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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 October 5, 2003
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-21970
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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.)
2061 Stierlin Court
Mountain View, California 94043-4655
(Address of principal executive offices) (Zip Code)
(650) 318-4200
(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
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
Number of shares of Common Stock outstanding as of November 18, 2003:
25,356,520.
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
ACTEL CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(unaudited, in thousands, except per share amounts)
Three Months Ended Nine Months Ended
-------------------------------------- ------------------------
Oct. 5, Oct. 6, Jul. 6, Oct. 5, Oct. 6,
2003 2002 2003 2003 2002
---------- ---------- ---------- ---------- ----------
Net revenues................................... $ 38,405 $ 32,912 $ 36,609 $ 109,355 $ 100,265
Costs and expenses:
Cost of revenues............................ 15,086 13,683 14,584 44,399 39,423
Research and development.................... 10,234 9,575 9,851 29,598 29,214
Selling, general, and administrative........ 10,457 10,560 11,070 32,559 32,307
Amortization of acquisition-related
intangibles............................... 663 681 663 2,007 2,043
---------- ---------- ---------- ---------- ----------
Total costs and expenses.............. 36,440 34,499 36,168 108,563 102,987
---------- ---------- ---------- ---------- ----------
Income (loss) from operations.................. 1,965 (1,587) 441 792 (2,722)
Interest income and other, net of expense...... 754 1,371 724 2,470 4,672
Gain (loss) on sales and write-downs of
equity investments.......................... - - 91 91 (1,133)
---------- ---------- ---------- ---------- ----------
Income (loss) before tax (benefit) provision... 2,719 (216) 1,256 3,353 817
Tax (benefit) provision........................ 436 (1,323) (130) (547) (1,089)
---------- ---------- ---------- ---------- ----------
Net income..................................... $ 2,283 $ 1,107 $ 1,386 $ 3,900 $ 1,906
========== ========== ========== ========== ==========
Net income per share:
Basic....................................... $ 0.09 $ 0.05 $ 0.06 $ 0.16 $ 0.08
========== ========== ========== ========== ==========
Diluted..................................... $ 0.08 $ 0.04 $ 0.05 $ 0.15 $ 0.08
========== ========== ========== ========== ==========
Shares used in computing net income per share:
Basic....................................... 25,005 24,531 24,550 24,631 24,361
========== ========== ========== ========== ==========
Diluted..................................... 27,101 24,959 25,776 25,974 25,399
========== ========== ========== ========== ==========
See Notes to Unaudited Consolidated Condensed Financial Statements
ACTEL CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
Oct.5, Jan.5,
2003 2003*
----------- ----------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents........................................................... $ 15,526 $ 18,207
Short-term investments.............................................................. 133,579 115,622
Accounts receivable, net............................................................ 14,819 17,615
Inventories, net.................................................................... 33,318 34,591
Deferred income taxes............................................................... 23,654 28,054
Prepaid expenses and other current assets........................................... 4,895 4,968
---------- ----------
Total current assets.......................................................... 225,791 219,057
Property and equipment, net............................................................ 18,188 16,204
Goodwill, net.......................................................................... 32,142 32,142
Other assets, net...................................................................... 25,443 25,918
---------- ----------
$ 301,564 $ 293,321
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................................... $ 8,316 $ 11,500
Accrued salaries and employee benefits.............................................. 5,072 7,280
Other accrued liabilities........................................................... 3,515 3,879
Deferred income on shipments to distributors........................................ 21,526 26,459
---------- ----------
Total current liabilities..................................................... 38,429 49,118
Deferred compensation plan liability................................................... 2,433 1,889
Deferred rent liability................................................................ 625 -
---------- ----------
Total liabilities............................................................. 41,487 51,007
Commitments and contingencies
Shareholders' equity:
Common stock........................................................................ 25 24
Additional paid-in capital.......................................................... 182,426 168,428
Retained earnings .................................................................. 77,190 73,290
Unearned compensation cost ......................................................... (78) (179)
Accumulated other comprehensive income ............................................. 514 751
---------- ----------
Total shareholders' equity.................................................... 260,077 242,314
---------- ----------
$ 301,564 $ 293,321
========== ==========
* Derived from the consolidated audited financial statements included in our
report on Form 10-K for the fiscal year ended January 5, 2003.
See Notes to Unaudited Consolidated Condensed Financial Statements
ACTEL CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Nine Months Ended
------------------------
Oct. 5, Oct. 6,
2003 2002
---------- ----------
Operating activities:
Net income......................................................................... $ 3,900 $ 1,906
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization................................................... 7,594 7,520
Amortization of deferred compensation........................................... 101 101
Changes in operating assets and liabilities:
Accounts receivable.......................................................... 2,796 (2,908)
Inventories.................................................................. 1,273 882
Income tax receivable........................................................ 4,944 129
Prepaid expenses and other current assets.................................... (519) (540)
Accounts payable, accrued salaries and employee benefits, and other accrued
liabilities.............................................................. (5,977) (4,933)
Deferred income on shipments to distributors................................. (4,933) 185
---------- ----------
Net cash provided by operating activities.......................................... 9,179 2,342
Investing activities:
Purchases of property and equipment................................................ (7,571) (6,286)
Purchases of available-for-sale securities......................................... (126,789) (128,899)
Sales and maturities of available for sale securities.............................. 108,438 129,203
Changes in other long term assets.................................................. 64 606
---------- ----------
Net cash used in investing activities.............................................. (25,858) (5,376)
Financing activities:
Repurchases of common stock........................................................ - (3,334)
Issuance of common stock issuance under employee stock plans....................... 13,998 7,036
---------- ----------
Net cash provided by financing activities.......................................... 13,998 3,702
Net increase (decrease) in cash and cash equivalents................................... (2,681) 668
---------- ----------
Cash and cash equivalents, beginning of period......................................... 18,207 7,912
---------- ----------
Cash and cash equivalents, end of period............................................... $ 15,526 $ 8,580
========== ==========
Supplemental disclosures of cash flow information and non-cash investing and
financing activities:
Cash received during the period for taxes, net......................................... $ 4,622 $ 275
See Notes to Unaudited Consolidated Condensed Financial Statements
ACTEL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation and Summary of Significant Accounting Policies
The accompanying unaudited consolidated condensed financial statements of
Actel Corporation 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.
Actel Corporation and its consolidated subsidiaries are referred to as
"we," "us," or "our." Management's Discussion and Analysis of Financial
Condition and Results of Operations is based upon our unaudited consolidated
condensed financial statements, which have been prepared in accordance with
accounting principles for interim financial statements generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues, and expenses and the related disclosure of contingent assets and
liabilities. The United States Securities and Exchange Commission (SEC) has
defined the most critical accounting policies as those that are most important
to the portrayal of an issuer's financial condition and results of operations
and require management to make the most difficult and subjective judgments,
often as a result of the need to make estimates on matters that are inherently
uncertain. Based upon this definition, our most critical policies currently
include: inventories; intangible assets; goodwill; income taxes; and legal
matters. We base our estimates on historical experience and on various other
assumptions that we believe are reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ materially from these estimates. We also have other key accounting
policies, such as policies for revenue recognition and accounts receivable.
These other policies either do not generally require us to make estimates and
judgments that are as difficult or as subjective, or are less likely to have a
material impact on our financial condition or results of operations for a given
period. For further information regarding all of these policies, as well as the
estimates and judgments involved, see our Annual Report on Form 10-K for the
year ended January 5, 2003 (2002 Form 10-K).
We have updated our critical accounting policy related to inventories
during the quarter ended October 5, 2003. During the third quarter of fiscal
year 2003 we modified inventory valuation policies to properly account for last
time buy type inventory purchases. During the third quarter of 2003, we made a
last time buy of certain inventory from one of our wafer suppliers for
approximately $1.0 million. We plan to make additional last time buys from this
and another wafer supplier in the fourth quarter of 2003. These last time buys
are being made because these wafer suppliers are shutting down the fabrication
facilities used to produce these products (migrating to more modern
manufacturing processes) and we would not have enough product to continue to
support our customers for the foreseeable future without making large last time
buys from these suppliers. As this inventory was not acquired to meet the
current demand, we did not believe the application of our current inventory
write down policy was appropriate, and a discrete write down policy was
established for inventory purchased in last time buy transactions. These unique
transactions and the related inventory are excluded from the standard excess and
obsolescence write down policy that is discussed in our 2002 Form 10-K.
Inventory purchased in last time buy transactions will be evaluated on an
ongoing basis for indications of excess or obsolescence based on rates of actual
sell through; expected future demand for those products; and any other
qualitative factors that may indicate the existence of excess or obsolete
inventory.
Beginning in the second quarter of 2003, we no longer consider our policy
related to impairment of investments in other companies to be a critical
accounting policy because our investments in other companies are not material.
ACTEL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
No other significant changes to critical accounting policies or to the
related estimates and judgments involved in applying these policies have been
made since January 4, 2003.
The unaudited consolidated condensed financial statements include our
accounts and the accounts of our wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated on consolidation.
The interim financial statements should be read in conjunction with the audited
financial statements included in our 2002 Form 10-K. The results of operations
for the quarter or nine months ended October 5, 2003, are not necessarily
indicative of results that may be expected for the entire fiscal year, which
ends January 4, 2004.
Stock Based Compensation
In December 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure an Amendment of FASB
Statement No. 123." SFAS No. 148 provides alternative methods of transition for
companies making a voluntary change to fair value-based accounting for
stock-based employee compensation. We continue to account for our stock option
plans under the intrinsic value recognition and measurement principles of
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees," and related FASB Interpretations (FINs). Effective for interim
periods beginning after December 15, 2002, SFAS No. 148 also requires disclosure
of pro-forma results on a quarterly basis as if the company had applied the fair
value recognition provisions of SFAS No. 123.
As the exercise price of all options granted under our stock option plans
was equal to the market price of the underlying common stock on the grant date,
no stock-based employee compensation cost, other than acquisition-related
compensation, is recognized in net income. The following table illustrates the
effect on net income and earnings per share if we had applied the fair value
recognition provisions of SFAS No. 123, as amended, to options granted under our
stock option plans and Employee Stock Purchase Plan. For purposes of this
pro-forma disclosure, the estimated value of the options is amortized ratably to
expense over the options' vesting periods. Because the estimated value is
determined as of the date of grant, the actual value ultimately realized by the
employee may be significantly different.
ACTEL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The pro forma information is as follows:
Three Months Ended Nine Months Ended
-------------------------------------- ------------------------
Oct. 5, Oct. 6, Jul. 6, Oct. 5, Oct. 6,
2003 2002 2003 2003 2002
---------- ---------- ---------- ---------- ----------
(unaudited, in thousands except per share amounts)
Reported amounts under intrinsic value method:
Stock based employee compensation cost,
net of related tax, included in net income. $ 34 $ 34 $ 33 $ 101 $ 101
Net income.................................... $ 2,283 $ 1,107 $ 1,386 $ 3,900 $ 1,906
Earnings per share:
Basic...................................... $ 0.09 $ 0.05 $ 0.06 $ 0.16 $ 0.08
Diluted.................................... $ 0.08 $ 0.04 $ 0.05 $ 0.15 $ 0.08
Pro Forma amounts under fair value method:
Pro Forma stock based employee compensation
cost, net of related tax................... $ 2,017 $ 4,747 $ 3,466 $ 9,062 $ 13,142
Pro forma net income (loss)................... $ 266 $ (3,640) $ (2,080) $ (5,162) $ (11,236)
Pro forma earnings per share:
Basic...................................... $ 0.01 $ (0.15) $ (0.08) $ (0.21) $ (0.46)
Diluted.................................... $ 0.01 $ (0.15) $ (0.08) $ (0.21) $ (0.46)
The pro forma information for the quarter ended July 6, 2003, has been
adjusted to reflect the correction of previously calculated pro forma tax
benefits from non qualified stock options and pro forma compensation cost
related to our employee stock purchase plan. The adjustments resulted in pro
forma net loss for the quarter of $(0.08) per basic and diluted share, compared
with the previously reported pro forma net loss of $(0.11) per basic and diluted
share. Applying the corrections to the amounts previously calculated for the
2001 and 2002 fiscal years, pro forma net loss was reduced by $2.9 million for
2001 and by $1.9 million for 2002. This results in pro forma net loss of $(0.71)
per basic and diluted share for 2001 and $(0.72) per basic and diluted share for
2002. The previously reported pro forma net loss was $(0.83) per basic and
diluted share for 2001 and $(0.80) per basic and diluted share for 2002. The
corrections are limited to footnote disclosure under SFAS Nos. 123 and 148 of
non-cash pro forma compensation expense and do not change or have any impact on
our historically reported statements of income, balance sheets, or statements of
cash flows.
SFAS No. 123 requires the use of option pricing models that were not
developed for use in valuing employee stock options. The Black-Scholes
option-pricing model was developed for use in estimating the fair value of
short-lived exchange traded options that have no vesting restrictions and are
fully transferable. In addition, option-pricing models require the input of
highly subjective assumptions, including the option's expected life and the
price volatility of the underlying stock. Because our employee stock options
have characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, in our opinion the existing models do not necessarily
provide a reliable single measure of the fair value of employee stock options.
ACTEL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. Impact of Recently Issued Accounting Standards
In January 2003, the Financial Accounting Standards Board (FASB) issued FIN
No. 46, "Consolidation of Variable Interest Entities," an interpretation of
Accounting Research Bulletin (ARB) No. 51, "Consolidated Financial Statements."
FIN No. 46 establishes accounting guidance for consolidation of a variable
interest entity (VIE). A VIE is an entity in which the voting equity investors
do not have a controlling financial interest, or the equity investment at risk
is insufficient to finance the entity's activities without receiving additional
subordinated financial support from the other parties. FIN No. 46 applies to any
business enterprise, either public or private, that has a controlling interest,
contractual relationship, or other business relationship with a VIE. FIN No. 46
provides guidance for determining when an entity, the Primary Beneficiary,
should consolidate another entity, a VIE that functions to support the
activities of the Primary Beneficiary. For arrangements entered into with VIEs
created prior to January 31, 2003, the provisions of FIN 46 were originally
effective as of the beginning of the three months ended September 27, 2003,
however, the FASB subsequently delayed the effective date of this provision
until the first interim or annual period ending after December 15, 2003. The
provisions of FIN 46 were effective immediately for all arrangements entered
into with new VIEs created after January 31, 2003. We believe that we do not
currently have any contractual relationship or other business relationship with
a VIE entered into after January 31, 2003 and therefore the adoption of FIN No.
46 will not have any effect on our consolidated financial position or results of
operations when fully adopted.
In May, 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 requires that certain financial instruments which under previous
guidance were accounted for as equity, must now be accounted for as liabilities.
The financial instruments affected include mandatory redeemable stock, certain
financial instruments that require or may require the issuer to buy back some of
its shares in exchange for cash or other assets and certain obligations that can
be settled with shares of stock. SFAS No. 150 is effective for all financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. We believe that we do not currently have any financial instruments that
would be subject to the provisions of SFAS No. 150 and therefore the adoption of
SFAS No. 150 will not have any effect on our consolidated financial position or
results of operations.
3. Goodwill and Other Acquisition-Related Intangibles
During 1999 and 2000, we completed the acquisitions of AutoGate Logic, Inc.
(AGL), Prosys Technology, Inc., and GateField Corporation (GateField), resulting
in a significant amount of goodwill and identified intangible assets. At October
5 and January 5, 2003, we had $32.1 million of net goodwill. At the beginning of
2002, we adopted SFAS No. 142, "Goodwill and Other Intangible Assets," which
addresses the financial accounting and reporting standards for goodwill and
other intangible assets subsequent to their acquisition. This standard requires
that goodwill no longer be amortized, and instead be tested for impairment
annually or more frequently if certain events or changes in circumstances
indicate that the carrying value may not be recoverable. We completed our annual
goodwill impairments tests as of January 5, 2003, and noted no impairment. Our
next annual impairment test will be performed in the fourth quarter of 2003. No
indicators of impairment were present during the three and nine months ended
October 5, 2003.
ACTEL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
At October 5, 2003, we have definite lived intangible assets arising
from our acquisitions of AGL, Prosys Technology, Inc., and GateField with a net
book value of $5.2 million, which are being amortized on a straight line basis
over their estimated lives. In accordance with SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," we recognize impairment losses on
long-lived assets when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the net book
value of those assets. The impairment loss, if any, is measured by comparing the
fair value of the asset to its carrying value. Fair value is based on discounted
cash flows using present value techniques identified in SFAS No. 144. No
indicators of impairment were present during the three months ended October 5,
2003.
We made no acquisitions of intangible assets during the third quarter of
2003. Identified intangible assets as of October 5, 2003, consisted of the
following:
Gross Accumulated
Assets Amortization Net
----------- ------------- -----------
(unaudited, in thousands)
Acquisition-related developed technology................................ $ 11,454 $ (6,970) $ 4,484
Other acquisition-related intangibles................................... 2,600 (1,931) 669
Acquired patents........................................................ 516 (432) 84
----------- ------------ -----------
Total identified intangible assets............................. $ 14,570 $ (9,333) $ 5,237
=========== ============ ===========
Identified intangible assets as of January 5, 2003, consisted of the following:
Gross Accumulated
Assets Amortization Net
----------- ------------- -----------
(unaudited, in thousands)
Acquisition-related developed technology................................ $ 11,454 $ (5,253) $ 6,201
Other acquisition-related intangibles................................... 2,600 (1,681) 919
Acquired patents........................................................ 516 (392) 124
----------- ------------ -----------
Total identified intangible assets............................. $ 14,570 $ (7,326) $ 7,244
=========== ============ ===========
All of our identified intangible assets are subject to amortization.
Amortization of identified intangibles included the following:
Three Months Ended Nine Months Ended
-------------------------------------- ------------------------
Oct. 5, Oct. 6, Jul. 6, Oct. 5, Oct. 6,
2003 2002 2003 2003 2002
---------- ---------- ---------- ---------- ----------
(unaudited, in thousands)
Acquisition-related developed technology.... $ 573 $ 572 $ 573 $ 1,717 $ 1,716
Other acquisition-related intangibles....... 83 83 83 250 249
Acquired patents............................ 7 26 7 40 78
---------- ---------- ---------- ---------- ----------
Total amortization expense......... $ 663 $ 681 $ 663 $ 2,007 $ 2,043
========== ========== ========== ========== ==========
Based on the carrying value of identified intangible assets recorded at October
5, 2003, and assuming no subsequent impairment of the underlying assets or
acquisition of other identified intangible assets, the annual amortization
expense is expected to be $2.7 million for 2003, $2.7 million for 2004, $1.9
million for 2005, and none thereafter.
ACTEL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
4. Inventories
Inventories consist of the following:
Oct. 5, Jan. 5,
2003 2003
---------- ----------
(in thousands)
Inventories: (unaudited)
Purchased parts and raw materials................................................... $ 4,319 $ 4,066
Work-in-process..................................................................... 24,681 26,484
Finished goods...................................................................... 4,318 4,041
---------- ----------
$ 33,318 $ 34,591
========== ==========
Inventory is stated at the lower of cost (first-in, first-out) or market (net
realizable value). We believe that a certain level of inventory must be carried
to maintain an adequate supply of product for customers. This inventory level
may vary based upon orders received from customers or internal forecasts of
demand for products. Other considerations in determining inventory levels
include the stage of products in the product life cycle, design win activity,
manufacturing lead times, customer demand, strategic relationships with
foundries, "last time buy" inventory purchases, and competitive situations in
the marketplace. Should any of these factors have a result other than
anticipated, inventory levels and gross margins may be adversely affected.
We write down our inventory for estimated obsolescence or unmarketable inventory
equal to the difference between the cost of inventory and the estimated
realizable value based upon assumptions about future demand and market
conditions. To address this difficult, subjective, and complex area of judgment,
we apply a methodology that includes assumptions and estimates to arrive at the
net realizable value. First, we identify any inventory that has been previously
reserved in prior periods. This inventory remains reserved until sold,
destroyed, or otherwise dispositioned. Second, our quality assurance personnel
examine inventory line items that may have some form of obsolescence due to
non-conformance with electrical or mechanical standards. Third, we assess the
inventory not otherwise identified to be reserved against product history and
forecasted demand, typically nine months. Finally, the result of this
methodology is analyzed by us in light of the product life cycle, design win
activity, and competitive situations in the marketplace to derive an outlook for
consumption of the inventory and the appropriateness of the resulting inventory
levels. If actual future demand or market conditions are less favorable than
those we have projected, additional inventory write-downs may be required.
ACTEL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share in accordance with SFAS No. 128, "Earnings per Share":
Three Months Ended Nine Months Ended
-------------------------------------- ------------------------
Oct. 5, Oct. 6, Jul. 6, Oct. 5, Oct. 6,
2003 2002 2003 2003 2002
---------- ---------- ---------- ---------- ----------
(unaudited, in thousands except per share amounts)
Basic:
Average common shares outstanding........... 25,005 24,531 24,550 24,631 24,361
Shares used in computing net income per
share...................................... 25,005 24,531 24,550 24,631 24,361
========== ========== ========== ========== ==========
Net income.................................. $ 2,283 $ 1,107 $ 1,386 $ 3,900 $ 1,906
========== ========== ========== ========== ==========
Net income per share........................ $ 0.09 $ 0.05 $ 0.06 $ 0.16 $ 0.08
========== ========== ========== ========== ==========
Diluted:
Average common shares outstanding........... 25,005 24,531 24,550 24,631 24,361
Net effect of dilutive stock options - based
on the treasury stock method............. 2,096 428 1,226 1,343 1,038
---------- ---------- ---------- ---------- ----------
Shares used in computing net income per
share...................................... 27,101 24,959 25,776 25,974 25,399
========== ========== ========== ========== ==========
Net income.................................. $ 2,283 $ 1,107 $ 1,386 $ 3,900 $ 1,906
========== ========== ========== ========== ==========
Net income per share........................ $ 0.08 $ 0.04 $ 0.05 $ 0.15 $ 0.08
========== ========== ========== ========== ==========
ACTEL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. Comprehensive Income (Loss)
The components of comprehensive income (loss), net of tax, are as follows:
Three Months Ended Nine Months Ended
-------------------------------------- ------------------------
Oct. 5, Oct. 6, Jul. 6, Oct. 5, Oct. 6,
2003 2002 2003 2003 2002
---------- ---------- ---------- ---------- ----------
(unaudited, in thousands)
Net income.................................. $ 2,283 $ 1,107 $ 1,386 $ 3,900 $ 1,906
Change in unrealized gain (loss) on
available-for-sale securities............ (109) 71 173 143 48
Less reclassification adjustment for gains
included in net income (loss) due to sales
of available-for-sale securities......... (48) (229) (165) (380) (242)
---------- ---------- ---------- ---------- ----------
Other comprehensive income (loss)........... (157) (158) 8 (237) (194)
---------- ---------- ---------- ---------- ----------
Total comprehensive income.................. $ 2,126 $ 949 $ 1,394 $ 3,663 $ 1,712
========== ========== ========== ========== ==========
Accumulated other comprehensive income is presented on the accompanying
consolidated condensed balance sheets and consists of the accumulated net
unrealized gain (loss) on available-for-sale securities.
7. Income Taxes
We account for income taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes," which requires that deferred tax assets and liabilities be
recognized using enacted tax rates for the effect of temporary differences
between the book and tax bases of recorded assets and liabilities. SFAS No. 109
also requires that deferred tax assets be reduced by a valuation allowance if it
is more likely than not that some or all of the deferred tax assets will not be
realized. We evaluate annually the realizability of our deferred tax assets by
assessing our valuation allowance and, if necessary, we adjust the amount of
such allowance. The factors used to assess the likelihood of realization are our
forecast of future taxable income and available tax planning strategies that
could be implemented to realize the net deferred tax assets. Factors that may
affect our ability to achieve sufficient forecasted taxable income include, but
are not limited to, increased competition, a decline in sales or margins, loss
of market share, delays in product availability, and technological obsolescence.
At October 5, 2003, we had a net deferred tax asset of $39.0 million after
consideration of deferred tax liabilities and a valuation allowance. In order to
fully utilize the $39.0 million of deferred tax assets, taxable income in the
amount of approximately $130 million must be earned in future periods. For
proper valuation of deferred tax assets under SFAS No. 109, significant negative
evidence is considered to exist regarding a company's ability to generate future
taxable income when the company has incurred a three-year cumulative loss. We
have incurred a cumulative operating loss for the past two fiscal years, but are
currently profitable for 2003 through the nine months ended October 5, 2003. At
October 5, 2003, we believe the deferred tax asset is realizable and
appropriately stated. We will complete our formal realizability analysis during
the fourth quarter of 2003. The results of this analysis could result in the
need to record additional valuation allowance, which would have an adverse
impact on our consolidated financial position or results of operations.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Actel Corporation and its consolidated subsidiaries are referred to as
"we," "us," or "our." You should read the information in this Quarterly Report
on Form 10-Q with the Risk Factors at the end of Part I of our Annual Report on
Form 10-K for the year ended January 5, 2003 (2002 Form 10-K). Unless otherwise
indicated, the information in this Quarterly Report is given as of November 19,
2003, and we undertake no obligation to update any of the information, including
forward-looking statements. All forward-looking statements are made under the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
{Bracketed statements} and statements containing words such as "anticipates,"
"believes," "estimates," "expects," intends," "plans," "seeks," and variations
of such words and similar expressions are intended to identify the
forward-looking statements. The Risk Factors could cause actual results to
differ materially from those projected in the forward-looking statements.
Critical Accounting Policies
The United States Securities and Exchange Commission (SEC) has defined the
most critical accounting policies as those that are most important to the
portrayal of an issuer's financial condition and results of operations and
require management to make the most difficult and subjective judgments, often as
a result of the need to make estimates on matters that are inherently uncertain.
Based upon this definition, our most critical policies currently include:
inventories; intangible assets; goodwill; income taxes; and legal matters. We
base our estimates on historical experience and on various other assumptions
that we believe are reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ materially from these estimates. We also have other key accounting
policies, such as policies for revenue recognition and accounts receivable.
These other policies either do not generally require us to make estimates and
judgments that are as difficult or as subjective, or are less likely to have a
material impact on our financial condition or results of operations for a given
period. For further information regarding all of these policies, as well as the
estimates and judgments involved, see our Annual Report on Form 10-K for the
year ended January 5, 2003 (2002 Form 10-K).
We have updated our critical accounting policy related to inventories
during the quarter ended October 5, 2003. During the third quarter of fiscal
year 2003 we modified inventory valuation policies to properly account for last
time buy type inventory purchases. During the third quarter of 2003, we made a
last time buy of certain inventory from one of our wafer suppliers for
approximately $1.0 million. We plan to make additional last time buys from this
and another wafer supplier in the fourth quarter of 2003. These last time buys
are being made because these wafer suppliers are shutting down the fabrication
facilities used to produce these products (migrating to more modern
manufacturing processes) and we would not have enough product to continue to
support our customers for the foreseeable future without making large last time
buys from these suppliers. As this inventory was not acquired to meet the
current demand, we did not believe the application of our current inventory
write down policy was appropriate, and a discrete write down policy was
established for inventory purchased in last time buy transactions. These unique
transactions and the related inventory are excluded from the standard excess and
obsolescence write down policy that is discussed in our 2002 Form 10-K.
Inventory purchased in last time buy transactions will be evaluated on an
ongoing basis for indications of excess or obsolescence based on rates of actual
sell through; expected future demand for those products; and any other
qualitative factors that may indicate the existence of excess or obsolete
inventory.
During the second quarter of 2003, we removed the policy related to
impairment of investments in other companies from critical accounting policies
because our remaining investments in other companies are not material.
No other significant changes to critical accounting policies or to the
related estimates and judgments involved in applying these policies have been
made since January 4, 2003.
Results of Operations
Net Revenues
Net revenues were $38.4 million for the third quarter of 2003, a 5%
increase from the second quarter of 2003 and a 17% increase from the third
quarter of 2002. Quarterly net revenues increased sequentially due to an 11%
increase in the overall average selling price (ASP) of field programmable gate
arrays (FPGAs), which was partially offset by a 6% decrease in unit shipments of
FPGAs. Quarterly net revenues increased from a year ago due to a 25% increase in
unit shipments, which was partially offset by a 7% decrease in overall ASP. Unit
volumes and ASP levels fluctuate principally because of changes in the mix of
products sold. Our product portfolio includes products ranging from devices with
lower ASPs, which typically sell in higher volumes, to devices with higher ASPs,
which typically sell in lower volumes. The sequential increase in overall ASP
was driven primarily by increased sales of radiation-tolerant (Rad) products,
which have higher ASPs. The increase in units sold and decrease in overall ASP
compared with the third quarter of 2002 reflects increased sales of our newer
product families, which as a group ship in higher volumes and have lower ASPs
than our older products.
Net revenues were $109.4 million for the first nine months of fiscal 2003,
an increase of 9% from the first nine months of fiscal 2002. Nine-month net
revenues increased due to a 10% increase in unit shipments, which was partially
offset by a 1% decrease in overall ASP. The increase in unit shipments was
driven primarily by increased sales of our commercial products, which are our
products not marketed as radiation-tolerant.
Gross Margin
Gross margin was 60.7% of net revenues for the third quarter of 2003
compared with 60.2% for the second quarter of 2003 and 58.4% for the third
quarter of 2002. Gross margin for the third quarter of 2003 was favorably
affected by the sell-through of $0.9 million of inventory that was reserved in
previous periods, and unfavorably affected by a specific write down of $1.7
million that was established for inventory identified as slow moving. Gross
margin increased from the third quarter of 2002 principally due to better
utilization of our test floor and favorable absorption of labor and overhead
costs arising from the 17% increase in revenue.
Gross margin was 59.4% of net revenues for the first nine months of 2003
compared with 60.7% for the first nine months of 2002. Gross margin was lower
principally because of increased sales of new products, which on average carry
lower margins than more mature products. Typically, new products are introduced
at competitive selling prices and the margins on those products increase over
time as costs are reduced. This impact was partially offset by higher revenues
in 2003, which resulted in better utilization of our test floor and favorable
absorption of labor and overhead costs.
We seek to reduce costs by improving wafer yields, negotiating price
reductions with suppliers, increasing the level and efficiency of our testing
and packaging operations, achieving economies of scale by means of higher
production levels, and increasing the number of die produced per wafer,
principally by shrinking the die size of our products. No assurance can be given
that these efforts will continue to be successful. Our capability to shrink the
die size of our FPGAs is dependent on the availability of more advanced
manufacturing processes. Due to the custom steps involved in manufacturing
antifuse and (to a lesser extent) flash FPGAs, we typically obtain access to new
manufacturing processes later than our competitors using standard manufacturing
processes.
Research and Development (R&D)
R&D expenditures were $10.2 million, or 27% of net revenues, for the third
quarter of 2003 compared with $9.9 million, or 27% of net revenues, for the
second quarter of 2003 and $9.6 million, or 29% of revenues, for the third
quarter of 2002. R&D spending increased primarily due to increased headcount.
R&D expenditures were $29.6 million, or 27% of net revenues, for the first
nine months of 2003 compared with $29.2 million, or 29% of net revenues, for the
first nine months of 2002. R&D spending increased only slightly from the first
nine months of 2002 as increased expenses on payroll and benefits in 2003 was
offset by the elimination of spending on the Bridge FPGA initiative that had
occurred during the first half of 2002.
Selling, General, and Administrative (SG&A)
SG&A expenses were $10.5 million, or 27% of net revenues, for the third
quarter of 2003 compared with $11.1 million, or 30% of net revenues, for the
second quarter of 2003 and $10.6 million, or 32% of net revenues, for the third
quarter of 2002. SG&A spending decreased sequentially primarily because of a
$0.6 million reduction in accruals for estimated legal liabilities. Net of the
reduction in legal accruals, SG&A expense increased from the second quarter of
2003 principally because of increased selling expenses associated with increased
revenue.
SG&A expenses were $32.6 million, or 30% of net revenues, for the first
nine months of 2003 compared with $32.3 million, or 32% of net revenues, for the
first nine months of fiscal 2002. SG&A expenses increased principally because of
increased selling expenses and spending related to tax planning and compliance
with the requirements of the Sarbanes-Oxley Act of 2002.
Amortization of Acquisition-Related Intangibles and Expenses
Amortization of acquisition-related intangibles and expenses was $0.7
million for all periods presented. Due to the implementation of SFAS No. 142 in
the first quarter of 2002, the amortization of goodwill was eliminated. See Note
3 of Notes to Unaudited Consolidated Condensed Financial Statements for further
discussion of SFAS Nos. 142 and 144.
Interest Income and Other, Net
Interest income and other, net was $0.7 million for the third quarter of
2003 compared with $0.7 million for the second quarter of 2003 and $1.4 million
for the third quarter of 2002. Interest income and other, net was $2.5 million
for the first nine months of 2003 compared with $4.7 million for the first nine
months of 2002. The quarterly and nine-month decreases compared with 2002 were
due to lower interest rates available in the market and lower gains realized on
our short-term investments, which were partially offset by increased cash
available for investment.
Losses on Sales and Write-Downs of Equity Investments
During 2002, we realized losses and recorded impairment write-downs
totaling $3.7 million in connection with our strategic equity investments, which
consisted of $1.6 million related to an investment in a publicly traded company
and $2.1 million related to an equity investment in a private company. As of
December 31, 2002, we had $0.3 million of strategic equity investments remaining
on the balance sheet. During the second quarter of 2003, we sold our remaining
investment in the publicly traded equity security for a gain of $0.1 million.
During the third quarter of 2003, we had no gains, losses, or impairment
write-downs in connection with our remaining equity investment of $0.1 million
in the private company.
Tax (Benefit) Provision
The tax provision was $0.4 million for the third quarter of 2003 compared
with a benefit of $0.1 million for the second quarter of 2003 and a benefit of
$1.3 million for the third quarter of 2002. The tax provision for the third
quarter reflects the increase in profit before tax compared with the second
quarter of 2003, and the third quarter of 2002. Each of the quarters presented
contain significant credits primarily generated by R&D spending. Below a certain
level of profitability, taxes attributable to the profits for a period may not
exceed the credits for that period and a tax credit will be recorded in a period
with positive net income before tax, resulting in a negative effective income
tax rate. For the second quarter of 2003, applying the statutory tax rate to our
net income before tax resulted in taxes that were more than offset by tax
credits and resulted in a tax credit. For the third quarter of 2003, net income
before tax was higher than the second quarter, and was at a level sufficient to
generate tax expenses in excess of the credits attributable to the third quarter
and a tax provision was recorded.
The tax benefit recorded for the first nine months of 2003 was comprised of
tax credits generated by R&D spending that more than offset the tax expense
associated with a pre-tax profit of $3.3 million. During the third quarter of
2002, the expectation for annual results was revised and a cumulative adjustment
was recorded to bring the net tax provision for that year to date into a net
benefit position.
Our tax position is based on the estimated annual tax rate in compliance
with SFAS No. 109, "Accounting for Income Taxes." Significant components
affecting the effective tax rate include federal R&D credits, income from
tax-exempt securities, the state composite rate, and recognition of certain
deferred tax assets subject to valuation allowances.
Liquidity and Capital Resources
Our cash, cash equivalents, and short-term investments were $149.1 million
at the end of the third quarter of 2003 compared with $133.8 million at the
beginning of the year.
Cash provided by operating activities was $9.2 million for the first nine
months of 2003 compared with $2.3 million for the first nine months of 2002. The
increase in cash provided by operations resulted primarily from an income tax
refund of $5.0 million for taxes paid in prior years based on a carry back of
net operating losses. In addition, net income for the first nine months of 2003
provided $2.0 million more in cash from operations than for the first nine
months of 2002 excluding the impact of the income tax refund.
Capital expenditures were $7.6 million for the first nine months of 2003
compared with $6.3 million for the first nine months of 2002. Sales of common
stock under employee stock plans provided $14.0 million of cash for the first
nine months of 2003 compared with $7.0 million for the first nine months of
2002. We used $3.3 million of cash to repurchase stock during the first nine
months of 2002.
We meet all of our funding needs for ongoing operations with internally
generated cash flows from operations and with existing cash and short-term
investment balances. {We believe that existing cash, cash equivalents, and
short-term investments, together with cash generated from operations, will be
sufficient to meet our cash requirements for the next four quarters.} A portion
of available cash may be used for investment in or acquisition of complementary
businesses, products, or technologies. Wafer manufacturers have at times
demanded financial support from customers in the form of equity investments and
advance purchase price deposits, which in some cases have been substantial. If
we require additional capacity, we may be required to incur significant
expenditures to secure such capacity.
We believe 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 when they occur, it may
become prudent or necessary for us to raise additional capital. We monitor the
availability and cost of potential capital resources, including equity and debt,
with a view toward raising additional capital on terms that are acceptable to
us. No assurance can be given that additional capital would become available on
acceptable terms if needed.
Factors Affecting Future Operating Results
Our 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 us, any of which could cause our operating results to differ
materially from past results. See the Risk Factors set forth at the end of Part
I of our 2002 Form 10-K, which are incorporated by this reference.
Income Taxes
We account for income taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes," which requires that deferred tax assets and liabilities be
recognized using enacted tax rates for the effect of temporary differences
between the book and tax bases of recorded assets and liabilities. SFAS No. 109
also requires that deferred tax assets be reduced by a valuation allowance if it
is more likely than not that some or all of the deferred tax assets will not be
realized. We evaluate annually the realizability of our deferred tax assets by
assessing our valuation allowance and, if necessary, we adjust the amount of
such allowance. The factors used to assess the likelihood of realization are our
forecast of future taxable income and available tax planning strategies that
could be implemented to realize the net deferred tax assets. Factors that may
affect our ability to achieve sufficient forecasted taxable income include, but
are not limited to, increased competition, a decline in sales or margins, loss
of market share, delays in product availability, and technological obsolescence.
At October 5, 2003, we had a net deferred tax asset of $39.0 million after
consideration of deferred tax liabilities and a valuation allowance. In order to
fully utilize the $39.0 million of deferred tax assets, taxable income in the
amount of approximately $130 million must be earned in future periods. For
proper valuation of deferred tax assets under SFAS No. 109, significant negative
evidence is considered to exist regarding a company's ability to generate future
taxable income when the company has incurred a three-year cumulative loss. We
have incurred a cumulative operating loss for the past two fiscal years, but are
currently profitable for 2003 through the nine months ended October 5, 2003. At
October 5, 2003, we believe the deferred tax asset is realizable and
appropriately stated. We will complete our formal realizability analysis during
the fourth quarter of 2003. The results of this analysis could result in the
need to record additional valuation allowance, which would have an adverse
impact on our consolidated financial position or results of operations.
Additional Quarterly Information
The following table presents certain unaudited quarterly results for each
of the eight quarters in the period ended October 5, 2003. In our opinion, 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 our audited consolidated condensed
financial statements and notes thereto included in our 2002 Form 10-K. However,
these quarterly operating results are not indicative of the results for any
future period.
Three Months Ended
---------------------------------------------------------------------------------------------
Oct. 5, Jul. 6, Apr. 6, Jan. 5, Oct. 6, Jul. 7, Apr. 7, Jan. 6,
2003 2003 2003 2003 2002 2002 2002 2002
--------- --------- --------- --------- --------- --------- --------- ---------
(unaudited, in thousands except per share amounts)
Statements of Operations Data:
Net revenues....................... $ 38,405 $ 36,609 $ 34,341 $ 34,103 $ 32,912 $ 34,293 $ 33,060 $ 32,059
Gross profit....................... 23,319 22,025 19,612 20,591 19,229 21,337 20,276 19,567
Income (loss) from operations...... 1,965 441 (1,614) (951) (1,587) (282) (853) (4,086)
Net income (loss).................. 2,283 1,386 231 (1,831) 1,107 404 395 (2,531)
Net income (loss) per share:
Basic........................... $ 0.09 $ 0.06 $ 0.01 $ (0.08) $ 0.05 $ 0.02 $ 0.02 $ (0.11)
========= ========= ========= ========= ======== ========= ========= =========
Diluted......................... $ 0.08 $ 0.05 $ 0.01 $ (0.08) $ 0.04 $ 0.02 $ 0.02 $ (0.11)
========= ========= ========= ========= ======== ========= ========= =========
Shares used in computing net income
(loss) per share:
Basic........................... 25,005 24,550 24,338 24,126 24,531 24,382 24,170 23,987
========= ========= ========= ========= ======== ========= ========= =========
Diluted......................... 27,101 25,776 25,087 24,126 24,959 26,036 25,388 23,987
========= ========= ========= ========= ======== ========= ========= =========
Three Months Ended
---------------------------------------------------------------------------------------------
Oct. 5, Jul. 6, Apr. 6, Jan. 5, Oct. 6, Jul. 7, Apr. 7, Jan. 6,
2003 2003 2003 2003 2002 2002 2002 2002
--------- --------- --------- --------- --------- --------- --------- ---------
As a Percentage of Net Revenues:
Net revenues....................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit....................... 60.7 60.2 57.1 60.4 58.4 62.2 61.3 61.0
Income (loss) from operations...... 5.1 1.2 (4.7) (2.8) (4.8) (0.8) (2.6) (12.7)
Net income (loss).................. 5.9 3.8 0.7 (5.4) 3.4 1.2 1.2 (7.9)
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of October 5, 2003, our investment portfolio (other than strategic
investments) consisted primarily of corporate bonds, floating rate notes, and
federal and municipal obligations. The principal objectives of our investment
activities are to preserve principal, meet liquidity needs, and maximize yields.
To meet these objectives, we invest only in high credit quality debt securities
with average maturities of less than two years. We also limit the percentage of
total investments that may be invested in any one issuer. Corporate investments
as a group are also limited to a maximum percentage of our investment portfolio.
We are exposed to financial market risks, including changes in interest
rates and marketable equity security prices. All of the potential changes noted
below are based on sensitivity analysis performed on our financial position and
expected operating levels at October 5, 2003. Actual results may differ
materially.
Our investments are subject to interest rate risk. An increase in interest
rates could subject us to a decline in the market value of our investments.
These risks are mitigated by our ability to hold these investments to maturity.
A hypothetical 100 basis point increase in interest rates would result in a
reduction of approximately $1.3 million in the fair value of our
available-for-sale securities held at October 5, 2003.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures. Our management evaluated,
with the participation of our Chief Executive Officer and our Chief Financial
Officer, the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this Quarterly Report on Form 10-Q. Based on this
evaluation, our Chief Executive Officer and our Chief Financial Officer have
concluded that our disclosure controls and procedures are effective to ensure
that information we are required to disclose in reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized,
and reported within the time periods specified in Securities and Exchange
Commission rules and forms.
Changes in internal control over financial reporting. There was no change
in our internal control over financial reporting that occurred during the period
covered by this Quarterly Report on Form 10-Q that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
Following the end of the period covered by this Quarterly Report on Form
10-Q, a review of our procedures revealed errors in the process by which we had
calculated pro forma compensation expense for the purpose of providing the pro
forma footnote disclosure required by Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," and SFAS
No. 148, "Accounting for Stock-Based Compensation -- Transition and Disclosure."
The errors were limited to footnote disclosure under SFAS Nos. 123 and 148 of
non-cash pro forma compensation expense and do not change or have any impact on
our historically reported statements of income, balance sheets, or statements of
cash flows. See Stock Based Compensation in Note 1 of Notes to Unaudited
Consolidated Financial Statements for further discussion. We have corrected the
process by which such pro forma footnote disclosure is prepared and instituted
additional internal controls to ensure that the correct process is followed.
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number Description
- ----------------- ------------------------------------------------------------
31 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
32 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
On July 23, 2003, we announced our financial results for the quarter ended
July 6, 2003. The full text of the press release issued in connection with the
announcement was attached as Exhibit 99.1 to our Current Report on Form 8-K
furnished to the SEC on July 23, 2003.
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 17, 2003 /s/ Jon A. Anderson
-------------------------------------
Jon A. Anderson
Vice President of Finance
and Chief Financial Officer
(as principal financial officer
and on behalf of Registrant)