (2)  Adjustments  consist  of  stock-based  compensation  and  related  tax
        effect  under  FAS  123(R),  changes  in  fair  value  of  non-qualified  deferred
        compensation  plan  obligation  and  to  the  extent  incurred  amortization  of
        intangible  assets,  in-process  research  and  development  charges,
        integration  and  other  significant  items,  which  in  the  opinion  of
        management  are  extraordinary.    Pre-tax  income  for  the  three  months  ended
        July  31,  2006  included  total  stock-based  compensation  of  $15.6  million  as
        follows:    cost  of  revenue  $2.4  million;  research  &  development  $6.8
        million;  sales  &  marketing  $4.0  million;  general  &  administrative  $2.4
        million.    For  the  three  month  period  ended  July  31,  2005,  approximately
        $0.7  million  of  stock-based  compensation  was  recorded  in  accordance  with
        APB  25.    During  the  quarter  ended  July  31,  2006,  the  change  in  the  fair
        value  of  the  non-qualified  plan  obligation  was  a  decrease  of
        $0.84  million.    This  resulted  in  decreased  compensation  expense  of
        $0.84  million  ($0.04  million  cost  of  revenue,  $0.4  million  research  &
        development,  $0.3  million  sales  &  marketing,  $0.1  million  general  &
        administrative),  and  a  corresponding  decrease  to  other  income,  net.
        During  the  quarter  ended  July  31,  2005,  the  change  in  the  fair  value  of
        the  non-qualified  plan  obligation  was  an  increase  of  $1.04  million.  This
        resulted  in  increased  compensation  expense  of  $1.04  million  ($0.04
        million  cost  of  revenue,  $0.5  million  research  and  development,  $0.3
        million  sales  and  marketing,  $0.2  million  general  and  administrative)
        and  a  corresponding  increase  to  other  income,  net.    There  was  no  net
        effect  on  income  before  taxes  or  net  income  for  each  of  the  respective
        quarters.


                                                                SYNOPSYS,  INC.
                Unaudited  Condensed  Consolidated  Statements  of  Operations  (1)
                                      (in  thousands,  except  per  share  amounts)

                                                                                      Nine  Months  Ended  July  31,  2006
                                                                                                          Adjustments
                                                                                          GAAP                (2)            Non-GAAP
        Revenue:
            Time-based  license                                        $645,309                  --        $645,309
            Upfront  license                                                  48,744                  --            48,744
            Maintenance  and  Service                                118,123                  --          118,123
                    Total  revenue                                            812,176                  --          812,176
        Cost  of  revenue:
            License                                                                  95,304          (4,700)          90,604
            Maintenance  and  service                                  49,678          (2,362)          47,316
            Amortization  of  intangible  assets              21,733        (21,733)                  --
                  Total  cost  of  revenue                              166,715        (28,795)        137,920
        Gross  margin                                                          645,461          28,795          674,256
        Operating  expenses:
            Research  and  development                              275,111        (23,186)        251,925
            Sales  and  marketing                                        245,460        (13,525)        231,935
            General  and  administrative                            84,845          (7,813)          77,032
            In-process  research  and  development                800              (800)                  --
            Amortization  of  intangible  assets              21,247        (21,247)                  --
                  Total  operating  expenses                        627,463        (66,571)        560,892
        Operating  income  (loss)                                      17,998          95,366          113,364
        Other  income,  net                                                    9,745          (3,654)            6,091
        Income  (loss)  before  income  taxes                  27,743          91,712          119,455
        Income  tax  provision  (benefit)                        13,121          25,222            38,343
        Net  income  (loss)                                                $14,622        $66,490          $81,112

        Net  income  (loss)  per  share:
            Basic                                                                        $0.10                                    $0.56
            Diluted                                                                    $0.10                                    $0.56

        Shares  used  in  computing  per  share
          amounts:
            Basic                                                                    143,629                                143,629
            Diluted                                                                145,662                                145,662


                                                                                      Nine  Months  Ended  July  31,  2005
                                                                                                          Adjustments
                                                                                          GAAP                (2)            Non-GAAP
        Revenue:
            Time-based  license                                        $550,807                  --        $550,807
            Upfront  license                                                  44,152                  --            44,152
            Maintenance  and  Service                                142,134                  --          142,134
                    Total  revenue                                            737,093                  --          737,093
        Cost  of  revenue:
            License                                                                  73,611              (313)          73,298
            Maintenance  and  service                                  53,335                (80)          53,255
            Amortization  of  intangible  assets              72,278        (72,278)                  --
                  Total  cost  of  revenue                              199,224        (72,671)        126,553
        Gross  margin                                                          537,869          72,671          610,540
        Operating  expenses:
            Research  and  development                              237,658          (2,844)        234,814
            Sales  and  marketing                                        249,462          (1,572)        247,890
            General  and  administrative                            76,371              (742)          75,629
            In-process  research  and  development            5,700          (5,700)                  --
            Amortization  of  intangible  assets              24,481        (24,481)                  --
                  Total  operating  expenses                        593,672        (35,339)        558,333
        Operating  income  (loss)                                    (55,803)      108,010            52,207
        Other  income,  net                                                  47,227        (36,761)          10,466
        Income  (loss)  before  income  taxes                  (8,576)        71,249            62,673
        Income  tax  provision  (benefit)                        (6,573)        26,490            19,917
        Net  income  (loss)                                                $(2,003)        44,759          $42,756

        Net  income  (loss)  per  share:
            Basic                                                                      $(0.01)                                  $0.30
            Diluted                                                                  $(0.01)                                  $0.29

        Shares  used  in  computing  per  share
          amounts:
            Basic                                                                    144,899                                144,899
            Diluted                                                                144,899                                146,119

        (1)  Synopsys'  third  quarter  ends  on  the  Saturday  nearest  to  July  31.
        For  presentation  purposes,  the  Unaudited  Condensed  Consolidated  Statements
        of  Operations  refer  to  a  calendar  month  end.

        (2)  Adjustments  consist  of  stock-based  compensation  and  related  tax
        effect  under  FAS  123(R),  changes  in  fair  value  of  non-qualified  deferred
        compensation  plan  obligation  and  to  the  extent  incurred  amortization  of
        intangible  assets,  in-process  research  and  development  charges,
        integration  and  other  significant  items,  which  in  the  opinion  of
        management  are  extraordinary.    Pre-tax  income  for  the  nine  months  ended
        July  31,  2006  included  total  stock-based  compensation  of  $47.9  million  as
        follows:    cost  of  revenue  $6.9  million;  research  &  development  $21.4
        million;  sales  &  marketing  $12.4  million;  general  &  administrative  $7.2
        million.    For  the  nine  month  period  ended  July  31,  2005,  approximately
        $1.8  million  of  stock-based  compensation  was  recorded  in  accordance  with
        APB  25.    During  the  nine  months  ended  July  31,  2006,  the  change
        in  the  fair  value  of  the  non-qualified  plan  obligation  was  a  increase  of
        $3.7  million.    This  resulted  in  increased  compensation  expense  of
        $3.7  million  ($0.2  million  cost  of  revenue,  $1.8  million  research  &
        development,  $1.1  million  sales  &  marketing,  $0.6  million  general  &
        administrative),  and  a  corresponding  increase  to  other  income,  net.
        During  the  nine  months  ended  July  31,  2005,  the  change  in  the  fair  value
        of  the  non-qualified  plan  obligation  was  an  increase  of  $3.8  million.  This
        resulted  in  increased  compensation  expense  of  $3.8  million  ($0.2
        million  cost  of  revenue,  $1.9  million  research  and  development,  $1.1
        million  sales  and  marketing,  $0.6  million  general  and  administrative)
        and  a  corresponding  increase  to  other  income,  net.    There  was  no  net
        effect  on  income  before  taxes  or  net  income  for  each  of  the  respective
        quarters.


                                                                SYNOPSYS,  INC.
                          Unaudited  Condensed  Consolidated  Balance  Sheets  (1)
                                      (in  thousands,  except  par  value  amounts)

                                                                                                                  July  31,    October  31,
                                                                                                                      2006              2005
        ASSETS:
        Current  assets:
            Cash  and  cash  equivalents                                                    $269,717      $404,436
            Short-term  investments                                                            241,557        182,070
            Total  cash,  cash  equivalents  and
              short-term  investments                                                          511,274        586,506
            Accounts  receivable,  net                                                        110,875        100,178
            Deferred  income  taxes                                                                89,704        195,501
            Income  taxes  receivable                                                            46,254          48,370
            Prepaid  expenses  and  other  current  assets                        23,118          16,924
                            Total  current  assets                                                781,225        947,479
        Property  and  equipment,  net                                                      164,278        170,195
        Long-term  investments                                                                      4,616            8,092
        Goodwill                                                                                            744,493        728,979
        Intangible  assets,  net                                                                113,595        142,519
        Long-term  deferred  income  taxes                                              188,890          82,384
        Other  assets                                                                                      68,284          61,828
                              Total  assets                                                        $2,065,381  $2,141,476

        LIABILITIES  AND  STOCKHOLDERS'  EQUITY:
        Current  liabilities:
            Accounts  payable  and  accrued  liabilities                      $195,279      $231,359
            Accrued  income  taxes                                                                163,973        169,632
            Deferred  revenue                                                                        428,607        415,689
                              Total  current  liabilities                                    787,859        816,680
        Deferred  compensation  and  other  liabilities                        75,566          63,841
        Long-term  deferred  revenue                                                          45,417          42,019
                              Total  liabilities                                                    908,842        922,540
        Stockholders'  equity:
            Preferred  stock,    $0.01  par  value:
              2,000  shares  authorized;  none
              outstanding                                                                                          --                  --
            Common  stock,    $0.01  par  value:
              400,000  shares  authorized;  140,409
              and  145,897  shares  outstanding,
              respectively                                                                                  1,404            1,459
            Capital  in  excess  of  par  value                                        1,307,569    1,263,327
            Retained  earnings                                                                      175,667        171,108
            Treasury  stock,  at  cost:  16,769  and
              11,259  shares,  respectively                                              (315,402)    (199,482)
            Deferred  stock  compensation                                                            --          (1,475)
            Accumulated  other  comprehensive  loss                                (12,699)      (16,001)
                          Total  stockholders'  equity                                  1,156,539    1,218,936
                          Total  liabilities  and
                            stockholders'  equity                                            2,065,381  $2,141,476

        (1)    The  Company's  third  quarter  and  fiscal  year  ends  on  the  Saturday
                  nearest  to  July  31  and  October  31,  respectively.
                  For  presentation  purposes,  the  Unaudited  Condensed  Consolidated
                  Balance  Sheets  refer  to  a  calendar  month  end.


                                                                SYNOPSYS,  INC.
                            Unaudited  Condensed  Consolidated  Statement  of  Cash
                                                                    Flows  (1)
                                                                (in  thousands)

                                                                                                    Nine  Months  Ended  July  31,
                                                                                                          2006                            2005
        CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
        Net  income  (loss)                                                            $14,622                      $(2,003)
        Adjustments  to  reconcile  net  income
          (loss)  to  net  cash  provided
          by  operating  activities:
              Amortization  and  depreciation                                85,546                      138,129
              Stock-based  compensation                                          47,935                          1,790
              In-process  research  and  development                          800                          5,700
              Deferred  income  taxes                                                  3,832                      (22,058)
              Write-down  of  long-term  assets                                1,336                          2,564
              Provision  for  or  (recovery)  of
                doubtful  accounts                                                          (125)                      (3,594)
              Net  change  in  deferred  gains  and  losses
                on  cash  flow  hedges                                                      (777)                    (13,995)
              Gain  (loss)  on  sale  of  short  investment                  (17)                            323
              Net  changes  in  operating  assets  and
                liabilities,  net  of  acquired  assets
                and  liabilities:
                      Accounts  receivable                                            (9,337)                      47,825
                      Income  taxes  receivable                                            33                                61
                      Prepaid  expenses  and  other
                        current  assets                                                    (5,220)                        9,647
                      Other  assets                                                                  (3)                      (9,317)
                      Accounts  payable  and
                        accrued  liabilities                                        (41,684)                      (2,268)
                      Accrued  income  taxes                                          (6,086)                      (5,481)
                      Deferred  revenue                                                  15,027                        37,851
                      Deferred  compensation  and
                        other  liabilities                                                    261                          9,681
              Net  cash  provided  by
                operating  activities                                              106,143                      194,855

        CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
              Cash  paid  for  acquisitions,  net  of
                cash  received                                                            (20,850)                  (171,420)
              Proceeds  from  sales  and  maturities
                of  short-term  investments                                    221,311                      252,417
              Sale  of  long-term  investments                                      248                                --
              Purchases  of  short-term  investments                (281,126)                  (200,256)
              Purchases  of  long-term  investments                      (1,539)                              --
              Purchases  of  property  and  equipment                  (34,129)                    (34,728)
              Capitalization  of  software
                development  costs                                                      (2,342)                      (2,215)
              Net  cash  used  in  investing  activities            (118,427)                  (156,202)

        CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
              Issuances  of  common  stock                                        43,139                        24,421
              Purchases  of  treasury  stock                                (169,544)                    (88,385)
              Net  cash  used  in  financing  activities            (126,405)                    (63,964)
        Effect  of  exchange  rate  changes  on
          cash  and  cash  equivalents                                              3,970                        (1,444)
        Net  (decrease)  increase  in  cash  and
          cash  equivalents                                                          (134,719)                    (26,755)
        Cash  and  cash  equivalents,  beginning
          of  period                                                                          404,436                      346,709
        Cash  and  cash  equivalents,  end  of
          period                                                                              $269,717                    $319,954

        (1)    Synopsys'  third  quarter  ends  on  the  Saturday  nearest  to  July  31.
                  For  presentation  purposes,  the  Unaudited  Condensed  Consolidated
                  Statements  of  Cash  Flows  refer  to  a  calendar  month  end.
 

Web site: http://www.synopsys.com//



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