ACTEL CORP
10-Q, 1998-05-13
PRINTED CIRCUIT BOARDS
Previous: INTERSCIENCE COMPUTER CORP /CA/, NT 10-Q, 1998-05-13
Next: AMERICAN CENTURY INVESTMENT TRUST, 485BPOS, 1998-05-13


                    
                                  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 March 29, 1998

                                       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>
     Number  of  shares  of  Common  Stock  outstanding  as  of  May  12,  1998:
21,265,894.

<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1.       Financial Statements.

                                ACTEL CORPORATION

                        CONSOLIDATED STATEMENTS OF INCOME
               (unaudited, in thousands except per share amounts)

<TABLE>
<CAPTION>

                                                                                       Three Months Ended
                                                                            ----------------------------------------
                                                                              Mar. 29,      Mar. 30,      Dec. 28,
                                                                                1998          1997          1997
                                                                            ------------  ------------  ------------
<S>                                                                         <C>           <C>           <C>         
Net revenues............................................................    $     38,465  $     39,803  $     37,012
Costs and expenses:
   Cost of revenues.....................................................          15,785        16,439        15,287
   Research and development.............................................           7,250         6,547         6,816
   Selling, general, and administrative.................................          10,581        10,131        10,313
                                                                            ------------  ------------  ------------
         Total costs and expenses.......................................          33,616        33,117        32,416
                                                                            ------------  ------------  ------------
Income from operations..................................................           4,849         6,686         4,596
Interest income and other, net..........................................             544           340           530
                                                                            ------------  ------------  ------------
Income before tax provision.............................................           5,393         7,026         5,126
Tax provision...........................................................           1,780         2,495         1,744
                                                                            ------------  ------------  ------------
Net income..............................................................    $      3,613  $      4,531  $      3,382
                                                                            ============  ============  ============
Net income per share:
   Basic................................................................    $       0.17  $       0.24  $       0.16
                                                                            ============  ============  ============
   Diluted..............................................................    $       0.17  $       0.21  $       0.16
                                                                            ============  ============  ============
Shares used in computing net income per share:
   Basic................................................................          21,163        18,636        21,032
                                                                            ============  ============  ============
   Diluted..............................................................          21,864        22,082        21,623
                                                                            ============  ============  ============
</TABLE>

<PAGE>


                                ACTEL CORPORATION

                      CONSOLIDATED CONDENSED BALANCE SHEETS
              (unaudited unless otherwise indicated, in thousands)

<TABLE>
<CAPTION>
                                                                                            Mar. 29,      Dec. 28,
                                                                                              1998          1997
                                                                                          ------------  ------------
                                                                                                         (audited)
                                                      ASSETS
<S>                                                                                       <C>           <C>         
Current assets:
   Cash and cash equivalents...........................................................   $      6,421  $      7,763
   Short-term investments..............................................................         58,784        51,272
   Accounts receivable, net............................................................         21,186        25,135
   Inventories, net....................................................................         20,712        20,472
   Other current assets................................................................         24,039        22,621
                                                                                          ------------  ------------
         Total current assets..........................................................        131,142       127,263
Property and equipment, net............................................................         14,653        15,081
Investment in foundry..................................................................         10,680        10,680
Other assets, net......................................................................          6,837         6,970
                                                                                          ------------  ------------
                                                                                          $    163,312  $    159,994
                                                                                          ============  ============
</TABLE>

<TABLE>
<CAPTION>
                                       LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                                                       <C>           <C>         
Current liabilities:
   Accounts payable....................................................................   $      9,927  $     12,440
   Accrued salaries and employee benefits..............................................          3,125         4,718
   Other accrued liabilities...........................................................          5,036         2,898
   Deferred income.....................................................................         30,521        30,928
                                                                                          ------------  ------------
         Total current liabilities.....................................................         48,609        50,984

Shareholders' equity:
   Preferred stock.....................................................................             --            --
   Common stock........................................................................             21            21
   Additional paid-in capital..........................................................         88,066        85,965
   Retained earnings...................................................................         26,616        23,024
                                                                                          ------------  ------------
         Total shareholders' equity....................................................        114,703       109,010
                                                                                          ------------  ------------
                                                                                          $    163,312  $    159,994
                                                                                          ============  ============
</TABLE>

<PAGE>


                                ACTEL CORPORATION

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

<TABLE>
<CAPTION>
                                                                                              Three Months Ended
                                                                                          ------------  ------------
                                                                                            Mar. 29,      Mar. 30,
                                                                                              1998          1997
                                                                                          ------------  ------------
<S>                                                                                       <C>           <C>         
Operating activities:
   Net income..........................................................................   $      3,613  $      4,531
   Adjustments  to  reconcile  net  income  to net cash  provided  by  operating
     activities:
     Depreciation and amortization.....................................................          2,423         2,442
     Changes in operating assets and liabilities:
       Accounts receivable.............................................................          3,949         2,853
       Inventories.....................................................................           (240)        1,672
       Other current assets............................................................         (1,418)       (1,174)
       Accounts payable, accrued salaries, employee benefits,
         and other accrued liabilities.................................................         (1,968)       (4,934)
       Deferred income.................................................................           (407)         (320)
                                                                                          ------------  ------------
     Net cash provided by operating activities.........................................          5,952         5,070
                                                                                          ------------  ------------
Investing activities:
   Purchases of property and equipment.................................................         (1,776)       (1,124)
   Purchases of short-term investments.................................................        (53,882)      (30,859)
   Sales of short-term investments ....................................................         46,388        31,131
   Other assets........................................................................           (125)         (660)
                                                                                          ------------  ------------
     Net cash used in investing activities.............................................         (9,395)       (1,512)
                                                                                          ------------  ------------
Financing activities:
   Sale of common stock................................................................          2,101         1,582
                                                                                          ------------  ------------
     Net cash provided by financing activities.........................................          2,101         1,582
                                                                                          ------------  ------------
   Net increase in cash and cash equivalents...........................................         (1,342)        5,140
   Cash and cash equivalents, beginning of period......................................          7,763         3,543
                                                                                          ------------  ------------
   Cash and cash equivalents, end of period............................................   $      6,421  $      8,683
                                                                                          ============  ============
Supplemental  disclosures of cash flows  information and non-cash  investing and
   financing activities:
   Cash paid for taxes.................................................................             45         3,059
   Conversion of preferred stock.......................................................             --        18,147
</TABLE>

<PAGE>

                                ACTEL CORPORATION

          Notes To Consolidated Condensed Interim Financial Statements
                     (unaudited unless otherwise indicated)

1.       Basis of Presentation and Summary of Significant Accounting Policies

         The accompanying  unaudited consolidated condensed 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  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 interim financial statements should be read in conjunction with the
audited  financial  statements  included in the Company's  Annual Report on Form
10-K for the year ended December 28, 1997.

         The results of  operations  for the three  months ended March 29, 1998,
are not  necessarily  indicative  of results that may be expected for the entire
year ending January 3, 1999.

2.       Recent Accounting Pronouncements

         As of January 1, 1998,  the  Company  adopted  Statement  of  Financial
Accounting  Standards No. 130,  "Reporting  Comprehensive  Income" ("SFAS 130").
SFAS 130  establishes  new rules for the reporting and display of  comprehensive
income and its  components;  however,  the adoption of SFAS 130 had no impact on
the Company's net income or shareholders'  equity.  SFAS 130 requires unrealized
gains or losses on the Company's  available-for-sale  securities, which prior to
adoption were reported  separately in  shareholders'  equity,  to be included in
other   comprehensive   income.   No  amounts  have  been   reported  for  other
comprehensive income due to the immateriality of the amounts.

3.       Inventories

         Inventories consist of the following:
<TABLE>
<CAPTION>
                                                                                            Mar. 29,      Dec. 28,
                                                                                              1998          1997
                                                                                          ------------  ------------
                                                                                                         (audited)
<S>                                                                                       <C>           <C>         
Inventories:
    Purchased parts and raw materials..................................................   $      2,294  $      3,681
    Work-in-process....................................................................          7,839         8,438
    Finished goods.....................................................................         10,579         8,353
                                                                                          ------------  ------------
                                                                                          $     20,712  $     20,472
                                                                                          ============  ============
</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.

4.       Earnings Per Share

         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement No. 128, "Earnings per Share" ("SFAS 128"), which is applicable to all
financial  statements  issued for periods ending after December 15, 1997.  Under
SFAS 128,  the Company was  required to change the method it has used to compute
earnings  per  share and to  restate  all prior  periods.  The new  requirements
include a  calculation  of basic  earnings  per share,  from which the  dilutive
effect of stock options,  warrants,  and  convertible  debt are excluded;  and a
calculation of diluted earnings per share, which does not differ from previously
reported net income (loss) per share. The Company adopted the provisions of SFAS
128 beginning  with the  financial  statements  for the year ended  December 31,
1997,  and all share and per share  data for prior  periods  have been  adjusted
retroactively to comply with the new requirement.

         The  following  table sets forth the  computation  of basic and diluted
earnings per share:

<TABLE>
<CAPTION>
                                                                                              Three Months Ended
                                                                                            Mar. 29,      Mar. 30,
                                                                                              1998          1997
                                                                                          ------------  ------------
                                                                                          (in thousands, except per
                                                                                                share amounts)
<S>                                                                                       <C>           <C>         
Basic:
Average common shares outstanding......................................................         21,163        18,636
Shares used in computing net income per share..........................................         21,163        18,636
                                                                                          ============  ============
Net income.............................................................................   $      3,613  $      4,531
                                                                                          ============  ============
Net income per share...................................................................   $       0.17  $       0.24
                                                                                          ============  ============

Diluted:
Average common shares outstanding......................................................         21,163        18,636
Net effect of dilutive stock options and convertible preferred stock - based on the
   treasury stock method...............................................................            701         3,446
                                                                                          ------------  ------------
Shares used in computing net income per share..........................................         21,864        22,082
                                                                                          ============  ============
Net income.............................................................................   $      3,613  $      4,531
                                                                                          ============  ============
Net income per share...................................................................   $       0.17  $       0.21
                                                                                          ============  ============
</TABLE>

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.

Results of Operations

         Net Revenues

         Net revenues for the first  quarter of fiscal 1998 were $38.5  million,
which  represents an increase of 4% compared with the fourth quarter of 1997 and
a decline of 3% compared with the first quarter of 1997. The Company derives its
revenues primarily from the sale of field programmable gate arrays ("FPGAs").

         The sequential growth in quarterly net revenues resulted primarily from
an increase of 3% in unit sales of FPGAs  coupled  with an increase of 1% in the
overall selling price of FPGAs. Unit sales of the Company's new product families
(defined as ACT 3, XL, DX, RH, and MX) increased sequentially,  while unit sales
of the Company's mature product families  (defined as ACT 1 and ACT 2) was flat.
The  overall  average  selling  price  of the  Company's  new  product  families
increased  sequentially,  while the overall  average selling price of the mature
product families declined.

         The year-to-year  decline in quarterly net revenues resulted  primarily
from a decline of 13% in the overall average  selling price of FPGAs,  which was
partially  offset by an increase of 10% in FPGA unit sales.  The overall average
selling  price of the Company's  new and mature  product  families both declined
year-to-year.  Unit  sales  of the  Company's  new  product  families  increased
year-to-year, while unit sales of the mature product families declined.

         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. There can be no assurance that these efforts will be successful.

         Gross Margin

         Gross margin for the first  quarter of 1998 was 59.0% of net  revenues,
compared  with  58.7% for both the fourth  and first  quarter  of 1997.  A large
number of factors affect gross margins,  many of which improved during the first
quarter  of  1998  and  might  be  said  to  account  for  the   sequential  and
year-over-year improvement in quarterly gross margin. The Company believes these
were normal  improvements  made in the ordinary  course of business,  which were
mostly  offset  by  the  normal  manufacturing  efficiencies  and  lower  yields
associated with the ramping of new products. More specifically,  the Company has
begun ramping  production of its MX family of FPGAs, which had an adverse effect
on gross margin during the first quarter of 1998.

         As is typical in the semiconductor  industry,  margins on the Company's
products often decline as the average  selling prices of such products  decline.
The Company  seeks to offset margin  erosion by reducing  costs and by selling a
higher  percentage of new products,  which tend to have higher margins than more
mature products after satisfactory, sustainable yields are achieved. 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.  There can be no assurance  that these efforts will be successful.
The ability of the Company to shrink the die size of its FPGAs is  dependent  on
the availability of more advanced manufacturing processes. Because of the custom
steps involved in  manufacturing  antifuse-based  FPGAs,  the Company  typically
obtains access to new  manufacturing  processes later than its competitors using
standard manufacturing processes.

         With its customized antifuse manufacturing process requirements,  Actel
almost invariably experiences difficulties and delays in achieving satisfactory,
sustainable yields on new processes or at new foundries.  The Company introduced
the  first  members  of the MX  family  in the  fourth  quarter  of 1997  and is
currently  scheduled  to  introduce  new  members of the MX family and the first
members of the SX family in 1998.  Until  satisfactory  yields are  achieved  on
these new product  families,  they generally will be sold at lower gross margins
than Actel's mature product families.  Depending upon the rate at which sales of
these new products ramp (and the MX family is directed at high-volume users) and
the extent to which they displace mature products, the lower gross margins could
have a materially adverse effect on the Company's operating results.

         Research and Development

         Research and  development  expenditures  for the first  quarter of 1998
were $7.3 million, or 19% of net revenues, compared with $6.8 million, or 18% of
net revenues,  for the fourth  quarter of 1997 and $6.5  million,  or 16% of net
revenues,  for the first quarter of 1997. Research and development  expenditures
for the first quarter of 1998  increased by 6% compared with the fourth  quarter
of 1997 and by 11% compared with the first  quarter of 1997,  primarily due to a
heightened level of activity in support of new products.  The Company  currently
intends to boost its research  and  development  expenditures  in support of new
products. As a result, research and development  expenditures may again increase
as a percentage of net revenues.

         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 first quarter of
1998 were $10.6 million, or 27.5% of net revenues,  compared with $10.3 million,
or 27.9% of net revenues,  for the fourth quarter of 1997 and $10.1 million,  or
25% of net  revenues,  for the first  quarter  of 1997.  Selling,  general,  and
administrative  expenses for first quarter of 1998 increased by 3% compared with
the fourth  quarter of 1997,  but declined as a percentage  of the Company's net
revenues. Selling, general, and administrative expenses for the first quarter of
1998 increased by 4% compared with the first quarter of 1997, and increased as a
percentage of the Company's net revenues.  Selling,  general, and administrative
expenses  for the first  quarter  of 1998  increased  principally  because of an
increased level of sales and marketing activity in support of new products.  The
Company  currently  intends  to  continue  increasing  its sales  and  marketing
expenditures in support of new products. In addition,  the Company believes that
its legal  expenses will  increase as a percentage of net revenues,  principally
because of an  anticipated  escalation  in  spending  related  to the  Company's
continuing  litigation  with  QuickLogic  Corporation.  As  a  result,  selling,
general,  and  administrative  expenditures  may increase as a percentage of net
revenues.

         Tax Provision

         The  Company's  effective tax rate for the three months ended March 29,
1998,  was 33%.  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),  the benefits of research and development
credits and tax exempt income,  and  recognition of certain  deferred tax assets
subject to valuation allowances and R&D credits as of December 29, 1997.

         The  Company's  effective tax rate for the three months ended March 30,
1997, was 35.5%. This rate is higher than the effective tax for the three months
ended March 29, 1998,  primarily  because of the  reinstatement  of research and
development credits.

Liquidity and Capital Resources

         At the end of the first  quarter  of 1998,  the  Company's  cash,  cash
equivalents,  and short-term investments were $65.2 million, compared with $59.0
million at the beginning of fiscal 1998. The amount of cash,  cash  equivalents,
and short-term  investments  increased  principally  because of cash provided by
operations, including net income of $3.6 million and a reduction of $3.9 million
in net accounts receivable.

         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 fiscal 1998. 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  $5,000,000.  The agreement  contains  covenants  that
require  the  Company to  maintain  certain  financial  ratios and levels of net
worth.  As of May 12, 1998, the Company was in compliance with the covenants for
the line of credit.  Borrowings  against the line of credit bear interest at the
bank's prime rate.  There were no  borrowings  against the line of credit at May
12, 1998.  The line of credit,  which expires in May 1999,  may be terminated by
either party upon not less than thirty days' prior written notice.

         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,  and may consider raising  additional  capital on
terms  that are  acceptable  to the  Company.  There  can be no  assurance  that
additional capital will become available on acceptable terms.

Additional Quarterly Information

         The following table presents certain  unaudited  quarterly  results for
each of the eight quarters in the period ended March 29, 1998. 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 on Form 10-K for the year ended  December 28, 1997.
These quarterly operating results are not necessarily  indicative of the results
for any future period.

<PAGE>
<TABLE>
<CAPTION>

                                                                             Three Months Ended
                                         -------------------------------------------------------------------------------------------
                                          Mar. 29,   Dec. 28,   Sept. 28,   June 29,    Mar. 30,   Dec. 29,    Sept. 29   June 30,
                                            1998       1997        1997       1997        1997       1996        1996       1996
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
                                                             (unaudited, in thousands except per share amounts)
<S>                                      <C>         <C>        <C>         <C>         <C>        <C>         <C>        <C>       
Statements of Operations Data:
Net revenues..........................   $   38,465  $  37,012  $   38,220  $   40,823  $  39,803  $   39,027  $  38,014  $   36,694
Cost of revenue.......................       15,785     15,287      15,788      16,731     16,439      16,381     16,164      16,105
Gross profit..........................       22,680     21,725      22,432      24,092     23,364      22,646     21,850      20,589
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
Research and development..............        7,250      6,816       6,641       6,461      6,547       5,855      6,417       5,650
Selling, general, and administrative..       10,581     10,313      10,355      10,394     10,131      10,651      9,854       9,582
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
Income from operations................        4,849      4,596       5,436       7,237      6,686       6,140      5,579       5,357
Net income............................   $    3,613  $   3,382  $    3,921  $    4,934  $   4,531  $    4,153  $   3,905  $    3,606
Net income per share:
  Basic...............................   $     0.17  $    0.16  $     0.19  $     0.24  $    0.24  $     0.23  $    0.22  $     0.20
                                         ==========  =========  ==========  ==========  =========  ==========  =========  ==========
  Diluted.............................   $     0.17  $    0.16  $     0.18  $     0.23  $    0.21  $     0.19  $    0.18  $     0.17
                                         ==========  =========  ==========  ==========  =========  ==========  =========  ==========
Shares used in computing net income
per share:
  Basic...............................       21,163     21,032      20,956      20,834     18,636      17,971     17,890      17,761
                                         ==========  =========  ==========  ==========  =========  ==========  =========  ==========
  Diluted.............................       21,864     21,623      22,172      21,890     22,082      21,893     21,475      21,467
                                         ==========  =========  ==========  ==========  =========  ==========  =========  ==========

                                                                             Three Months Ended
                                         -------------------------------------------------------------------------------------------
                                          Mar. 29,   Dec. 28,   Sept. 28,   June 29,    Mar. 30,   Dec. 29,    Sept. 29   June 30,
                                            1998       1997        1997       1997        1997       1996        1996       1996
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
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......................       41.0        41.3       41.3        41.0       41.3        42.0       42.5        43.9
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
Gross margin..........................       59.0        58.7       58.7        59.0       58.7        58.0       57.5        56.1
Research and development..............       18.9        18.4       17.4        15.8       16.4        15.0       16.9        15.4
Selling, general, and administrative..       27.5        27.9       27.1        25.5       25.5        27.3       25.9        26.1
                                         ----------  ---------  ----------  ----------  ---------  ----------  ---------  ----------
Income from operations................       12.6        12.4       14.2        17.7       16.8        15.7       14.7        14.6
Net income............................        9.4         9.1       10.3        12.1       11.4        10.6       10.3         9.8
</TABLE>

<PAGE>

Year 2000 Compliance and Other Factors Affecting Future Operating Results

         Like most other  companies,  the year 2000 computer  issue creates risk
for the Company. If internal systems do not correctly recognize date information
when the year changes to 2000, there could be an adverse impact on the Company's
operations.  The Company has  initiated a  comprehensive  project to prepare its
computer systems for the year 2000 and plans to have changes to critical systems
completed by the first quarter of 1999 to allow time for testing. The Company is
also assessing the capability of its products sold to customers over a period of
years to handle the year 2000, but does not currently  believe there are product
issues. Management believes that the likelihood of a material adverse impact due
to problems  with  internal  systems or products sold to customers is remote and
expects that the cost of these  projects over the next two years will not have a
material effect on the Company's financial position or overall trends in results
of  operations.  The  Company  is also  developing  a plan to  contact  critical
suppliers of products and services to determine that the  suppliers'  operations
and the products  and services  they provide are year 2000 capable or to monitor
their  progress  toward year 2000  capability.  There can be no  assurance  that
another  company's  failure  to  ensure  year 2000  capability  will not have an
adverse effect on the Company.

         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 1997, 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:

                  None

         (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: May 13, 1998                       /s/ Henry L. Perret
                        --------------------------------------------------------
                                           Henry L. Perret
                                      Vice President of Finance
                                     and Chief Financial Officer
                                   (as principal financial officer
                                    and on behalf of Registrant)

<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              JAN-03-1999
<PERIOD-START>                                 DEC-29-1997
<PERIOD-END>                                   MAR-29-1998
<CASH>                                         6,641
<SECURITIES>                                   58,784
<RECEIVABLES>                                  23,493
<ALLOWANCES>                                   2,307
<INVENTORY>                                    20,712
<CURRENT-ASSETS>                               131,142
<PP&E>                                         42,088
<DEPRECIATION>                                 27,435
<TOTAL-ASSETS>                                 163,312
<CURRENT-LIABILITIES>                          48,609
<BONDS>                                        0
<COMMON>                                       88,083
                          0
                                    0
<OTHER-SE>                                     26,616
<TOTAL-LIABILITY-AND-EQUITY>                   163,312
<SALES>                                        38,465
<TOTAL-REVENUES>                               38,465
<CGS>                                          15,785
<TOTAL-COSTS>                                  33,616
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             544
<INCOME-PRETAX>                                5,393
<INCOME-TAX>                                   1,780
<INCOME-CONTINUING>                            3,613
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   3,613
<EPS-PRIMARY>                                  .17
<EPS-DILUTED>                                  .17
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission