ACTEL CORP
10-Q, 1997-11-12
PRINTED CIRCUIT BOARDS
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                                  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 September 28, 1997

                                       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 offices)                (Zip Code)

                                 (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

<PAGE>

                         PART I -- FINANCIAL INFORMATION

Item 1.       Condensed Financial Statements.

                                ACTEL CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (unaudited, in thousands except per share amounts)
<TABLE>
<CAPTION>
                                                           Three Months Ended                 Nine Months Ended
                                                ----------------------------------------  --------------------------
                                                 Sept. 28,     Sept. 29,      June 29,     Sept. 28,     Sept. 29,
                                                    1997          1996          1997          1997          1996
                                                ------------  ------------  ------------  ------------  ------------
<S>                                             <C>           <C>           <C>           <C>           <C>         

Net revenues................................    $     38,220  $     38,014  $     40,823  $    118,846  $    109,751
Costs and expenses:
   Cost of revenues.........................          15,788        16,164        16,731        48,957        48,040
   Research and development.................           6,641         6,417         6,461        19,649        18,078
   Selling, general, and administrative.....          10,355         9,854        10,394        30,881        27,743
                                                ------------  ------------  ------------  ------------  ------------
         Total costs and expenses...........          32,784        32,435        33,586        99,487        93,861
                                                ------------  ------------  ------------  ------------  ------------
Income from operations......................           5,436         5,579         7,237        19,359        15,890
Interest income and other, net..............             559           338           413         1,312         1,040
                                                ------------  ------------  ------------  ------------  ------------
Income before tax provision.................           5,995         5,917         7,650        20,671        16,930
Tax provision...............................           2,074         2,012         2,716         7,285         6,142
                                                ------------  ------------  ------------  ------------  ------------
Net income..................................    $      3,921  $      3,905  $      4,934  $     13,386  $     10,788
                                                ============  ============  ============  ============  ============
Net income per share........................    $       0.18  $       0.18  $       0.23  $       0.61  $       0.51
                                                ============  ============  ============  ============  ============

Shares used in computing net income per share         21,475        21,890        22,050        21,351        22,172
                                                ============  ============  ============  ============  ============
</TABLE>

<PAGE>

                                ACTEL CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                           Sept. 28,      Dec. 29,
                                                                                              1997          1996
                                                                                          ------------  ------------
                                                                                               (1)           (2)
<S>                                                                                       <C>           <C>         
                                     ASSETS
Current assets:
   Cash and cash equivalents...........................................................   $      9,994  $      3,543
   Short-term investments..............................................................         43,888        25,626
   Accounts receivable, net............................................................         21,541        29,495
   Inventories.........................................................................         23,071        26,848
   Other current assets................................................................         20,071        19,093
                                                                                          ------------  ------------
         Total current assets..........................................................        118,565       104,605
Property and equipment, net............................................................         15,401        15,973
Investment in Chartered Semiconductor..................................................         10,680        10,680
Other assets...........................................................................          4,818         5,454
                                                                                          ------------  ------------
                                                                                          $    149,464  $    136,712
                                                                                          ============  ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable....................................................................   $     11,987  $      9,933
   Accrued salaries and employee benefits..............................................          4,217         5,967
   Other accrued liabilities...........................................................            252         5,922
   Deferred income.....................................................................         28,366        27,386
         Total current liabilities.....................................................         44,822        49,208

Commitments
Redeemable convertible preferred stock.................................................             --        18,147

Shareholders' equity:
   Common stock........................................................................          1,172            18
   Additional paid-in capital..........................................................         83,878        63,133
   Accumulated earnings................................................................         19,592         6,206
                                                                                          ------------  ------------
         Total shareholders' equity....................................................        104,642        69,357
                                                                                          ------------  ------------
                                                                                          $    149,464  $    136,712
                                                                                          ============  ============

- ---------------------------------------
<FN>

(1)      Unaudited.

(2)      Derived from the audited financial statements at December 29, 1996, but
         does  not  include  all  the  information  and  footnotes  required  by
         generally  accepted   accounting   principles  for  complete  financial
         statements.
</FN>
</TABLE>


<PAGE>

                                ACTEL CORPORATION

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                            (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                                             Nine Months Ended
                                                                                       -----------------------------
                                                                                         Sept. 28,       Sept. 29,
                                                                                            1997           1996
                                                                                       --------------  -------------
<S>                                                                                    <C>             <C>          
Operating activities:
   Net income .....................................................................    $      13,386   $      10,788
   Adjustments  to  reconcile  net  income  to net cash  provided  by  operating
     activities:
     Depreciation and amortization.................................................            5,926           4,518
     Changes in operating assets and liabilities:
       Accounts receivable.........................................................            7,954          (5,611)
       Inventories.................................................................            3,777             817
       Deferred income taxes.......................................................             (144)             --
       Other current assets........................................................             (834)         (2,920)
       Accounts payable and accrued liabilities....................................           (5,366)         (2,432)
       Deferred income.............................................................              980           4,533
                                                                                       --------------  -------------
     Net cash provided by operating activities.....................................           25,679           9,693
                                                                                       --------------  -------------
Investing activities:
   Purchases of property and equipment.............................................           (4,696)         (4,093)
   Purchases, sales and maturities of short-term investments, net..................          (18,263)         (2,729)
   Investment in Chartered Semiconductor...........................................               --          (3,611)
   Other assets....................................................................              (21)            407
                                                                                       --------------  -------------
       Net cash used in investing activities.......................................          (22,980)        (10,026)
                                                                                       --------------  -------------
Financing activities:
   Sale of common stock, net of repurchases........................................            3,752           2,600
   Principal payments under notes payable and capital lease obligations............               --             (66)
                                                                                       --------------  -------------
       Net cash provided by financing activities...................................            3,752           2,534
                                                                                       --------------  -------------
   Net increase in cash and cash equivalents.......................................            6,451           2,201
   Cash and cash equivalents, beginning of period..................................            3,543          17,691
                                                                                       --------------  -------------
   Cash and cash equivalents, end of period........................................    $       9,994   $      19,892
                                                                                       ==============  =============
Supplemental  disclosures of cash flows  information and non-cash  investing and
   financing activities:
   Cash paid for interest..........................................................    $          --   $           3
   Cash paid for taxes.............................................................           12,460          10,687
   Conversion of preferred stock...................................................           18,147              --
</TABLE>

<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  adjustments)  considered  necessary for a fair presentation have been
included.


         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.


         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 29, 1996. The results of operations for the nine months
ended September 28, 1997, are not necessarily  indicative of results that may be
expected for the entire year ending December 28, 1997.

2.       Inventories

         Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                                           Sept. 28,      Dec. 29,
                                                                                              1997          1996
                                                                                       --------------  -------------
<S>                                                                                    <C>             <C>          
 Inventories:
    Purchased parts and raw materials..................................................$        1,827  $       1,792
    Work-in-process....................................................................        14,825         17,080
    Finished goods.....................................................................         6,419          7,976
                                                                                       --------------  -------------
                                                                                       $       23,071  $      26,848
                                                                                       ==============  =============
</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.

3.       Provision for Taxes

         The Company's  effective  tax rate for the nine months ended  September
28,  1997,  was  35.2%.  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 September 28,
1997.

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.  Net
income per common and common  equivalent  share is based on the weighted average
common  shares  outstanding  and dilutive  common  equivalent  shares (using the
treasury stock or modified  treasury stock method,  whichever  applies).  Common
equivalent  shares  include stock options and warrants  when  appropriate.  Dual
presentation  of primary and fully diluted  earnings per share has not been made
because the differences are insignificant.

         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement  No. 128,  "Earnings  per  Share",  which is required to be adopted by
December  31,  1997.  At that time,  the Company  will be required to change the
method  currently  used to compute  earnings  per share and to restate all prior
periods.  Under the new requirements for calculating primary earnings per share,
the dilutive effect of stock options will be excluded. The impact is expected to
result in an increase in primary earnings per share for the third quarters ended
September 28, 1997, and September 29, 1996, of $ .01 and $.04, respectively, and
for the nine months  ended on such dates of $ .05 and $ .10,  respectively.  The
impact of Statement No. 128 on the  calculation  of fully  diluted  earnings per
share for these quarters is not expected to be material.

5.       Conversion of Preferred Stock

         On March 12, 1997, Texas Instruments  Incorporated converted all of the
outstanding  shares of Series A Preferred Stock into 2,631,578  shares of Common
Stock.

<PAGE>

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

         This Quarterly Report on Form 10-Q contains forward-looking  statements
that involve risks and  uncertainties.  The Company's  actual results may differ
significantly  from the results  discussed in such  forward-looking  statements.
Factors  that might  cause such a  difference  include,  but are not limited to,
those discussed under the caption "Factors Affecting Future Operating Results."

Results of Operations

         Net Revenues

         The  Company's  net revenues for the third  quarter of fiscal 1997 were
$38.2 million,  which represents a decline of 6% compared with the Company's net
revenues for the second  quarter of 1997 and an increase of 1% compared with the
Company's net revenues for the third quarter of 1996. Net revenues for the first
nine months of fiscal 1997 were $118.8 million,  which represents an increase of
8% compared with the Company's net revenues for the first nine months of 1996.

         The  sequential  decline in quarterly net revenues  resulted  primarily
from a 12% decline in unit sales of field  programmable  gate  arrays  ("FPGAs")
that was offset by an  increase of 6% in the overall  average  selling  price of
FPGAs. Unit sales of the Company's mature product families (defined as ACT 1 and
ACT 2) and new product families  (defined as ACT 3, XL, DX and RH) both declined
sequentially,  while the overall average  selling price of the Company's  mature
and new product families both increased sequentially.

         The year-over-year  growth in quarterly net revenues resulted primarily
from a 5% increase in the overall average selling price of FPGAs that was offset
by a 4% decline in unit  sales.  The  year-over-year  growth in  nine-month  net
revenues  resulted  primarily from a 9% increase in the overall  average selling
price of FPGAs that was offset by a 1% decline in FPGA unit  sales.  The overall
average selling price of FPGAs increased  year-over-year  principally because of
proportionately  greater  unit  shipments  of new  products,  which tend to have
higher average selling prices.

         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 third  quarter of 1997 was 58.7% of net  revenues,
compared with 59.0% of net revenues for the second  quarter of 1997 and 57.5% of
net  revenues  for the third  quarter of 1996.  Gross  margin for the first nine
months of 1997 was 58.8% of net  revenues,  compared  with 56.2% of net revenues
for the first nine months of 1996.

         The  sequential  decline  in gross  margin  resulted  primarily  from a
decline  in the  proportion  of net  revenues  from sales of the  Company's  new
product families, which generally command higher margins.

         The year-over-year improvement in quarterly and nine-month gross margin
resulted  primarily  from  improved   manufacturing  yields.  The  Company  also
benefited from  appreciation in the value of the United States dollar versus the
Japanese yen.

         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 third  quarter of 1997
were $6.6 million, or 17% of net revenues, compared with $6.5 million, or 16% of
net revenues,  for the second  quarter of 1997 and $6.4  million,  or 17% of net
revenues,  for the third quarter of 1996. The Company may 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 again  increase as a percentage of net revenues for any or all
of such quarters.

         Research and development expenditures for the first nine months of 1997
were $19.7 million, or 17% of net revenues,  compared with $18.1 million, or 16%
of net  revenues,  for the  first  nine  months  of  1996.  While  research  and
development  expenditures  for the first  nine  months of 1997  increased  by 9%
compared  with  the  first  nine  months  of  1996,   research  and  development
expenditures as a percentage of net revenues grew by only 1% due to the expanded
scope of the Company's operations.

         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 third quarter of
1997 were $10.4 million, or 27% of net revenues, compared with $10.4 million, or
25% of net revenues,  for the second quarter of 1997 and $9.9 million, or 26% of
net  revenues,   for  the  third  quarter  of  1996.   Selling,   general,   and
administrative  expenditures  for the  first  nine  months  of 1997  were  $30.9
million,  or 26% of net  revenues,  compared with $27.7  million,  or 25% of net
revenues,  for the first nine months of 1996. The Company  currently  intends to
boost its level of sales and marketing  activity in support of new products over
the next several quarters. Selling, general, and administrative expenditures may
again 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 nine months ended
September 28, 1997, was 34.6% and 35.2%, respectively. 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),  federal  research and  development  credits,  and the  recognition of
certain deferred tax assets subject to valuation  allowances as of September 28,
1997.

Liquidity and Capital Resources

         At the end of the first nine months of 1997, the Company's  cash,  cash
equivalents,  and short-term investments were $53.9 million, compared with $29.2
million at the  beginning of 1997.  The amount of cash,  cash  equivalents,  and
short-term  investments  increased principally because of net income and reduced
accounts receivable and inventories.

         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 1997.  A portion of  available  cash may be used for
investment  in  or  acquisition  of  complementary   businesses,   products,  or
technologies.

         The  Company  has a  line  of  credit  with a bank  that  provides  for
borrowings  not to exceed  $10,000,000.  The agreement  contains  covenants that
require  the  Company to  maintain  certain  financial  ratios and levels of net
worth.  As of  September  28,  1997,  the  Company  was in  compliance  with the
covenants  for the line of credit.  Borrowing  against  the line of credit  bear
interest at the bank's prime rate. There were no borrowings  against the line of
credit at September 28, 1997. The line of credit, which expires in May 1998, may
be  terminated  by either  party upon not less than thirty  day's prior  written
notice.

         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,  and may consider 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.

Additional Unaudited Quarterly Information

         The following table presents certain  unaudited  quarterly  results for
each of the eight  quarters  in the period  ended  September  28,  1997.  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 29,
1996. These quarterly  operating  results are not necessarily  indicative of the
results for any future period.

<PAGE>

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                         -------------------------------------------------------------------------------------------
                                         Sept. 28,   June 29,    Mar. 30,   Dec. 29,   Sept. 29,   June 30,    Mar. 31,   Dec. 31,
                                            1997       1997        1997       1996        1996       1996        1996       1995
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
Unaudited                                                    (unaudited, in thousands except per share amounts)
<S>                                      <C>         <C>        <C>         <C>         <C>        <C>         <C>        <C>       
Statements of Operations Data:
Net revenues..........................   $   38,220  $  40,823  $   39,803  $   39,027  $  38,014  $   36,694  $  35,043  $   32,553
Cost of revenues......................       15,788     16,731      16,439      16,381     16,164      16,105     15,769      15,234
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
Gross profit..........................       22,432     24,092      23,364      22,646     21,850      20,589     19,274      17,319
Research and development..............        6,641      6,461       6,547       5,855      6,417       5,650      6,011       5,802
Selling, general, and administrative..       10,355     10,394      10,131      10,651      9,854       9,582      8,308       7,849
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
Income from operations................        5,436      7,237       6,686       6,140      5,579       5,357      4,955       3,668
Net income............................   $    3,921  $   4,934  $    4,531  $    4,153  $   3,905  $    3,606 $    3,277  $    3,878
Net income per share..................   $     0.18  $    0.23  $     0.21  $     0.19  $    0.18  $     0.17 $     0.16  $     0.19
                                         ==========  =========  ==========  ==========  =========  ==========  =========  ==========
Shares used in computing net income
  per share...........................       22,172     21,890      22,082      21,893     21,475      21,467     21,068      20,808
                                         ==========  =========  ==========  ==========  =========  ==========  =========  ==========

                                                                             Three Months Ended
                                         -------------------------------------------------------------------------------------------
                                         Sept. 28,   June 29,    Mar. 30,   Dec. 29,   Sept. 29,   June 30,    Mar. 31,   Dec. 31,
                                            1997       1997        1997       1996        1996       1996        1996       1995
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
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......................      41.3         41.0       41.3        42.0       42.5        43.9       45.0        46.8
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
Gross margin..........................      58.7         59.0       58.7        58.0       57.5        56.1       55.0        53.2
Research and development..............      17.4         15.8       16.4        15.0       16.9        15.4       17.2        17.8
Selling, general, and administrative..      27.1         25.5       25.5        27.3       25.9        26.1       23.7        24.1
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
Income from operations................      14.2         17.7       16.8        15.7       14.7        14.6       14.1        11.3
Net income............................      10.3         12.1       11.4        10.6       10.3         9.8        9.4        11.9
</TABLE>

<PAGE>

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 1996, which is incorporated herein by this reference.

                          PART II -- OTHER INFORMATION

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: November 12, 1997                  /s/ Henry L. Perret
                        --------------------------------------------------------
                                           Henry L. Perret
                                      Vice President of Finance
                                     and Chief Financial Officer
                                   (as principal financial officer
                                    and on behalf of Registrant)



                                                                      Exhibit 11

                                ACTEL CORPORATION

                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
               (unaudited, in thousands except per share amounts)


<TABLE>
<CAPTION>
                                                                  Three Months Ended          Nine Months Ended
                                                              -------------------------   -------------------------
                                                               Sept. 28,     Sept. 29,     Sept. 28,     Sept. 29,
                                                                  1997          1996          1997          1996
                                                              -----------   -----------   -----------   -----------
<S>                                                           <C>           <C>           <C>           <C>        
Primary:

Average weighted common shares outstanding................         20,956        17,889        20,150        17,778

Net effect of dilutive stock options, warrants and
   convertible preferred stock - based on the treasury
   stock method using average market price................          1,216         3,586         1,900         3,573
                                                              -----------   -----------   -----------   -----------
Shares used in computing net income per share.............         22,172        21,475        22,050        21,351
                                                              ===========   ===========   ===========   ===========
Net income ...............................................    $     3,921   $     3,905   $    13,386   $    10,788
                                                              ===========   ===========   ===========   ===========
Net income per share......................................    $      0.18   $      0.18   $      0.61   $      0.51
                                                              ===========   ===========   ===========   ===========

Fully diluted:

Average weighted common shares outstanding................         20,956        17,889        20,150        17,778

Net effect of dilutive stock options, warrants, and
   convertible preferred stock - based on the treasury
   stock method...........................................          1,216         3,866         1,900         3,845
                                                              -----------   -----------   -----------   -----------
Shares used in computing net income per share.............         22,172        21,755        22,050        21,623
                                                              ===========   ===========   ===========   ===========
Net income................................................    $     3,921   $     3,905   $    13,386   $    10,788
                                                              ===========   ===========   ===========   ===========
Net income per share......................................    $      0.18   $      0.18   $      0.61   $      0.50
                                                              ===========   ===========   ===========   ===========
</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-28-1997
<PERIOD-START>                                 DEC-29-1996
<PERIOD-END>                                   SEP-28-1997
<CASH>                                         9,994
<SECURITIES>                                   43,888
<RECEIVABLES>                                  24,423
<ALLOWANCES>                                   2,882
<INVENTORY>                                    23,011
<CURRENT-ASSETS>                               118,565
<PP&E>                                         38,621
<DEPRECIATION>                                 23,220
<TOTAL-ASSETS>                                 149,464
<CURRENT-LIABILITIES>                          44,822
<BONDS>                                        0
<COMMON>                                       83,878
                          0
                                    0
<OTHER-SE>                                     19,592
<TOTAL-LIABILITY-AND-EQUITY>                   149,464
<SALES>                                        118,846
<TOTAL-REVENUES>                               118,846
<CGS>                                          48,957
<TOTAL-COSTS>                                  48,957
<OTHER-EXPENSES>                               50,530
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             1,312
<INCOME-PRETAX>                                20,671
<INCOME-TAX>                                   7,285
<INCOME-CONTINUING>                            13,386
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   13,386
<EPS-PRIMARY>                                  .61
<EPS-DILUTED>                                  .61
        

</TABLE>


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