SIERRA SEMICONDUCTOR CORP
10-Q/A, 1996-05-15
SEMICONDUCTORS & RELATED DEVICES
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
                                  Form 10 - Q/A

[X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         for the quarterly period ended March 31, 1996 or

[ ]      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.

         Commission File Number 0-19084

                              SIERRA SEMICONDUCTOR
                                   CORPORATION
             (Exact name of registrant as specified in its charter)

                A California Corporation - I.R.S. NO. 94-2925073

                            2075 NORTH CAPITOL AVENUE
                           SAN JOSE, CALIFORNIA 95132

                            Telephone (408) 263-9300




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 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 shares outstanding at  March 31, 1996 - 26,963,897
    (after giving effect to two-for-one stock split effected on October 5, 1995)

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                                       1

<PAGE>


                                      INDEX


                                                                            Page

PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements

             -        Consolidated condensed balance sheets                   3

             -        Consolidated condensed statements of income             4

             -        Consolidated condensed statements of cash flows         5

             -        Notes to consolidated condensed financial statements    6



Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations                              8





PART II - OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8 - K                              14


                                       2

<PAGE>

                        PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements


                        SIERRA SEMICONDUCTOR CORPORATION
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In thousands)

                                                        March 31,   December 31,
                                                          1996         1995
                                                       ----------   ------------
ASSETS:
Current assets:
   Cash and cash equivalents                           $  27,568     $  41,933
   Short-term investments                                  4,038         4,004
   Accounts receivable, net                               42,569        39,320
   Inventories                                            22,846        14,843
   Prepaid expenses and other current assets               2,583         9,813
                                                       ---------     ---------
          Total current assets                            99,604       109,913

Property and equipment, at cost                           51,373        49,375
Accumulated depreciation and amortization                (28,723)      (26,671)
                                                       ---------     ---------
                                                          22,650        22,704

Goodwill and other intangible assets, net                 13,461        13,856
Investments and other assets                               8,127         5,147
Deposits for wafer fabrication capacity                   42,240        33,240
                                                       ---------     ---------
                                                       $ 186,082     $ 184,860
                                                       =========     =========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
   Accounts payable                                    $  25,931     $  22,866
   Accrued liabilities                                    11,071         8,494
   Accrued income tax                                      7,904         7,737
   Short-term debt and current portion of
     oblications under capital leases and
     long-term debt                                       19,039        33,979
   Net liabilities of discontinued operations              5,100         4,096
                                                       ---------     ---------
          Total current liabilities                       69,045        77,172

Deferred income taxes                                      2,147         2,179
Noncurrent obligations under capital leases
   and long term debt                                      9,020         8,979
Special shares of PMC convertible into Sierra
   common stock                                           14,295        15,530

Shareholders' equity:
   Common stock, no par value                            121,476       119,758
   Accumulated deficit                                   (29,900)      (38,726)
                                                       ---------     ---------
                                                          91,576        81,032
   Less shareholders' notes receivable                        (1)          (32)
                                                       ---------     ---------
          Total shareholders' equity                      91,575        81,000
                                                       ---------     ---------
                                                       $ 186,082     $ 184,860
                                                       =========     =========

See notes to consolidated condensed financial statements.


                                       3


<PAGE>


                        SIERRA SEMICONDUCTOR CORPORATION
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                  (In thousands, except for per share amounts)


                                                           Three Months Ended
                                                        March 31,    March 31,
                                                          1996         1995
                                                       ---------    ------------

Net revenues                                            $ 64,396     $ 36,939

Cost of revenues                                          34,107       18,849
                                                        --------     --------
Gross profit                                              30,289       18,090

Other costs and expenses:
     Research and development                              8,406        5,372
     Marketing, general and administrative                 8,665        6,993
                                                        --------     --------
Income from operations                                    13,218        5,725

Interest income (expense), net                               360           43
                                                        --------     --------
Income before provision for income taxes                  13,578        5,768

Provision for income taxes                                 4,752        1,364
                                                        --------     --------
Net income from continuing operations                      8,826        4,404

Loss from discontinued operatiosn                             -          (304)
                                                        --------     --------
Net income                                              $  8,826     $  4,100
                                                        ========     ========
Net income per share                                    $   0.29     $   0.15
                                                        ========     ========
Shares used in calculation of net income per share        30,790       27,374
                                                        ========     ========

See notes to consolidated condensed financial statements.


                                       4

<PAGE>


                        SIERRA SEMICONDUCTOR CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                Increase (decrease) in cash and cash equivalents
                                 (in thousands)


                                                           Three Months Ended
                                                         March 31,    March 31,
                                                           1996        1995
                                                         -----------------------

Cash flows from operating activities:
   Net income                                            $  8,826    $  4,100
   Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                          2,777       1,935
     Changes in assets and liabilities
        Accounts receivable                                (3,249)     (1,041)
        Inventories                                        (8,003)     (2,626)
        Prepaid expenses and other                         (1,733)       (468)
        Accounts payable and accrued expenses               5,778       3,944
        Net assets/liabilities associated with
          discontinued operations                           1,004      (1,057)
                                                         --------    --------
          Net cash provided by operating activities         5,400       4,787

Cash flows from investing activities:
   Proceeds from maturities of short-term investments       9,984          -
   Purchases of short-term investments and fixed
     income securities                                    (10,018)         -
   Investments in other companies                          (3,000)         -
   Decrease in investments and other                           -          150
   Additions to plant and equipment                        (1,454)     (1,924)
                                                         --------    --------
          Net cash (used in) investing activities          (4,488)     (1,774)

Cash flows from financing activities:
   Proceeds from issuance of notes payable and
     long-term debt                                           252          69
   Proceeds from issuance of common stock                     483         769
   Proceeds from payments of notes receivable                  31          21
   Principal payments under capital lease obligations        (378)       (261)
   Repayment of notes payable and long-term debt          (15,665)       (456)
                                                         --------    --------
          Net cash provided by (used in) financing
            activities                                    (15,277)        142
                                                         --------    --------
Net increase (decrease) in cash and cash equivalents      (14,365)      3,155

Cash and cash equivalents, beginning of the period         41,933      12,622
                                                         --------    --------
Cash and cash equivalents, end of the period             $ 27,568    $ 15,777
                                                         ========    ========


See notes to consolidated condensed financial statements.


                                       5


<PAGE>


                        SIERRA SEMICONDUCTOR CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   The accompanying  financials  statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange  Commission and reflect all
adjustments  which are, in the opinion of the  management,  necessary for a fair
presentation  for  the  periods  reported.   Certain  information  and  footnote
disclosures  normally  included  in  annual  financial  statements  prepared  in
accordance with generally accepted accounting  principles have been condensed or
omitted pursuant to those rules or regulations. The interim financial statements
are unaudited,  but reflect all adjustments (consisting only of normal recurring
adjustments)  which are, in the opinion of  management,  necessary  to present a
fair statement of results for the interim periods presented.

         These  financial  statements  should  be read in  conjunction  with the
financial  statements  and the notes  thereto  incorporated  by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.

         The results of operations for the three months ended March 31, 1996 are
not necessarily indicative of results to be expected in future periods.

2.   In the  fourth  quarter  of 1995,  the  Company  approved a plan to sell or
discontinue  the  operations  of Prometheus  Products,  Inc.  (Prometheus).  The
Company  purchased  Prometheus in the third quarter of 1994, and has operated it
as a separate  business  unit.  Accordingly,  Prometheus  is being  treated  for
reporting purposes as a discontinued operation,  and the Company's statements of
continuing  operations  for fiscal  1994 and 1995 have been  restated  to remove
Prometheus' previously reported operating results.

         The Company also  recorded a charge in the quarter  ended  December 31,
1995 for the disposal of Prometheus of $17,906,000. This discontinued operations
charge  includes  the  write-down  of  assets  and  the  accrual  of  additional
liabilities  of Prometheus,  as well as a provision for estimated  future losses
that may be incurred.  Prometheus' operating results for the first quarter ended
March 31, 1996 have been recorded against this provision.

3.   The components of inventories are as follows (in thousands):

                                       March 31,             Dec 31,
                                         1996                 1995
                                         ----                 ----
         Work-in-progress               $ 6,885              $ 6,604
         Finished goods                  15,961                8,239
                                        -------              -------
                                        $22,846              $14,843
                                        =======              =======

4.   Net income (loss) per share is computed  using the weighted  average number
of common  and  dilutive  common  equivalent  shares  outstanding   during   the
period. Dilutive common  equivalent shares consist of warrants and stock options
(using  the  treasury  stock  method).  Fully  diluted  earnings  per share have
not been presented because the amounts  do  not differ materially  from  primary
earnings per share.  For purposes of computing  net income per share, the shares

                                       6


<PAGE>

reserved  for issuance in exchange for the PMC Special  Shares  outstanding  are
considered in the weighted average number of common shares outstanding.

5.   The Company  announced  a  two-for-one  stock  split of its Common Stock on
September 7, 1995. The distribution of the additional stock was October 5, 1995,
based on  shareholders  of record on September 21, 1995. All share and per share
amounts in these consolidated  condensed financial statements have been adjusted
to reflect the stock split.








                                       7

<PAGE>


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

Results of Operations

First Quarters of 1996 and 1995

Net Revenues
                                                First                     First
                                               Quarter                   Quarter
                                                1996        Change        1995
                                                ----        ------        ----

Net revenues ($000,000)                        $64.4         74%         $36.9

The  increase  in net  revenues  was due to  significant  growth in  revenue  of
PMC-Sierra,  Inc.  ("PMC") plus an increase in revenue  from the  communications
product  groups,  especially  in the V.34  (28,800  bps)  product.  The  Company
experienced  a decrease in V.32 bis (14,400 bps) product unit  shipments,  and a
decrease in the multimedia product group.

Gross Profit
                                                First                     First
                                               Quarter                   Quarter
                                                1996        Change        1995
                                                ----        ------        ----

Gross profit ($000,000)                        $30.3         67%         $18.1
Percentage of net revenues                       47%                       49%

Gross profit  increased as a result of  increased  revenues  during this period.
Gross  profit  as a  percentage  of  net  revenues  declined  as a  result  of a
combination  of changes in average  selling  prices of  products,  and  reserves
established  for  products  which are  anticipated  to being  sold at lower ASPs
("Average Selling Prices") in the future. The Company may continue to experience
flat or declining gross profits as a percentage of net revenues in the future to
the  extent  that a decline in ASPs,  particularly  a decline in ASPs for modems
based on the V.32 bis standard is not offset by a reduction in production  costs
or by sales of new products with higher gross margin.  Such a decline may have a
material adverse effect on the Company's results of operations in the future.

Operating Expenses ($000,000)
                                                First                     First
                                               Quarter                   Quarter
                                                1996        Change        1995
                                                ----        ------        ----

Research and development                        $8.4         56%          $5.4
Percentage of net revenues                       13%                       15%
Marketing, general & administrative             $8.7         24%          $7.0
Percentage of net revenues                       13%                       19%



                                       8


<PAGE>

Research and development  expenses increased at the Company's  PMC-Sierra,  Inc.
("PMC")  subsidiary as well as other product  groups.  As a percentage of sales,
research  and  development  expenses  declined  due to  the  increase  in  sales
exceeding the growth in research and development  spending.  The Company expects
research  and  development  spending  to remain at  present  levels or  slightly
increase in absolute dollars in the future.

Marketing,  general  and  administrative  expenses  increased  as  a  result  of
increases in  marketing,  sales and  administrative  personnel at PMC as well as
other product groups.  As a percentage of net revenues these expenses  decreased
due  to  sales  growth   exceeding   the  growth  in   marketing,   general  and
administrative  expenses.  As a percentage  of net revenues  these  expenses are
expected  to remain at  approximately  the same level,  or slightly  increase in
absolute dollars in the future.

Interest Income (Expense), Net
                                                First                     First
                                               Quarter                   Quarter
                                                1996        Change        1995
                                                ----        ------        ----
Interest income (expense) ($000,000)           $0.36         737%        $0.04
Percentage of net revenues                      0.6%                      0.1%

Interest  income  increased due to higher cash balances  available to invest and
earn interest.  Interest  expense  remained at  approximately  the same absolute
dollar level.  Interest  expense  currently  relates  primarily to the Company's
financing  arrangements for capital and, to a lesser extent, for working capital
financing.

Income  taxes  have  been  provided  for at an  estimated  annual  tax  rate  of
approximately  35% in 1996 vs. 24% in 1995. This increase results primarily from
net operating loss and credit  carryforwards  having been available in 1995, and
substantially all such tax benefits have now been utilized.

Factors Affecting Future Results

Fluctuation in Operating Results.  The Company's  quarterly and annual operating
results may vary due to a number of factors, including, among others, the timing
of new product  introductions,  decreased  demand or average  selling prices for
products,  market  acceptance of products,  demand for products of the Company's
customers,  the  introduction  of  products  or  technologies  by the  Company's
competitors,  competitive  pressure on product  pricing,  the  Company's and its
customers' inventory levels of the Company's products, product availability from
outside  foundries,   variations  in  manufacturing  yields  for  the  Company's
products,  expenditures for new product and process development, the acquisition
of wafer fabrication  capacity,  and the acquisition of businesses,  products or
technologies. At various times in the past, the Company's foundry suppliers have
experienced  lower  than  anticipated   yields  that  have  adversely   affected
production and,  consequently,  the Company's operating results. There can be no
assurance  that the  Company's  existing or future  foundry  suppliers  will not
 


                                       9


<PAGE>

experience  irregularities  which could have an adverse  effect on the Company's
operating  results.  The  Company  from  time to time may  order in  advance  of
anticipated  customer demand from its foundries in response to anticipated  long
lead times to obtain  inventory  and  materials,  which  might  result in excess
inventory  levels if expected orders fail to materialize or other factors render
the Company's product or its customer's products less marketable. The Company is
dependent on sales of graphics  products to Apple  Computer,  which  represented
less than 10% of net revenues in the first quarter of 1996, down from 17% in the
fourth quarter of 1995. Any delay or  cancellation  of existing  orders,  or any
decline in projected  future  orders,  by the Company's  customers  could have a
material  adverse  effect on the  Company's  operating  results.  The  Company's
operating  results  also  are  affected  by  the  state  and  direction  of  the
electronics  industry and the economy in the United States and other markets the
Company  serves.  The  occurrence of any of the foregoing or other factors could
have a material adverse effect on the Company's operating results.

Historically,  ASPs (average selling prices) in the semiconductor  industry have
decreased over the life of a particular product.  The willingness of prospective
customers to design the  Company's  products  into their  products  depends to a
significant  extent upon the  ability of the Company to price its  products at a
level that is cost  effective  for such  customers.  The markets for most of the
applications  for the  Company's  products are  characterized  by intense  price
competition.  As the  markets  for  the  Company's  modem  products  mature  and
competition  increases,  the Company anticipates that ASPs on such products will
continue  to  decline,  particularly  as product  technologies  mature.  ASPs on
existing products can decline  dramatically when the PC industry  transitions to
new product standards. If the Company is unable to reduce its costs sufficiently
to offset  declines  in ASPs or is unable to  introduce  new higher  performance
products with higher ASPs, the Company's  operating  results would be materially
and adversely  affected.  Any yield or other production  problems,  shortages of
supply that increase the  Company's  manufacturing  costs,  or failure to reduce
manufacturing  costs,  would have a  material  adverse  effect on the  Company's
operating results.

Access to Wafer  Fabrication  Capacity.  The  Company  does not own or operate a
wafer fabrication facility, and all of its semiconductor device requirements are
supplied by outside foundries.  Substantially all of the Company's semiconductor
products  are  currently  manufactured  by third party  foundry  suppliers.  The
Company's foundry suppliers  fabricate  products for other companies and produce
products of their own design. The Company's'  reliance on independent  foundries
involves a number of risks,  including  the  absence of adequate  capacity,  the
unavailability of or interruptions in access to certain process technologies and
reduced control over delivery schedules,  manufacturing yields and costs. In the
event that these  foundries  are unable or unwilling to continue to  manufacture
the Company's  products in required  volumes,  the Company will have to identify
and qualify acceptable additional or alternative  foundries.  This qualification
process could take six months or longer. No assurance can be given that any such
source would become available to the Company or that any such source would be in
a position to satisfy the Company's  production  requirements in a timely basis,
if at all. Any significant  interruption in the supply of  semiconductors to the
Company would result in the  allocation  of products to customer,  which in turn
could have a material adverse effect on the Company's operating results.



                                       10

<PAGE>

The Company has  considered  and will  continue  to  consider  various  possible
transactions in order to obtain an adequate supply of wafers,  especially wafers
manufactured using advanced process technologies. These transactions may include
equity  investments in or loans to independent  wafer  fabrication  companies in
exchange for access to production capacity,  non-refundable deposits or advances
on subsequent deliveries, capital equipment purchases or leases on behalf of the
foundries,  the formation of joint ventures to own and operate foundries, or the
usage of "take or pay" contracts  that commit the Company to purchase  specified
quantities  of  wafers  over  extended   periods.   The  Company  is  evaluating
transactions with its existing and potential new foundry suppliers.  The Company
believes  that it will be required to commit  substantial  capital in return for
access to wafer production capacity,  and the inability of the Company to timely
and cost  effectively  secure such capacity would have a material adverse effect
on  the  Company's  operating  results.  Also,  if  the  industry  shifts  to an
oversupply  position,  some  Company  assets may be impaired  which could have a
material adverse effect on the Company's opearating results.

All of the Company's  semiconductor  products are assembled by sub-assemblers in
Asia.  Shortages of raw materials or disruptions in the provision of services by
the  Company's  assembly  houses or other  circumstances  that would require the
Company to seek  additional or  alternative  sources of supply or assembly could
lead to supply constraints or delays in the delivery of the Company's  products.
Such  constraints or delays may result in the loss of customers or other adverse
effects  on  the  Company's   operating  results.   The  Company's  reliance  on
independent assembly houses involves a number of other risks,  including reduced
control over delivery  schedules,  quality assurances and costs and the possible
discontinuance  of such  contractors'  assembly  processes.  Any supply or other
problems  resulting from such risks would have a material  adverse effect on the
Company's operating results.

Cyclical Nature of the Personal Computer Industry. The Company produces a number
of  semiconductor  products  for  the  personal  computer  industry,   including
communications  and  multimedia  devices.  The personal  computer  semiconductor
industry has historically  been  characterized  by wide  fluctuations in product
supply  and  demand.  From  time to time,  the  industry  has  also  experienced
significant  downturns,  often  in  connection  with,  for in  anticipation  of,
declines in general economic  conditions.  These downturns,  which in some cases
have lasted for more than a year, have been  characterized by diminished product
demand,  production  over-capacity and anticipated  accelerated erosion of ASPs.
Because the sales of the Company's  user  interface  products,  particularly  in
Company's  modem  products,  are  significantly  dependent  on sales of PCs, any
decrease  in demand for PCs,  or any  erosion  of the ASP for PCs,  would have a
material adverse effect on the Company's operating results.

Technological  Change.  The markets for the Company's products are characterized
by  evolving   industry    standards   and rapid   technological     change  and
product  obsolescence.  Technological  change  may  be  particularly  pronounced
in  the  developing  market  for  semiconductor   devices  used  in   multimedia
personal  computers  in  which  the  Company  competes  and  in  the  market for
communications semiconductor devices used in high-speed networks.  The Company's
future   success   will  be  highly  dependent  upon  the timely  completion and
introduction of  new  products  at  competitive  price and  performance  levels.
The  success  of  new  products  depends  on  a  number  of  factors,  including
proper  definition  of  such   products,   successful  and  timely completion of


                                       11


<PAGE>

product development and introduction to market, correct judgment with respect to
product  demand,   market   acceptance  of  the  Company's  and  its  customers'
fabrication  yields by the  Company's  independent  foundries  and the continued
ability of the Company to offer new  products  at  competitive  prices.  Many of
these factors are outside the control of the Company.  There can be no assurance
that  the  Company   will  be  able  to  identify   new  product   opportunities
successfully,  develop and bring to market new products,  achieve design wins or
be  able  to  respond  effectively  to  new  technological  changes  or  product
announcements  by others.  A failure in any of these areas would  materially and
adversely affect the Company's operating results.

Products for telecommunications  and data communications  applications are based
on industry  standards that are continually  evolving.  The modem marketplace is
experiencing a rapid  transition from the popular V.32 standard,  which operates
at 14,400 bps, to the V.34 standard, which operates at 28,800 bps. Sales of V.32
modems are declining  industry-wide.  Future transitions in customer preferences
could quickly  obsolete other Sierra  products.  The Company is also  developing
products  for the  Asynchronous  Transfer  Mode ("ATM")  telecommunications  and
networking market, which is in an early stage of development.  The emergence and
adoption of new industry  standards  that compete with ATM or maintenance by the
industry  of  existing  standards  in lieu of new  standards  could  render  the
Company's  ATM products  unmarketable  or obsolete.  The  Company's  development
efforts are focused on ATM and related  products  that operate at faster  speeds
and at higher layers of protocol processing. A material portion of the Company's
revenues and a  substantial  portion of the  Company's  profits are derived from
sales of ATM,  T1/E1,  DST/E3 and  SONET/SDH,  based  products.  There can be no
assurance   that   a   significant   market   for   the   Company's    ATM-based
telecommunications  products will emerge or, if it does emerge, that the Company
will be able to develop  and market  these or other  ATM-related  products  in a
timely and  commercially  viable  manner.  The  adoption or  maintenance  by the
industry of high speed transmission standards other than ATM or the inability of
the Company to develop and market its ATM-related products would have a material
adverse effect on the Company's operating results.

Many of the  Company's  products  under  development  are complex  semiconductor
devices that  require  extensive  design and testing  before  prototypes  can be
manufactured.  The integration of a number of functions in a single chip or in a
chipset  requires the use of advanced  semiconductor  manufacturing  techniques.
This can  result  in chip  redesigns  if the  initial  design  does  not  permit
acceptable manufacturing yields. The Company's  telecommunications  products are
designed for  customers who in many  instances  have not yet fully defined their
hardware  products.  Design delays or redesigns by these customers could in turn
delay completion or require redesign of the semiconductor devices needed for the
final  hardware  product.  In this regard,  many of the relevant  standards  and
protocols for ATM-based products have not been widely adopted or ratified by the
relevant  standard-setting bodies. Redesigns or design delays often are required
for both the  hardware  manufacturer's  products and the  Company's  chipsets as
industry  and  customer  standards,   protocols  or  design  specifications  are
determined.  Any resulting  delay in the  production  of the Company's  products
could have a material adverse effect on the Company's operating results.

Due   to   the     foregoing   and    other   factors,    past   results,   such
as  those  described  in  this   report,   may  not  be  indicative   of  future
results.   In   addition,   the    securities     of      many   high-technology


                                       12

<PAGE>

companies   have   historically   been  subject  to  extreme  price  and  volume
fluctuations.  The Company may be subject to these same  fluctuations  which may
adversely affect the market price of the Company's common stock.

Liquidity and Capital Resources

The Company's cash and cash  equivalents  and short term  investments  decreased
from $45.9  million on  December  31, 1995 to $31.6  million on March 31,  1996.
During the quarter,  the Company  paid $16.0  million to reduce debt and capital
lease  obligations,  principally  related  to a  foundry  agreement  for  future
production  capacity.  Other  cash  consuming  activities  were an  increase  in
deposits for wafer capacity of $9.0 million, increase of net inventories of $8.0
million,  increases  in accounts  receivable  balances of $3.2  million,  equity
investment in a foundry source of $3.0 million,  and a $1.5 million net increase
in capital assets. These were offset by net income of $8.8 million,  proceeds of
$7.0 million from the sale of  SiTel-Sierra  B.V. in the fourth quarter of 1995,
increase of $5.8 million in accounts payable and accrued expenses,  $2.8 million
in non-cash depreciation and amortization  expenses,  and $1.0 million change in
net liabilities of discontinued operations (Prometheus).

As of March 31, 1996, the Company's principal sources of liquidity included cash
and  cash  equivalents  and  short  term  investments  of  $31.6  million,   and
approximately  $8.0 million available under its bank line of credit. The current
line of credit  agreement  expires on July 1, 1996.  The Company  believes  that
existing sources of liquidity and anticipated funds from operations will satisfy
the Company's projected working capital expenditure  requirements through fiscal
1996.  Capital  expenditures for fiscal 1996 are anticipated to be approximately
$15 million.

The  Company's  future  capital   requirements  will  depend  on  many  factors,
including,  among  others,  the extent to which the Company  pursues  additional
wafer  fabrication  capacity from existing  foundry  suppliers or new suppliers,
product development,  and acquisitions or complementary businesses,  products or
technologies.  To the extent that existing  resources and the funds generated by
future  earnings  are  insufficient  to fund the  Company's  operations  and its
investments to secure wafer fabrication capacity,  the Company may need to raise
additional  funds  through  public  or  private  debt or equity  financings.  If
additional  funds are raised  through  the  issuance of equity  securities,  the
percentage  ownership  of current  shareholders  will be reduced and such equity
securities  may have rights,  preferences  or privileges  senior to those of the
holders of the Company's Common Stock. No assurance can be given that additional
financing  will be available or that, if available,  it can be obtained on terms
favorable  to the  Company  and its  shareholders.  If  adequate  funds  are not
available,  the Company may be required to delay, limit or eliminate some or all
of its proposed  operations.  The failure to obtain  financing would also hinder
the Company's  ability to make continued  investments  in capital  equipment and
access  wafer  fabrication  capacity  and other  facilities  which  could have a
material adverse effect on the Company's operating results.


                                       13

<PAGE>


                           PART II - OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits -

              o  11.1

         (b)  No report on Form 8-K was filed during the quarter ended March 31,
              1996







                                       14



                        SIERRA SEMICONDUCTOR CORPORATION
                        CALCULATION OF EARNINGS PER SHARE
                  (In thousands, except for per share amounts)


                                                          Three Months Ending
                                                               March 31,
                                                       -------------------------
                                                           1996          1995
                                                           ----          ----

Income from continuing operations                      $  8,826      $  4,404
Loss from discontinued operations                            -           (304)
                                                       --------      --------
Net income                                                8,826         4,100

Adjustments to net income:
     Accretion of convertible, redeemable 
     preferred stock                                         -             (1)
                                                       --------      --------
Adjusted income                                        $  8,826      $  4,099
                                                       ========      ========

Weighted average common shares outstanding               29,231        26,000

Common stock options                                      1,559         1,374

Shares used in calculation of net income per share       30,790        27,374

Income from continuing operations per share            $   0.29      $   0.16
Loss from discontiued operations per share             $     -       $  (0.01)
                                                       --------      --------
Net income per share                                   $   0.29      $   0.15
                                                       ========      ========


                                       15

<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.

                                   SIERRA SEMICONDUCTOR CORPORATION
                                   (Registrant)


Date:                              /s/ James V. Diller
     ---------------------         ---------------------------------------------
                                   James V. Diller
                                   Chairman and Chief Executive Officer

Date:                              /s/ Glenn C. Jones
     ---------------------         ---------------------------------------------
                                   Glenn C. Jones
                                   Senior Vice President, Finance
                                   Chief Financial Officer (Principal Accounting
                                   Officer)


                                       16


<TABLE> <S> <C>


<ARTICLE>                        5
<MULTIPLIER>                     1,000

       
<S>                              <C>
<PERIOD-TYPE>                    3-MOS
<FISCAL-YEAR-END>                DEC-29-1996
<PERIOD-START>                   JAN-01-1996
<PERIOD-END>                     MAR-31-1996
<CASH>                                27,568
<SECURITIES>                           4,038
<RECEIVABLES>                         42,569
<ALLOWANCES>                               0
<INVENTORY>                           22,846
<CURRENT-ASSETS>                      99,604
<PP&E>                                51,373
<DEPRECIATION>                       (28,723)
<TOTAL-ASSETS>                       186,082
<CURRENT-LIABILITIES>                 69,045
<BONDS>                                    0
<COMMON>                             121,476
                      0
                                0
<OTHER-SE>                           (22,901)
<TOTAL-LIABILITY-AND-EQUITY>         186,082
<SALES>                                    0
<TOTAL-REVENUES>                      64,396
<CGS>                                 34,107
<TOTAL-COSTS>                              0
<OTHER-EXPENSES>                      17,071
<LOSS-PROVISION>                           0
<INTEREST-EXPENSE>                         0
<INCOME-PRETAX>                       13,578
<INCOME-TAX>                           4,752
<INCOME-CONTINUING>                    8,826
<DISCONTINUED>                             0
<EXTRAORDINARY>                            0
<CHANGES>                                  0
<NET-INCOME>                           8,826
<EPS-PRIMARY>                           0.29
<EPS-DILUTED>                           0.29
        


</TABLE>


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