<PAGE> 1
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 September 30, 1996 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
Commission file number 0-16617
ALTERA CORPORATION
(Exact name of registrant as specified in its charter)
California 77-0016691
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2610 Orchard Parkway, San Jose, California 95134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 894-7000
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 at least the past 90 days.
Yes X No
----- -----
Number of shares of common stock outstanding at September 30, 1996:
43,698,219
<PAGE> 2
ALTERA CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED
SEPTEMBER 30, 1996
PART I
FINANCIAL INFORMATION AND
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
2
<PAGE> 3
ALTERA CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
<TABLE>
<CAPTION>
Sept. 30, Dec.31,
1996 1995
----------- -----------
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash, cash equivalents $ 66,885 $ 79,409
Short-term investments 218,751 285,810
----------- -----------
Total cash, cash equivalents, and
short-term investments 285,636 365,219
Accounts receivable, less allowance
for doubtful accounts of $1,976 and $1,005 54,282 54,518
Inventories 89,429 55,421
Deferred income taxes 43,840 37,339
Other current assets 2,381 5,510
----------- -----------
Total current assets 475,568 518,007
Property and equipment, net 71,006 54,846
Investments and other assets 217,025 142,701
----------- -----------
$ 763,599 $ 715,554
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,915 $ 17,049
Accrued liabilities 76,146 72,209
Notes payable and short-term obligations 98,280 61,920
Accrued compensation 11,954 16,347
Income taxes payable 2,630 4,240
----------- -----------
Total current liabilities 194,925 171,765
Notes payable and long-term obligations -- 58,600
Convertible notes 230,000 230,000
----------- -----------
Total liabilities 424,925 460,365
----------- -----------
Shareholders' equity:
Common stock; no par value: 80,000,000
shares authorized, 43,698,219 and 43,558,321
shares issued and outstanding 88,385 83,445
Retained earnings 250,289 171,744
----------- -----------
Total shareholders' equity 338,674 255,189
----------- -----------
$ 763,599 $ 715,554
=========== ===========
</TABLE>
3
<PAGE> 4
ALTERA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Sales $116,728 $109,079 $370,121 $276,282
-------- -------- -------- --------
Costs and expenses:
Cost of sales 45,094 42,817 142,997 110,357
Research and development 13,308 9,105 37,174 23,368
Selling, general, and administrative 20,590 20,340 66,484 52,736
-------- -------- -------- --------
Total costs and expenses 78,992 72,262 246,655 186,461
-------- -------- -------- --------
Operating income 37,736 36,817 123,466 89,821
Interest and other income, net (51) 848 1,259 2,970
-------- -------- -------- --------
Income before taxes 37,685 37,665 124,725 92,791
Provision for income taxes 13,567 13,936 44,902 34,333
-------- -------- -------- --------
Net income $ 24,118 $ 23,729 $ 79,823 $ 58,458
======== ======== ======== ========
Income per share:
Primary $ 0.53 $ 0.52 $ 1.74 $ 1.28
========= ========= ========= =========
Fully diluted $ 0.52 $ 0.51 $ 1.70 $ 1.29
========= ========= ========= =========
Shares and equivalents used in
calculation of income per share:
Primary 45,575 45,852 45,794 45,527
========= ========= ========= =========
Fully diluted 50,305 50,388 50,303 47,301
========= ========= ========= =========
</TABLE>
4
<PAGE> 5
ALTERA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-----------------
Sept. 30, Sept. 30,
1996 1995
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 79,823 $ 58,458
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 15,133 8,630
Changes in assets and liabilities:
Accounts receivable, net 236 (33,835)
Inventories (34,008) (3,892)
Deferred income taxes (6,501) (9,000)
Other current and non-current assets 3,129 (4,137)
Accounts payable (11,134) 8,210
Accrued liabilities 3,937 30,088
Accrued compensation (4,393) 3,444
Income taxes payable (1,610) --
--------- ---------
Cash provided by operating activities 44,612 57,966
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment (26,617) (37,684)
Net change in short-term investments 67,059 (232,502)
Long-term investments (44,120) (500)
--------- ---------
Cash used for investing activities (3,678) (270,686)
--------- ---------
Cash flows from financing activities:
Long-term debt, net of issuance costs -- 224,825
Net proceeds from issuance of common stock 7,993 4,632
Repurchase of common stock (4,331) --
Payment on notes payable (57,120) --
--------- ---------
Cash provided by (used for) financing activities (53,458) 229,457
--------- ---------
Net increase (decrease) in cash and cash equivalents (12,524) 16,737
Cash and cash equivalents at beginning of period 79,409 41,639
--------- ---------
Cash and cash equivalents at end of period $ 66,885 $ 58,376
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for income taxes $ 49,875 $ 45,399
Cash paid during the period for interest $ 6,613 $ --
</TABLE>
5
<PAGE> 6
ALTERA CORPORATION
NOTES TO FINANCIAL INFORMATION
(Unaudited)
Note 1 - Interim Statements:
In the opinion of the Company, the accompanying unaudited financial data contain
all adjustments, consisting only of normal, recurring adjustments, necessary to
present fairly the financial information included therein. This financial data
should be read in conjunction with the audited financial statements and notes
thereto included in the Company's Annual Report to Shareholders for the year
ended December 31, 1995. Results for the interim period presented are not
necessarily indicative of results for the entire year.
Note 2 - Balance Sheet Detail:
<TABLE>
<CAPTION>
(In Thousands)
Sept. 30, Dec. 31,
1996 1995
---------- ----------
(Unaudited)
<S> <C> <C>
Inventories:
Purchased parts and raw materials $ 1,453 $ 2,067
Work-in-process 69,455 38,617
Finished goods 18,521 14,737
--------- ---------
$ 89,429 $ 55,421
========= =========
Property and equipment:
Land $ 19,925 $ 19,925
Building 12,927 1,605
Equipment 73,307 64,703
Office furniture and equipment 9,337 4,908
Leasehold improvements 3,494 3,512
--------- ---------
118,990 94,653
Accumulated depreciation and
amortization (47,984) (39,807)
--------- ---------
$ 71,006 $ 54,846
========= =========
</TABLE>
Note 3 - Earnings Per Share:
Primary income 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 the assumed net shares issuable upon the
exercise of dilutive stock options using the treasury stock method. The
Convertible Subordinated Notes issued in June 1995 are not common stock
equivalents and, therefore, have been excluded from the computation of primary
earnings per share.
Fully diluted net income per share is computed by adjusting the primary shares
outstanding and net income for the potential effect of the conversion of the
weighted convertible subordinated notes into shares of common stock outstanding
during the respective periods and the elimination of the related interest
requirements (net of income taxes).
6
<PAGE> 7
ALTERA CORPORATION
NOTES TO FINANCIAL INFORMATION (continued)
(Unaudited)
Note 4 - Common Stock Repurchase:
On July 15, 1996, the Board of Directors authorized the repurchase of up to 2
million shares of the Company's common stock. During July, the Company
repurchased 150,000 shares of common stock for a total price of $4.3 million.
The book value of the repurchased shares was $3.1 million. The repurchased
shares were retired upon acquisition.
7
<PAGE> 8
ALTERA CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Sales. Third quarter 1996 sales of $116.7 million were 7% higher than
the $109.1 million reported for the same period last year, and were
approximately at the same level as the second quarter 1996 sales of $116.3
million. Sales were higher than the third quarter of 1995 primarily as a result
of higher sales of the Company's MAX 7000 and MAX 9000 product families,
partially offset by reduced sales in the other product families, primarily
Classic. As compared to the second quarter of 1996, sales of the Company's newer
products, FLEX 8000, FLEX 10K and MAX 9000 showed an increase, offset by a
reduction in sales of the Company's older product families. Geographically, from
the second to the third quarter in 1996, there was no significant change in the
level of sales.
During the second and third quarters of 1996, improved availability of
the Company's products and slowing growth rates in end-markets resulted in a
rapidly changing business climate for the Company. At the end of the first
quarter of 1996, increased wafer supply from the Company's vendors and reduced
delivery lead times for many of the Company's products enabled customers to hold
less inventories and place orders for the Company's products on an as-needed
basis. This was a change from 1995 when wafer supplies were constrained and the
Company's customers held greater inventories and placed orders prior to
requested delivery dates in order to secure a supply of the Company's products.
Given the increased availability of the Company's products at the end
of the first quarter of 1996, end-customers started reducing their inventories
by purchasing significantly less product during the second quarter. As the sales
levels from the second to the third quarter of 1996 have remained the same,
management believes that the inventory reduction at the Company's end-customers
is nearing completion. Although management believes that most of the anticipated
correction has occurred, additional inventory adjustments at certain
end-customers may continue to occur through the fourth quarter of 1996.
Historically, semiconductor prices decline as products mature. New
product introductions from competitors may also cause pricing pressures. On
October 1, 1996, the Company announced a reduction in the book prices of the
FLEX 10K product family. On November 1, 1996, the prices for certain devices in
the MAX 9000 and FLEX 8000 product families were reduced. Management believes
that reduced prices may result in increased demand and strengthen the Company's
market share over the long term. However, in the short term, reduced prices will
8
<PAGE> 9
negatively affect the Company's sales growth and there can be no assurance that
increased demand and market share will be achieved.
Gross Margin. The gross margin percentage in the third quarter of 61.4%
was equal to the prior quarter, and slightly up from 60.7% in the same period a
year ago. The gross margin remained at approximately the same level as the prior
year and prior quarter, despite reductions in book prices and reduced
manufacturing activity. The Company reduced book prices on the MAX 7000 and FLEX
8000 product lines in the first and second quarters of 1996 and the FLEX 10K in
the first and third quarters of 1996. The gross margin was maintained as a
result of lower manufacturing costs resulting from improved yields, process
advancements, and lower wafer costs.
On October 1 and November 1, 1996, the Company announced reductions in
the book prices of the FLEX 10K, and the MAX 9000 and FLEX 8000 product
families, respectively. Management believes that manufacturing cost reductions,
improved manufacturing yields and lower wafer prices will mitigate the margin
impact of these price reductions. There can be no assurance that such costs
reductions will be achieved or maintained or that such price reductions will not
result in the deterioration of gross margins.
Although yields improved in 1996 as compared to the prior year, there
can be no assurances that recently achieved yield improvements will continue or
that yields will not deteriorate. The Company continues to spend significant
research and development resources to improve production yields on both new and
established products. Difficulties in production yields often occur in the
fabrication processes when the Company is beginning production of new products.
These difficulties can potentially result in significantly high costs and low
product availability. Management expects to continue to introduce new and
established products using new process technologies, and may encounter similar
start-up difficulties during the transition to such process technologies.
Further, production throughput times vary considerably among the Company's wafer
suppliers and the Company may experience delays from time to time in processing
some of its products which also result in higher costs and lower product
availability. In addition, gross margins may be negatively affected by lower
manufacturing volumes which result in manufacturing inefficiencies.
During the third quarter of 1996 the Company reduced wafer procurements
and inventories on hand decreased $11.7 million from $101.1 million at June 30,
1996 to $89.4 million at September 30, 1996. Management expects that inventory
levels may be further reduced during the fourth quarter due to reduced wafer
procurements.
Research and Development. Research and development expenditures were
$13.3 million for the quarter ended September 30, 1996, or $4.2 million higher
than the quarter ended a year
9
<PAGE> 10
ago, and up $2.0 million from the prior quarter. The research and development
expenditures include expenditures for headcount, prototype and pre-production
costs and development of process technology, development of software to support
new products and design environments, and development of new packages. The
increase in research and development expenditures compared to the quarter ended
a year ago reflects an overall increase in research and development activities
commensurate with the increase in product sales. The increase from the second to
the third quarter of 1996 is primarily associated with the transition of several
of the Company's newer products to more advanced process geometries, as well as
prototype and pre-production expenditures related to the MAX 7000S and MAX 9000
families.
Management of the Company expects to continue to make significant
investments in research and development. The Company is focusing its research
and development efforts on the development of programmable logic chips, related
development software and hardware, and advanced semiconductor wafer fabrication
processes. However, even if the Company accomplishes its goals for the
development of new products and manufacturing processes, there is no assurance
that these products will achieve market acceptance, that the new manufacturing
processes will be successful, or that the suppliers will provide the Company
with the quality or quantity of wafers and materials that the Company requires.
The Company must continue to develop and introduce new products in a timely
manner to counter the industry's historical trend of prices declining as
products mature.
Selling, General, and Administrative. Third quarter selling, general,
and administrative expenses of $20.6 million are equal to a year ago, and
decreased $2.0 million from the prior quarter. The decrease as compared to the
prior quarter is mainly attributable to a reduction in advertising and legal
expenses. Selling, general, and administrative expenses include commission and
incentive expenses, advertising and promotional expenditures, legal, and salary
expenses related to field sales, marketing, and administrative personnel.
The Company uses three methods to market its products: sales through
licensed domestic and foreign distributors, direct sales to electronics
manufacturers via independent sales representatives, and direct sales to
customers by Altera sales department personnel. The Company has approximately
twenty field sales offices. Approximately 85% percent of the Company's current
worldwide sales are made through distributors.
10
<PAGE> 11
Operating Income. Third quarter 1996 operating income of $37.7 million,
representing 32.3% of sales, was slightly lower than the third quarter of 1995
(33.8%), but consistent with the most recent prior quarter (32.3%). The decrease
in operating income on a percentage of revenue basis as compared to the prior
year is mainly attributed to an increase in research and development expenses in
1996.
Interest and Other Income. Interest income decreased during the last
nine months as compared to the same period in the prior year as a result of
decreased cash balances and lower yields. The Company's cash balance has
decreased since the beginning of 1996 as a result of a $57.1 million payment
made on a note payable to Taiwan Semiconductor Manufacturing Corporation
("TSMC"), a $42.1 million investment in Wafertech, LLC ("Wafertech"), a joint
venture company established to build a U.S.-based wafer fab, and $26.6 million
of capital expenditures. In addition, during 1996, management started investing
a larger portion of the Company's investment portfolio in tax exempt, rather
than taxable, investments, which resulted in lower pre-tax yields. During the
nine months ended September 30, 1996, interest income was partially offset by
interest expense of approximately $9.4 million related to the Convertible
Subordinated Notes issued in June 1995.
Income Taxes. The Company's provision for income taxes was 36% in 1996
compared to 37% in 1995. The decrease in the income tax rate is primarily due to
an increased amount of earned interest from tax exempt investments.
Future Results. Future operating results depend on the Company's
ability to develop, manufacture, and sell complicated semiconductor components
and complex software that offer customers greater value than products of
competing vendors. The Company's efforts in this regard may not be successful.
Also, a number of factors outside of the Company's control, including general
economic conditions and cycles in world markets, exchange rate fluctuations, or
a lack of growth in the Company's end markets could impact future results. The
Company is highly dependent upon subcontractors to manufacture silicon wafers
and perform assembly and testing services. Disruptions or adverse supply
conditions arising from market conditions, political strife, labor disruptions,
natural or man-made disasters, other factors, and normal process variations
could have a material adverse effect on the Company's future operating results.
Competitive break-throughs, and particularly competitive pricing could also
impact future operating results. Additionally, litigation relating to
competitive patents and intellectual property could have an adverse impact on
the Company's financial condition or operating results.
The Company owns more than 100 United States patents and has additional
pending United States patent applications on its semiconductor products. The
Company also has technology licensing agreements with AMD, Cypress
Semiconductor, Intel, and Texas Instruments giving the Company royalty-free
rights to design, manufacture, and package products using
11
<PAGE> 12
certain patents they control. Other companies have filed applications for, or
have been issued, other patents and may develop, or obtain proprietary rights
relating to, products or processes competitive with those of the Company. From
time to time the Company may find it desirable to obtain additional licenses
from the holders of patents relating to products or processes competitive with
those of the Company. Although its patents and patent applications may have
value in discouraging competitive entry into the Company's market segment and
the Company believes that its current licenses will assist it in developing
additional products, there can be no assurance that any additional patents will
be granted to the Company, that the Company's patents will provide meaningful
protection from competition, or that any additional products will be developed
based on any of the licenses that the Company currently holds. The Company
believes that its future success will depend primarily upon the technical
competence and creative skills of its personnel, rather than on its patents,
licenses, or other proprietary rights.
The Company, in the normal course of business, from time-to-time
receives and makes inquiries with respect to possible patent infringements. As a
result of inquiries received from companies, it may be necessary or desirable
for the Company to obtain additional licenses relating to one or more of its
current or future products. There can be no assurance that such additional
licenses could be obtained, and, if obtainable, could be obtained on conditions
that would not have a material adverse effect on the Company's operating
results. If the inquiring companies were to allege infringement of their
patents, as is the case in the Company's current litigation with two of its
competitors, there can be no assurance that any necessary licenses could be
obtained, and, if obtainable, that such licenses would be on terms or conditions
that would not have a material adverse effect on the Company. In addition, if
litigation were initiated, there can be no assurance that these companies would
not succeed in obtaining significant monetary damages or an injunction against
the manufacture and sale of one or more of the Company's product families. It
may be necessary or desirable for the Company to incur significant litigation
expenses to enforce its intellectual property rights.
Liquidity and Capital Resources
The Company's cash, cash equivalents and short-term investments
decreased by $79.6 million in the first nine months of 1996, from $365.2 million
at the end of 1995 to $285.6 million at September 30, 1996. The decrease is
mainly attributable to a $57.1 million deposit paid to TSMC for future wafer
capacity, a $42.1 million investment in Wafertech, $26.6 million of capital
expenditures, and a $4.3 million payment to repurchase 150,000 shares of the
Company's common stock. These cash outflows were partially offset by cash from
operating activities which were positive by $44.6 million, despite a $34.0
million increase in inventories.
12
<PAGE> 13
During the nine months ended September 30, 1996, the Company invested
approximately $26.6 million in property and equipment, mainly consisting of
computer and test equipment (approximately $11.1 million) and the construction
of the new corporate headquarters (approximately $11.3 million). The Company
expects to invest approximately $30 million of additional capital during the
fourth quarter of 1996, including approximately $20 million for the construction
of its corporate headquarters.
In June 1996, Altera finalized a joint venture agreement with TSMC and
several other partners to build and operate a U.S.-based wafer fab. Altera will
receive an 18% equity ownership in the joint venture company, called Wafertech,
in return for a $140.4 million investment. The investment is to be made in three
installments of which the first was made in June 1996 in the amount of $42.1
million. The remaining two installments amount to $42.1 million and $56.2
million, due in November 1996 and August 1997, respectively.
On July 15, 1996, the Board of Directors authorized the repurchase of
up to 2 million shares of the Company's common stock. During July, the Company
repurchased 150,000 shares of common stock for a total price of $4.3 million.
The Company believes that its cash, cash equivalents, and short-term
investments, combined with cash generated from ongoing operations, will be
adequate to finance the Company's operations, obligations under the joint
venture agreement, and capital investment needs for at least the next year.
Impact of Currency and Inflation. The Company purchases the majority of
its materials and services in U.S. Dollars, and most of its foreign sales are
transacted in U.S. dollars. However, Altera does have Yen denominated purchase
contracts with Sharp Corporation of Japan for processed silicon wafers. The
Company historically has engaged in a variety of foreign exchange hedging
strategies to mitigate the exposure from these Yen denominated purchases. This
hedging has included the purchase of forward contracts and the use of offsetting
Yen receipts. During 1996, the Company did not hold or purchase any forward Yen
contracts. Effects of inflation on Altera's financial results have not been
significant.
13
<PAGE> 14
Safe Harbor Notice
Except for the historical information disclosed in this Report on Form
10-Q, the statements contained in this Report constitute "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The Company's future results
of operations and the other forward looking statements contained in this Report
involve a number of risks and uncertainties, many of which are outside the
Company's control. Some of these risks and uncertainties are described in the
section of this Report entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and in the Company's Annual
Report on Form 10-K on file with the Securities and Exchange Commission. Other
factors that could cause actual results to differ materially from projected
results include but are not limited to risks associated with the Company's
dependence on third-party wafer suppliers, the Company's ability to achieve
continued cost reductions and maintain gross margins, market acceptance of and
demand for the Company's products, competition for and pressure on pricing of
the Company's products, changes in customer ordering patterns, litigation
involving intellectual property rights, development of new products and process
technology, and general market conditions.
14
<PAGE> 15
ALTERA CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED
SEPTEMBER 30, 1996
PART II
OTHER INFORMATION
15
<PAGE> 16
ITEM 1. LEGAL PROCEEDINGS.
In June 1993, Xilinx, Inc. ("Xilinx") brought suit against the Company
seeking monetary damages and injunctive relief based on the Company's alleged
infringement of certain patents held by Xilinx. In June 1993, the Company
brought suit against Xilinx, seeking monetary damages and injunctive relief
based on Xilinx's alleged infringement of certain patents held by the Company.
In April 1995, the Company filed a separate lawsuit against Xilinx in Delaware,
Xilinx's state of incorporation, seeking monetary damages and injunctive relief
based on Xilinx's alleged infringement of one of the Company's patents. In May
1995, Xilinx counterclaimed against the Company in Delaware, asserting defenses
and seeking monetary damages and injunctive relief based on the Company's
alleged infringement of certain patents held by Xilinx. A motion by Xilinx to
transfer the Delaware cases to California has been granted. The California
litigation is presently the subject of court-ordered mediation. Due to the
nature of the litigation with Xilinx and because the lawsuits are still in the
pre-trial stage, the Company's management cannot estimate the total expense, the
possible loss, if any, or the range of loss that may ultimately be incurred in
connection with the allegations. Management cannot ensure that Xilinx will not
succeed in obtaining significant monetary damages or an injunction against the
manufacture and sale of the Company's MAX 5000, MAX 7000, FLEX 8000, or MAX 9000
families of products, or succeed in invalidating any of the Company's patents.
Although no assurances can be given as to the results of these cases, based on
the present status, management does not believe that such results will have a
material adverse effect on the Company's financial condition or results of
operations.
In August 1994, Advanced Micro Devices ("AMD") brought suit against the
Company seeking monetary damages and injunctive relief based on the Company's
alleged infringement of certain patents held by AMD. In September, 1994 Altera
answered the complaint asserting that it is licensed to use the patents which
AMD claims are infringed and filed a counterclaim against AMD alleging
infringement of certain patents held by the Company. In a June, 1996 trial
bifurcated from the infringement claims, the Company prevailed in its defense
that it is licensed under some or all of the patents asserted by AMD in the
suit. A second phase of the bifurcated licensing trial will determine the
specific AMD patents which are covered by the license. Due to the nature of the
litigation with AMD, and because the infringement portion of the lawsuit is
still in the pre-trial stage, the Company's management cannot estimate the total
expense, the possible loss, if any, or the range of loss that may ultimately be
incurred in connection with the allegations. Management cannot ensure that AMD
will not succeed in obtaining significant monetary damages or an injunction
against the manufacture and sale of the Classic, MAX 5000, MAX 7000, FLEX 8000,
MAX 9000, FLEX 10K, and FLASHlogic product families, or succeed in invalidating
any of the Company's patents remaining in the suit. Although no assurances can
be given as to the results of this case, based on its present status, management
does not believe that such results will have a material adverse effect on the
Company's financial condition or results of operations.
16
<PAGE> 17
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11.1 Computation of earnings per share
27. Financial Data Schedule
(b) Reports on Form 8-K
None.
17
<PAGE> 18
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.
ALTERA CORPORATION
/s/Nathan Sarkisian
--------------------------------------
Nathan Sarkisian, Vice President
(duly authorized officer), and Chief
Financial Officer (principal financial
officer)
Date: November 11, 1996
18
<PAGE> 19
EXHIBIT INDEX
Exhibit No. Document
11.1 Computation of Earnings Per Share
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 11.1
ALTERA CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
PRIMARY:
Weighted average shares outstanding 43,654 43,429 43,660 43,271
Net effect of dilutive stock options 1,921 2,423 2,134 2,256
------- ------- ------- -------
Total 45,575 45,852 45,794 45,527
======= ======= ======= =======
Net income $24,118 $23,729 $79,823 $58,458
======= ======= ======= =======
Income per share $ 0.53 $ 0.52 $ 1.74 $ 1.28
======= ======= ======= =======
FULLY DILUTED:
Weighted average shares outstanding 43,654 43,430 43,660 43,271
Net effect of dilutive stock options 2,156 2,463 2,148 2,515
Assumed conversion of convertible subordinated 4,495 4,495 4,495 1,515
------- ------- ------- -------
notes
Total 50,305 50,388 50,303 47,301
------- ------- ------- -------
Net income $24,118 $23,729 $79,823 $58,458
Add:
Convertible subordinated notes interest, net 1,842 2,083 5,658 2,314
------- ------- ------- -------
of income taxes
Adjusted net income $25,960 $25,812 $85,481 $60,772
======= ======= ======= =======
Income per share $ 0.52 $ 0.51 $ 1.70 $ 1.29
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 66,885
<SECURITIES> 218,751
<RECEIVABLES> 54,282
<ALLOWANCES> 1,976
<INVENTORY> 89,429
<CURRENT-ASSETS> 475,568
<PP&E> 118,990
<DEPRECIATION> (47,984)
<TOTAL-ASSETS> 71,006
<CURRENT-LIABILITIES> 194,925
<BONDS> 230,000
0
0
<COMMON> 88,385
<OTHER-SE> 250,289
<TOTAL-LIABILITY-AND-EQUITY> 763,599
<SALES> 370,121
<TOTAL-REVENUES> 370,121
<CGS> 142,997
<TOTAL-COSTS> 142,997
<OTHER-EXPENSES> 103,658
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,403
<INCOME-PRETAX> 124,725
<INCOME-TAX> 44,902
<INCOME-CONTINUING> 79,823
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 79,823
<EPS-PRIMARY> 1.74
<EPS-DILUTED> 1.70
</TABLE>
