UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-21970
---------------------------
ACTEL CORPORATION
(Exact name of Registrant as specified in its charter)
California 77-0097724
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
955 East Arques Avenue
Sunnyvale, California 94086-4533
(Address of principal executive (Zip Code)
offices)
(408) 739-1010
(Registrant's telephone number, including area code)
---------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Number of shares of Common Stock outstanding as of
August 10, 1996: 17,914,747
<PAGE>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
ACTEL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited, in thousands except per share amounts)
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- --------------------------
June 30, June 30,
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net revenues.............................................. $ 36,694 $ 26,611 $ 71,737 $ 46,129
Costs and expenses:
Cost of revenues....................................... 16,105 13,243 31,874 22,868
Research and development............................... 5,650 4,885 11,661 9,328
Selling, general, and administrative................... 9,582 6,904 17,890 12,271
In-process research and development.................... -- -- -- 16,600
------------ ------------ ------------ ------------
Total costs and expenses......................... 31,337 25,032 61,425 61,067
------------ ------------ ------------ ------------
Income (loss) from operations............................. 5,357 1,579 10,312 (14,938)
Interest income and other, net............................ 413 104 702 353
------------ ------------ ------------ ------------
Income (loss) before tax provision (benefit).............. 5,770 1,683 11,014 (14,585)
Tax provision (benefit)................................... 2,164 -- 4,131 (6,640)
============ ============ ============ ============
Net income (loss)......................................... $ 3,606 $ 1,683 $ 6,883 $ (7,945)
============ ============ ============ ============
Net income (loss) per share............................... $ 0.17 $ 0.08 $ 0.32 $ (0.46)
============ ============ ============ ============
Shares used in computing net income (loss) per share...... 21,467 20,581 21,288 17,246
============ ============ ============ ============
</TABLE>
See accompanying notes
2
<PAGE>
<TABLE>
ACTEL CORPORATION
CONSOLIDATED BALANCE SHEET
(unaudited, in thousands)
<CAPTION>
June 30, Dec. 31,
1996 1995
-------------- -------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents....................................................... $ 21,962 $ 17,691
Short-term investments.......................................................... -- 2,296
Accounts receivable, net........................................................ 16,945 17,805
Inventories..................................................................... 27,514 27,726
Other current assets............................................................ 14,402 12,401
-------------- -------------
Total current assets...................................................... 80,823 77,919
Property and equipment, net........................................................ 18,036 15,674
Investment in foundry.............................................................. 10,680 7,069
Other assets....................................................................... 5,607 6,457
-------------- -------------
$ 115,146 $ 107,119
============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................................ $ 10,093 $ 11,995
Accrued salaries and employee benefits.......................................... 4,152 3,108
Other accrued liabilities....................................................... 1,787 3,735
Deferred income................................................................. 21,646 19,148
Current portion of capital lease obligations.................................... -- 66
-------------- -------------
Total current liabilities................................................. 37,678 38,052
Commitments
Redeemable convertible preferred stock............................................. 18,147 18,147
Shareholders' equity:
Common Stock.................................................................... 18 18
Additional paid-in capital...................................................... 61,158 59,638
Accumulated deficit............................................................. (1,855) (8,736)
-------------- -------------
Total shareholders' equity................................................ 59,321 50,920
-------------- -------------
$ 115,146 $ 107,119
============== =============
</TABLE>
See accompanying notes
3
<PAGE>
<TABLE>
ACTEL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited, in thousands)
<CAPTION>
Six Months Ended
June 30,
-----------------------------
1996 1995
------------- -------------
<S> <C> <C>
Operating activities:
Net income (loss)............................................................... $ 6,883 $ (7,945)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Depreciation and amortization................................................. 2,870 1,867
In-process research and development........................................... -- 16,600
Changes in operating assets and liabilities:
Accounts receivable......................................................... 860 (4,045)
Inventories................................................................. 212 (275)
Other current assets........................................................ (2,001) 830
Accounts payable and accrued liabilities.................................... (2,806) 1,018
Deferred income............................................................. 2,498 4,663
------------- -------------
Net cash provided by operating activities....................................... 8,516 12,713
------------- -------------
Investing activities:
Purchase of TI FPGA business.................................................... -- (10,000)
Purchases of property and equipment............................................. (5,013) (4,923)
Sales and maturities of short-term investments.................................. 2,292 9,597
Investment in foundry........................................................... (3,611) (3,033)
Other assets.................................................................... 631 (6,425)
------------- -------------
Net cash used in investing activities........................................... (5,701) (14,784)
------------- -------------
Financing activities:
Sale of common stock, net of repurchases........................................ 1,522 856
Proceeds from line of credit.................................................... -- 4,500
Payments on line of credit...................................................... -- (4,500)
Principal payments under notes payable and capital lease obligations............ (66) (379)
------------- -------------
Net cash provided by financing activities....................................... 1,456 477
------------- -------------
Net increase (decrease) in cash and cash equivalents............................... 4,271 (1,594)
Cash and cash equivalents, beginning of period..................................... 17,691 7,314
------------- -------------
Cash and cash equivalents, end of period........................................... $ 21,962 $ 5,720
============= =============
Supplemental disclosures of cash flows information and non-cash investing and
financing activities:
Cash paid for interest.......................................................... $ 3 $ 38
Cash paid for taxes............................................................. 7,734 1,097
Preferred stock issued as partial consideration for the TI FPGA business, net of
estimated future issuance costs................................................. -- 18,147
</TABLE>
See accompanying notes
4
<PAGE>
ACTEL CORPORATION
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation and Summary of Significant Accounting Policies
The accompanying unaudited consolidated financial statements of Actel
Corporation (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these
financial statements do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included.
The Company uses a thirteen week quarter for quarterly financial
reporting. For ease of presentation, the accompanying quarterly financial
statements have been shown as ending on the last day of the calendar quarter.
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation. Certain reclassifications
have been made to prior year amounts in order to conform to the current
presentation.
The financial statements should be read in conjunction with the audited
financial statements included in the Company's Annual Report to Shareholders for
the year ended December 31, 1995. The results of operations for the six months
ended June 30, 1996, are not necessarily indicative of results that may be
expected for the entire year ending December 29, 1996.
2. Inventories
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30, Dec. 31,
1996 1995
------------ ------------
<S> <C> <C>
Inventories:
Purchased parts and raw materials................................. $ 1,277 $ 1,357
Work-in-process................................................... 18,470 18,326
Finished goods.................................................... 7,767 8,043
------------ ------------
$ 27,514 $ 27,726
============ ============
</TABLE>
Inventories are stated at the lower of cost (first-in, first-out) or
market (net realizable value). Given the volatility of the market for the
Company's products, the Company makes inventory provisions for potentially
excess and obsolete inventory based on backlog and forecast demand. However,
such backlog demand is subject to revisions, cancellations, and rescheduling.
Actual demand will inevitably differ from such backlog and forecast demand, and
such differences may be material to the financial statements. Excess inventory
increases handling costs and the risk of obsolescence, is a non-productive use
of capital resources, and delays realization of the price and performance
benefits associated with more advanced manufacturing processes.
5
<PAGE>
ACTEL CORPORATION
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
3. Provision for Taxes
The Company's effective tax rate for the six months ended June 30,
1996, was 37.5%. This rate is based on the estimated annual tax rate complying
with Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes." This rate differs from the federal statutory rate due primarily to state
income taxes (net of federal benefit) and recognition of certain deferred tax
assets subject to valuation allowances as of December 31, 1995.
4. Earnings Per Share
Earnings per common and common equivalent share as presented on the
face of the statements of income represent primary earnings per share. Dual
presentation of primary and fully diluted earnings per share has not been made
because the differences are insignificant.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Results of Operations
Net Revenues
The Company's net revenues for the second quarter of fiscal 1996 were
$36.7 million, which represents an increase of 5% compared with the Company's
net revenues for the first quarter of 1996 and an increase of 38% compared with
the Company's net revenues for the second quarter of 1995. Net revenues for the
first six months of fiscal 1996 were $71.7 million, which represents an increase
of 56% compared with the Company's net revenues for the first six months of
1995.
The sequential growth in quarterly net revenues resulted primarily from
a 14% increase in unit sales of field programmable gate arrays ("FPGAs") that
was partially offset by a decline of 8% in the overall average selling price of
FPGAs. Units sales of all product families except ACT 2 increased sequentially.
The overall average selling price of FPGAs declined sequentially principally
because of the migration by customers from ACT 2 products to XL products, which
have lower average selling prices.
The year-over-year growth in quarterly net revenues resulted primarily
from a 29% increase in FPGA units sales coupled with a 7% increase in the
overall average selling price of FPGAs. The year-over-year growth in six-month
net revenues resulted primarily from a 43% increase in FPGA unit sales coupled
with a 7% increase in the overall average selling price of FPGAs. Unit sales
increased principally because of new product sales and the Company's acquisition
during the first quarter of 1995 of the antifuse FPGA business of Texas
Instruments Incorporated ("TI"). The acquisition of TI's FPGA business had a
negative influence on net revenues for the first quarter of 1995 and a positive
effect on net revenues for subsequent quarters. Accordingly, the year-over-year
growth rates in net revenues are not indicative of future results.
As is typical in the semiconductor industry, the average selling prices
of the Company's products generally decline over the lives of such products. To
increase revenues, the Company seeks to increase unit sales of existing
products, principally by reducing prices, and to introduce and sell new
products. No assurance can be given that these efforts will be successful.
Gross Margin
Gross margin for the second quarter of 1996 was 56% of net revenues,
compared with 55% of net revenues for the first quarter of 1996 and 50% of net
revenues for the second quarter of 1995. Gross margin for the first six months
of 1996 was 56% of net revenues, compared with 50% of net revenues for the first
six months of 1995.
The sequential improvement in gross margin resulted primarily from
improved manufacturing yields and the generation of an increased percentage of
net revenues from sales of the Company's new product families, which command
higher margins. The Company's gross margin for the second quarter of 1996 was
also benefited from appreciation in the value of the United States dollar versus
the Japanese yen, in which some of the Company's wafer purchases are
denominated.
7
<PAGE>
The year-over-year improvement in gross margin resulted primarily from
the Company's acquisition of TI's FPGA business, which has positively influenced
the Company's net revenues and overall average selling price. The Company's
gross margin for 1996 also benefited from the generation of an increased
percentage of net revenues from sales of the Company's newer ACT 3, XL, and DX
product families, which command higher margins than the Company's older ACT 1
and ACT 2 product families.
As is typical in the semiconductor industry, margins on the Company's
products generally decline as the average selling prices of such products
decline. The Company seeks to offset margin erosion by selling a higher
percentage of new products, which tend to have higher margins than more mature
products, and by reducing costs. The Company seeks to reduce costs by improving
wafer yields, negotiating price reductions with suppliers, increasing the level
and efficiency of its testing and packaging operations, achieving economies of
scale by means of higher production levels, and increasing the number of die
produced per wafer by shrinking the die size of its products. No assurance can
be given that these efforts will be successful. The capability of the Company to
shrink the die size of its FPGAs is dependent on the availability of more
advanced manufacturing processes. Due to the custom steps involved in
manufacturing antifuse FPGAs, the Company typically obtains access to new
manufacturing processes later than its competitors using standard manufacturing
processes.
Research and Development
Research and development expenditures for the second quarter of 1996
were $5.7 million, or 15% of net revenues, compared with $6.0 million, or 17% of
net revenues, for the first quarter of 1996 and $4.9 million, or 18% of net
revenues, for the second quarter of 1995. The sequential decline in research and
development spending resulted primarily from the timing of certain expenditures.
Research and development expenditures for the first six months of 1996 were
$11.7 million, or 16% of net revenues, compared with $9.3 million, or 20% of net
revenues, for the first six months of 1995. While research and development
expenditures for the first six months of 1996 increased by 25% compared with the
first six months of 1995, research and development expenditures declined as a
percentage of net revenues due to the expanded scope of the Company's
operations. The Company currently intends to boost the level of its research and
development expenditures over the next several quarters to accelerate the
introduction of new products. Research and development expenditures may increase
as a percentage of net revenues for any or all of such quarters.
The Company's research and development consists of circuit design,
software development, and process technology activities. The Company believes
that continued substantial investment in research and development is critical to
maintaining a strong technological position in the industry and, therefore,
expects to continue increasing its research and development expenditures. Since
the Company's antifuse FPGAs are manufactured using a customized process, the
Company's research and development expenditures will probably always be higher
as a percentage of net revenues than that of its major competitors.
Selling, General, and Administrative
Selling, general, and administrative expenses for the second quarter of
1996 were $9.6 million, or 26% of net revenues, compared with $8.3 million, or
24% of net revenues, for the first quarter of 1996 and $6.9 million, or 26% of
net revenues, for the second quarter of 1995. The sequential increase in the
8
<PAGE>
rate of selling, general, and administrative spending resulted primarily from an
increased level of sales and marketing activities in support of new products.
Selling, general, and administrative expenditures for the first six months of
1996 were $17.9 million, or 25% of net revenues, compared with $12.3 million, or
27% of net revenues, for the first six months of 1995. This year-over-year
decline in the rate of selling, general, and administrative spending resulted
primarily from economies of scale. The Company currently intends to continue its
heightened level of sales and marketing activity in support of new products over
the next several quarters. Selling, general, and administrative expenditures may
increase as a percentage of net revenues for any or all of such quarters.
Tax Provision
The Company's effective tax rate for the three and six months ended
June 30, 1996, was 37.5%. This rate is based on the estimated annual tax rate
complying with Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes." This rate differs from the federal statutory rate due
primarily to state income taxes (net of federal benefit) and the recognition of
certain deferred tax assets subject to valuation allowances as of December 31,
1995.
For the six months ended June 30, 1995, the Company recorded a credit
for income taxes related to the realization of deferred tax assets previously
subject to valuation allowances.
Liquidity and Capital Resources
At the end of the first six months of 1996, the Company's cash, cash
equivalents, and short-term investments were $22.0 million, compared with $20.0
million at the beginning of 1996. The amount of cash, cash equivalents, and
short-term investments increased principally because of cash provided by
operations, including net income.
The Company believes that existing cash, cash equivalents, and short
term investments, together with cash from operations, will be sufficient to meet
its cash requirements for 1996. A portion of available cash may be used for
investment in or acquisition of complementary businesses, products, or
technologies.
The Company made a payment of approximately $3 million to Chartered
Semiconductor Manufacturing Pte Ltd ("Chartered Semiconductor") in January 1996,
the final installment of an approximately $10 million equity investment in
Chartered Semiconductor. The Company currently has no material financial
obligations to its current wafer suppliers. However, wafer manufacturers are
increasingly demanding financial support from customers in the form of equity
investments and advance purchase price deposits, which in some cases are
substantial. Should the Company require additional capacity, it may be required
to incur significant expenditures to secure such capacity.
The Company believes that the availability of adequate financial
resources is a substantial competitive factor. To take advantage of
opportunities as they arise, or to withstand adverse business conditions should
they occur, it may become prudent or necessary for the Company to raise
additional capital. The Company intends to continue monitoring the availability
and cost of potential capital resources, including equity, debt, and off-balance
sheet financing arrangements, with a view toward raising additional capital on
terms that are acceptable to the Company. No assurance can be given that
additional capital will become available on acceptable terms.
9
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------------------------------------------------------------
Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sep. 30,
1996 1996 1995 1995 1995 1995 1994 1994
---------- --------- ---------- --------- ---------- --------- ---------- ----------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net revenues.......................... $ 36,694 $ 35,043 $ 32,553 $ 29,834 $ 26,611 $ 19,518 $ 20,732 $ 20,222
Cost of revenues...................... 16,105 15,769 15,234 14,416 13,243 9,624 9,308 8,890
---------- --------- ---------- --------- ---------- --------- ---------- ----------
Gross profit.......................... 20,589 19,274 17,319 15,418 13,368 9,894 11,424 11,332
Research and development.............. 5,650 6,011 5,802 5,430 4,885 4,443 3,752 3,777
Selling, general, and administrative.. 9,582 8,308 7,849 7,244 6,904 5,367 5,180 5,079
In-process research and development (1) -- -- -- -- -- 16,600 -- --
---------- --------- ---------- --------- ---------- --------- ---------- ----------
Income (loss) from operations......... 5,357 4,955 3,688 2,744 1,579 (16,516) 2,492 2,476
Net income (loss)..................... $ 3,606 $ 3,277 $ 3,878 $ 2,935 $ 1,683 $ (9,628) $ 2,306 $ 2,222
Net income (loss) per share........... $ 0.17 $ 0.16 $ 0.19 $ 0.14 $ 0.08 $ (0.56) $ 0.13 $ 0.13
========== ========= ========== ========= ========== ========= ========== ==========
Shares used in computing net income
(loss) per share.................... 21,467 21,068 20,808 21,082 20,581 17,200 17,562 17,577
========== ========= ========== ========= ========== ========= ========== ==========
<CAPTION>
Three Months Ended
-------------------------------------------------------------------------------------------
Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, Dec. 31, Sep. 30,
1996 1996 1995 1995 1995 1995 1994 1994
---------- --------- ---------- --------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As a Percentage of Net Revenues:
Net revenues.......................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues...................... 43.9 45.0 46.8 48.3 49.8 49.3 44.9 44.0
---------- --------- ---------- --------- ---------- --------- ---------- ----------
Gross margin.......................... 56.1 55.0 53.2 51.7 50.2 50.7 55.1 56.0
Research and development.............. 15.4 17.2 17.8 18.2 18.4 22.8 18.1 18.7
Selling, general, and administrative.. 26.1 23.7 24.1 24.3 25.9 27.5 25.0 25.1
In-process research and development (1) -- -- -- -- -- 85.0 -- --
---------- --------- ---------- --------- ---------- --------- ---------- ----------
Income (loss) from operations......... 14.6 14.1 11.3 9.2 5.9 (84.6) 12.0 12.2
Net income (loss)..................... 9.8 9.4 11.9 9.8 6.3 (49.3) 11.1 11.0
- --------------------------------------------
<FN>
(1) Represents a charge incurred in connection with the Company's acquisition of TI's FPGA business.
</FN>
</TABLE>
10
<PAGE>
Additional Quarterly Information
The table above presents certain unaudited quarterly results for each
of the eight quarters in the period ended June 30, 1996. In the opinion of
management, all necessary adjustments (consisting only of normal recurring
accruals) have been included in the amounts stated below to present fairly the
unaudited quarterly results when read in conjunction with the audited
consolidated financial statements of the Company and notes thereto included in
the Company's Annual Report to Shareholders for the year ended December 31,
1995. These quarterly operating results are not necessarily indicative of the
results for any future period.
Factors Affecting Future Operating Results
The Company's operating results are subject to general economic
conditions and a variety of risks characteristic of the semiconductor industry
(including booking and shipment uncertainties, wafer supply fluctuations, and
price erosion) or specific to the Company, any of which could cause the
Company's operating results to differ materially from past results. For a
discussion of such risks, see "Risk Factors" in Part I of the Company's Annual
Report on Form 10-K for 1995, which is incorporated herein by this reference.
PART II -- OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of the Company held on May 16,
1996, at the principal executive offices of the Company in Sunnyvale,
California, the Company's shareholders: (a) elected directors to serve until the
next Annual Meeting of Shareholders and until their successors are elected; (b)
approved certain amendments to the Company's 1986 Incentive Stock Option Plan
("Plan"); and (c) ratified the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 29, 1996.
The vote for nominated directors was as follows:
<TABLE>
<CAPTION>
Nominee For Withheld Broker Nonvotes
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John C. East 12,421,424 16,978 0
Keith B. Geeslin 12,422,041 16,361 0
Jos C. Henkens 12,313,041 125,361 0
Frederic N. Schwettmann 12,422,041 16,361 0
Robert G. Spencer 12,422,041 16,361 0
</TABLE>
The vote on the Plan amendments (increasing the number of shares of
Common Stock reserved for issuance under the Plan (i) in 1996 by 885,781, or 5%
of the shares of the Company's Common Stock issued and outstanding on March 18,
1996, and (ii) in each subsequent year during the term of such Plan by 5% of the
shares of the Company's Common Stock issued and outstanding on the last day of
the immediately preceding fiscal year) was as follows:
11
<PAGE>
<TABLE>
<CAPTION>
For Against Abstain Broker Nonvotes
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5,638,319 2,219,631 459,931 4,120,521
</TABLE>
The vote for ratifying the appointment of Ernst & Young LLP was as
follows:
<TABLE>
<CAPTION>
For Against Abstain Broker Nonvotes
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
12,404,472 18,327 15,603 0
</TABLE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following exhibits are filed as part of, or incorporated by
reference into, this Quarterly Report on Form 10-Q:
11. Statement re computation of per share earnings
(b) Reports on Form 8-K
None
SIGNATURE
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.
ACTEL CORPORATION
Date: August 13, 1996 /s/ David M. Sugishita
---------------------------------------
David M. Sugishita
Senior Vice President of Finance
and Chief Financial Officer
(as principal financial officer
and on behalf of Registrant)
12
<TABLE>
Exhibit 11
ACTEL CORPORATION
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(unaudited, in thousands except per share amounts)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- --------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Primary:
Average common shares outstanding......................... 17,761 17,293 17,714 17,246
Convertible preferred stock............................... 2,632 2,632 2,632 --
Net effect of dilutive stock options and warrants......... 1,074 656 942 --
------------ ------------ ------------ ------------
Shares used in computing net income (loss) per share...... 21,467 20,581 21,288 17,246
============ ============ ============ ============
Net income (loss)......................................... $ 3,606 $ 1,683 $ 6,883 $ (7,945)
============ ============ ============ ============
Net income (loss) per share............................... $ 0.17 $ 0.08 $ 0.32 $ (0.46)
============ ============ ============ ============
Fully diluted:
Average common shares outstanding......................... 17,761 17,293 17,714 17,246
Convertible preferred stock............................... 2,632 2,632 2,632 --
Net effect of dilutive stock options and warrants......... 1,115 734 1,137 --
------------ ------------ ------------ ------------
Shares used in computing net income (loss) per share...... 21,508 20,659 21,483 17,246
============ ============ ============ ============
Net income (loss)......................................... $ 3,606 $ 1,683 $ 6,883 $ (7,945)
============ ============ ============ ============
Net income (loss) per share............................... $ 0.17 $ 0.08 $ 0.32 $ (0.46)
============ ============ ============ ============
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 21,962
<SECURITIES> 0
<RECEIVABLES> 18,919
<ALLOWANCES> (1,974)
<INVENTORY> 27,514
<CURRENT-ASSETS> 80,823
<PP&E> 34,478
<DEPRECIATION> (16,442)
<TOTAL-ASSETS> 115,146
<CURRENT-LIABILITIES> 37,678
<BONDS> 0
<COMMON> 18,147
0
61,176
<OTHER-SE> (1,855)
<TOTAL-LIABILITY-AND-EQUITY> 115,146
<SALES> 36,694
<TOTAL-REVENUES> 36,694
<CGS> 16,105
<TOTAL-COSTS> 16,105
<OTHER-EXPENSES> 15,232
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 413
<INCOME-PRETAX> 5,770
<INCOME-TAX> 2,164
<INCOME-CONTINUING> 3,606
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,606
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
