1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1996 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission file number 0-16617 ALTERA CORPORATION (Exact name of registrant as specified in its charter) California 77-0016691 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2610 Orchard Parkway, San Jose, California 95134 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 894-7000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes X No ----- ----- Number of shares of common stock outstanding at September 30, 1996: 43,698,219 2 ALTERA CORPORATION FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996 PART I FINANCIAL INFORMATION AND MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 2 3 ALTERA CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) Sept. 30, Dec.31, 1996 1995 ----------- ----------- ASSETS (Unaudited) Current assets: Cash, cash equivalents $ 66,885 $ 79,409 Short-term investments 218,751 285,810 ----------- ----------- Total cash, cash equivalents, and short-term investments 285,636 365,219 Accounts receivable, less allowance for doubtful accounts of $1,976 and $1,005 54,282 54,518 Inventories 89,429 55,421 Deferred income taxes 43,840 37,339 Other current assets 2,381 5,510 ----------- ----------- Total current assets 475,568 518,007 Property and equipment, net 71,006 54,846 Investments and other assets 217,025 142,701 ----------- ----------- $ 763,599 $ 715,554 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 5,915 $ 17,049 Accrued liabilities 76,146 72,209 Notes payable and short-term obligations 98,280 61,920 Accrued compensation 11,954 16,347 Income taxes payable 2,630 4,240 ----------- ----------- Total current liabilities 194,925 171,765 Notes payable and long-term obligations -- 58,600 Convertible notes 230,000 230,000 ----------- ----------- Total liabilities 424,925 460,365 ----------- ----------- Shareholders' equity: Common stock; no par value: 80,000,000 shares authorized, 43,698,219 and 43,558,321 shares issued and outstanding 88,385 83,445 Retained earnings 250,289 171,744 ----------- ----------- Total shareholders' equity 338,674 255,189 ----------- ----------- $ 763,599 $ 715,554 =========== =========== 3 4 ALTERA CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) THREE MONTHS ENDED NINE MONTHS ENDED ------------------ ----------------- Sept. 30, Sept. 30, Sept. 30, Sept. 30, 1996 1995 1996 1995 -------- -------- -------- -------- Sales $116,728 $109,079 $370,121 $276,282 -------- -------- -------- -------- Costs and expenses: Cost of sales 45,094 42,817 142,997 110,357 Research and development 13,308 9,105 37,174 23,368 Selling, general, and administrative 20,590 20,340 66,484 52,736 -------- -------- -------- -------- Total costs and expenses 78,992 72,262 246,655 186,461 -------- -------- -------- -------- Operating income 37,736 36,817 123,466 89,821 Interest and other income, net (51) 848 1,259 2,970 -------- -------- -------- -------- Income before taxes 37,685 37,665 124,725 92,791 Provision for income taxes 13,567 13,936 44,902 34,333 -------- -------- -------- -------- Net income $ 24,118 $ 23,729 $ 79,823 $ 58,458 ======== ======== ======== ======== Income per share: Primary $ 0.53 $ 0.52 $ 1.74 $ 1.28 ========= ========= ========= ========= Fully diluted $ 0.52 $ 0.51 $ 1.70 $ 1.29 ========= ========= ========= ========= Shares and equivalents used in calculation of income per share: Primary 45,575 45,852 45,794 45,527 ========= ========= ========= ========= Fully diluted 50,305 50,388 50,303 47,301 ========= ========= ========= ========= 4 5 ALTERA CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (In thousands) (Unaudited) NINE MONTHS ENDED ----------------- Sept. 30, Sept. 30, 1996 1995 --------- --------- Cash flows from operating activities: Net income $ 79,823 $ 58,458 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 15,133 8,630 Changes in assets and liabilities: Accounts receivable, net 236 (33,835) Inventories (34,008) (3,892) Deferred income taxes (6,501) (9,000) Other current and non-current assets 3,129 (4,137) Accounts payable (11,134) 8,210 Accrued liabilities 3,937 30,088 Accrued compensation (4,393) 3,444 Income taxes payable (1,610) -- --------- --------- Cash provided by operating activities 44,612 57,966 --------- --------- Cash flows from investing activities: Purchases of property and equipment (26,617) (37,684) Net change in short-term investments 67,059 (232,502) Long-term investments (44,120) (500) --------- --------- Cash used for investing activities (3,678) (270,686) --------- --------- Cash flows from financing activities: Long-term debt, net of issuance costs -- 224,825 Net proceeds from issuance of common stock 7,993 4,632 Repurchase of common stock (4,331) -- Payment on notes payable (57,120) -- --------- --------- Cash provided by (used for) financing activities (53,458) 229,457 --------- --------- Net increase (decrease) in cash and cash equivalents (12,524) 16,737 Cash and cash equivalents at beginning of period 79,409 41,639 --------- --------- Cash and cash equivalents at end of period $ 66,885 $ 58,376 ========= ========= Supplemental disclosure of cash flow information: Cash paid during the period for income taxes $ 49,875 $ 45,399 Cash paid during the period for interest $ 6,613 $ -- 5 6 ALTERA CORPORATION NOTES TO FINANCIAL INFORMATION (Unaudited) Note 1 - Interim Statements: In the opinion of the Company, the accompanying unaudited financial data contain all adjustments, consisting only of normal, recurring adjustments, necessary to present fairly the financial information included therein. This financial data should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report to Shareholders for the year ended December 31, 1995. Results for the interim period presented are not necessarily indicative of results for the entire year. Note 2 - Balance Sheet Detail: (In Thousands) Sept. 30, Dec. 31, 1996 1995 ---------- ---------- (Unaudited) Inventories: Purchased parts and raw materials $ 1,453 $ 2,067 Work-in-process 69,455 38,617 Finished goods 18,521 14,737 --------- --------- $ 89,429 $ 55,421 ========= ========= Property and equipment: Land $ 19,925 $ 19,925 Building 12,927 1,605 Equipment 73,307 64,703 Office furniture and equipment 9,337 4,908 Leasehold improvements 3,494 3,512 --------- --------- 118,990 94,653 Accumulated depreciation and amortization (47,984) (39,807) --------- --------- $ 71,006 $ 54,846 ========= ========= Note 3 - Earnings Per Share: Primary income per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares consist of the assumed net shares issuable upon the exercise of dilutive stock options using the treasury stock method. The Convertible Subordinated Notes issued in June 1995 are not common stock equivalents and, therefore, have been excluded from the computation of primary earnings per share. Fully diluted net income per share is computed by adjusting the primary shares outstanding and net income for the potential effect of the conversion of the weighted convertible subordinated notes into shares of common stock outstanding during the respective periods and the elimination of the related interest requirements (net of income taxes). 6 7 ALTERA CORPORATION NOTES TO FINANCIAL INFORMATION (continued) (Unaudited) Note 4 - Common Stock Repurchase: On July 15, 1996, the Board of Directors authorized the repurchase of up to 2 million shares of the Company's common stock. During July, the Company repurchased 150,000 shares of common stock for a total price of $4.3 million. The book value of the repurchased shares was $3.1 million. The repurchased shares were retired upon acquisition. 7 8 ALTERA CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Sales. Third quarter 1996 sales of $116.7 million were 7% higher than the $109.1 million reported for the same period last year, and were approximately at the same level as the second quarter 1996 sales of $116.3 million. Sales were higher than the third quarter of 1995 primarily as a result of higher sales of the Company's MAX 7000 and MAX 9000 product families, partially offset by reduced sales in the other product families, primarily Classic. As compared to the second quarter of 1996, sales of the Company's newer products, FLEX 8000, FLEX 10K and MAX 9000 showed an increase, offset by a reduction in sales of the Company's older product families. Geographically, from the second to the third quarter in 1996, there was no significant change in the level of sales. During the second and third quarters of 1996, improved availability of the Company's products and slowing growth rates in end-markets resulted in a rapidly changing business climate for the Company. At the end of the first quarter of 1996, increased wafer supply from the Company's vendors and reduced delivery lead times for many of the Company's products enabled customers to hold less inventories and place orders for the Company's products on an as-needed basis. This was a change from 1995 when wafer supplies were constrained and the Company's customers held greater inventories and placed orders prior to requested delivery dates in order to secure a supply of the Company's products. Given the increased availability of the Company's products at the end of the first quarter of 1996, end-customers started reducing their inventories by purchasing significantly less product during the second quarter. As the sales levels from the second to the third quarter of 1996 have remained the same, management believes that the inventory reduction at the Company's end-customers is nearing completion. Although management believes that most of the anticipated correction has occurred, additional inventory adjustments at certain end-customers may continue to occur through the fourth quarter of 1996. Historically, semiconductor prices decline as products mature. New product introductions from competitors may also cause pricing pressures. On October 1, 1996, the Company announced a reduction in the book prices of the FLEX 10K product family. On November 1, 1996, the prices for certain devices in the MAX 9000 and FLEX 8000 product families were reduced. Management believes that reduced prices may result in increased demand and strengthen the Company's market share over the long term. However, in the short term, reduced prices will 8 9 negatively affect the Company's sales growth and there can be no assurance that increased demand and market share will be achieved. Gross Margin. The gross margin percentage in the third quarter of 61.4% was equal to the prior quarter, and slightly up from 60.7% in the same period a year ago. The gross margin remained at approximately the same level as the prior year and prior quarter, despite reductions in book prices and reduced manufacturing activity. The Company reduced book prices on the MAX 7000 and FLEX 8000 product lines in the first and second quarters of 1996 and the FLEX 10K in the first and third quarters of 1996. The gross margin was maintained as a result of lower manufacturing costs resulting from improved yields, process advancements, and lower wafer costs. On October 1 and November 1, 1996, the Company announced reductions in the book prices of the FLEX 10K, and the MAX 9000 and FLEX 8000 product families, respectively. Management believes that manufacturing cost reductions, improved manufacturing yields and lower wafer prices will mitigate the margin impact of these price reductions. There can be no assurance that such costs reductions will be achieved or maintained or that such price reductions will not result in the deterioration of gross margins. Although yields improved in 1996 as compared to the prior year, there can be no assurances that recently achieved yield improvements will continue or that yields will not deteriorate. The Company continues to spend significant research and development resources to improve production yields on both new and established products. Difficulties in production yields often occur in the fabrication processes when the Company is beginning production of new products. These difficulties can potentially result in significantly high costs and low product availability. Management expects to continue to introduce new and established products using new process technologies, and may encounter similar start-up difficulties during the transition to such process technologies. Further, production throughput times vary considerably among the Company's wafer suppliers and the Company may experience delays from time to time in processing some of its products which also result in higher costs and lower product availability. In addition, gross margins may be negatively affected by lower manufacturing volumes which result in manufacturing inefficiencies. During the third quarter of 1996 the Company reduced wafer procurements and inventories on hand decreased $11.7 million from $101.1 million at June 30, 1996 to $89.4 million at September 30, 1996. Management expects that inventory levels may be further reduced during the fourth quarter due to reduced wafer procurements. Research and Development. Research and development expenditures were $13.3 million for the quarter ended September 30, 1996, or $4.2 million higher than the quarter ended a year 9 10 ago, and up $2.0 million from the prior quarter. The research and development expenditures include expenditures for headcount, prototype and pre-production costs and development of process technology, development of software to support new products and design environments, and development of new packages. The increase in research and development expenditures compared to the quarter ended a year ago reflects an overall increase in research and development activities commensurate with the increase in product sales. The increase from the second to the third quarter of 1996 is primarily associated with the transition of several of the Company's newer products to more advanced process geometries, as well as prototype and pre-production expenditures related to the MAX 7000S and MAX 9000 families. Management of the Company expects to continue to make significant investments in research and development. The Company is focusing its research and development efforts on the development of programmable logic chips, related development software and hardware, and advanced semiconductor wafer fabrication processes. However, even if the Company accomplishes its goals for the development of new products and manufacturing processes, there is no assurance that these products will achieve market acceptance, that the new manufacturing processes will be successful, or that the suppliers will provide the Company with the quality or quantity of wafers and materials that the Company requires. The Company must continue to develop and introduce new products in a timely manner to counter the industry's historical trend of prices declining as products mature. Selling, General, and Administrative. Third quarter selling, general, and administrative expenses of $20.6 million are equal to a year ago, and decreased $2.0 million from the prior quarter. The decrease as compared to the prior quarter is mainly attributable to a reduction in advertising and legal expenses. Selling, general, and administrative expenses include commission and incentive expenses, advertising and promotional expenditures, legal, and salary expenses related to field sales, marketing, and administrative personnel. The Company uses three methods to market its products: sales through licensed domestic and foreign distributors, direct sales to electronics manufacturers via independent sales representatives, and direct sales to customers by Altera sales department personnel. The Company has approximately twenty field sales offices. Approximately 85% percent of the Company's current worldwide sales are made through distributors. 10 11 Operating Income. Third quarter 1996 operating income of $37.7 million, representing 32.3% of sales, was slightly lower than the third quarter of 1995 (33.8%), but consistent with the most recent prior quarter (32.3%). The decrease in operating income on a percentage of revenue basis as compared to the prior year is mainly attributed to an increase in research and development expenses in 1996. Interest and Other Income. Interest income decreased during the last nine months as compared to the same period in the prior year as a result of decreased cash balances and lower yields. The Company's cash balance has decreased since the beginning of 1996 as a result of a $57.1 million payment made on a note payable to Taiwan Semiconductor Manufacturing Corporation ("TSMC"), a $42.1 million investment in Wafertech, LLC ("Wafertech"), a joint venture company established to build a U.S.-based wafer fab, and $26.6 million of capital expenditures. In addition, during 1996, management started investing a larger portion of the Company's investment portfolio in tax exempt, rather than taxable, investments, which resulted in lower pre-tax yields. During the nine months ended September 30, 1996, interest income was partially offset by interest expense of approximately $9.4 million related to the Convertible Subordinated Notes issued in June 1995. Income Taxes. The Company's provision for income taxes was 36% in 1996 compared to 37% in 1995. The decrease in the income tax rate is primarily due to an increased amount of earned interest from tax exempt investments. Future Results. Future operating results depend on the Company's ability to develop, manufacture, and sell complicated semiconductor components and complex software that offer customers greater value than products of competing vendors. The Company's efforts in this regard may not be successful. Also, a number of factors outside of the Company's control, including general economic conditions and cycles in world markets, exchange rate fluctuations, or a lack of growth in the Company's end markets could impact future results. The Company is highly dependent upon subcontractors to manufacture silicon wafers and perform assembly and testing services. Disruptions or adverse supply conditions arising from market conditions, political strife, labor disruptions, natural or man-made disasters, other factors, and normal process variations could have a material adverse effect on the Company's future operating results. Competitive break-throughs, and particularly competitive pricing could also impact future operating results. Additionally, litigation relating to competitive patents and intellectual property could have an adverse impact on the Company's financial condition or operating results. The Company owns more than 100 United States patents and has additional pending United States patent applications on its semiconductor products. The Company also has technology licensing agreements with AMD, Cypress Semiconductor, Intel, and Texas Instruments giving the Company royalty-free rights to design, manufacture, and package products using 11 12 certain patents they control. Other companies have filed applications for, or have been issued, other patents and may develop, or obtain proprietary rights relating to, products or processes competitive with those of the Company. From time to time the Company may find it desirable to obtain additional licenses from the holders of patents relating to products or processes competitive with those of the Company. Although its patents and patent applications may have value in discouraging competitive entry into the Company's market segment and the Company believes that its current licenses will assist it in developing additional products, there can be no assurance that any additional patents will be granted to the Company, that the Company's patents will provide meaningful protection from competition, or that any additional products will be developed based on any of the licenses that the Company currently holds. The Company believes that its future success will depend primarily upon the technical competence and creative skills of its personnel, rather than on its patents, licenses, or other proprietary rights. The Company, in the normal course of business, from time-to-time receives and makes inquiries with respect to possible patent infringements. As a result of inquiries received from companies, it may be necessary or desirable for the Company to obtain additional licenses relating to one or more of its current or future products. There can be no assurance that such additional licenses could be obtained, and, if obtainable, could be obtained on conditions that would not have a material adverse effect on the Company's operating results. If the inquiring companies were to allege infringement of their patents, as is the case in the Company's current litigation with two of its competitors, there can be no assurance that any necessary licenses could be obtained, and, if obtainable, that such licenses would be on terms or conditions that would not have a material adverse effect on the Company. In addition, if litigation were initiated, there can be no assurance that these companies would not succeed in obtaining significant monetary damages or an injunction against the manufacture and sale of one or more of the Company's product families. It may be necessary or desirable for the Company to incur significant litigation expenses to enforce its intellectual property rights. Liquidity and Capital Resources The Company's cash, cash equivalents and short-term investments decreased by $79.6 million in the first nine months of 1996, from $365.2 million at the end of 1995 to $285.6 million at September 30, 1996. The decrease is mainly attributable to a $57.1 million deposit paid to TSMC for future wafer capacity, a $42.1 million investment in Wafertech, $26.6 million of capital expenditures, and a $4.3 million payment to repurchase 150,000 shares of the Company's common stock. These cash outflows were partially offset by cash from operating activities which were positive by $44.6 million, despite a $34.0 million increase in inventories. 12 13 During the nine months ended September 30, 1996, the Company invested approximately $26.6 million in property and equipment, mainly consisting of computer and test equipment (approximately $11.1 million) and the construction of the new corporate headquarters (approximately $11.3 million). The Company expects to invest approximately $30 million of additional capital during the fourth quarter of 1996, including approximately $20 million for the construction of its corporate headquarters. In June 1996, Altera finalized a joint venture agreement with TSMC and several other partners to build and operate a U.S.-based wafer fab. Altera will receive an 18% equity ownership in the joint venture company, called Wafertech, in return for a $140.4 million investment. The investment is to be made in three installments of which the first was made in June 1996 in the amount of $42.1 million. The remaining two installments amount to $42.1 million and $56.2 million, due in November 1996 and August 1997, respectively. On July 15, 1996, the Board of Directors authorized the repurchase of up to 2 million shares of the Company's common stock. During July, the Company repurchased 150,000 shares of common stock for a total price of $4.3 million. The Company believes that its cash, cash equivalents, and short-term investments, combined with cash generated from ongoing operations, will be adequate to finance the Company's operations, obligations under the joint venture agreement, and capital investment needs for at least the next year. Impact of Currency and Inflation. The Company purchases the majority of its materials and services in U.S. Dollars, and most of its foreign sales are transacted in U.S. dollars. However, Altera does have Yen denominated purchase contracts with Sharp Corporation of Japan for processed silicon wafers. The Company historically has engaged in a variety of foreign exchange hedging strategies to mitigate the exposure from these Yen denominated purchases. This hedging has included the purchase of forward contracts and the use of offsetting Yen receipts. During 1996, the Company did not hold or purchase any forward Yen contracts. Effects of inflation on Altera's financial results have not been significant. 13 14 Safe Harbor Notice Except for the historical information disclosed in this Report on Form 10-Q, the statements contained in this Report constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company's future results of operations and the other forward looking statements contained in this Report involve a number of risks and uncertainties, many of which are outside the Company's control. Some of these risks and uncertainties are described in the section of this Report entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Company's Annual Report on Form 10-K on file with the Securities and Exchange Commission. Other factors that could cause actual results to differ materially from projected results include but are not limited to risks associated with the Company's dependence on third-party wafer suppliers, the Company's ability to achieve continued cost reductions and maintain gross margins, market acceptance of and demand for the Company's products, competition for and pressure on pricing of the Company's products, changes in customer ordering patterns, litigation involving intellectual property rights, development of new products and process technology, and general market conditions. 14 15 ALTERA CORPORATION FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996 PART II OTHER INFORMATION 15 16 ITEM 1. LEGAL PROCEEDINGS. In June 1993, Xilinx, Inc. ("Xilinx") brought suit against the Company seeking monetary damages and injunctive relief based on the Company's alleged infringement of certain patents held by Xilinx. In June 1993, the Company brought suit against Xilinx, seeking monetary damages and injunctive relief based on Xilinx's alleged infringement of certain patents held by the Company. In April 1995, the Company filed a separate lawsuit against Xilinx in Delaware, Xilinx's state of incorporation, seeking monetary damages and injunctive relief based on Xilinx's alleged infringement of one of the Company's patents. In May 1995, Xilinx counterclaimed against the Company in Delaware, asserting defenses and seeking monetary damages and injunctive relief based on the Company's alleged infringement of certain patents held by Xilinx. A motion by Xilinx to transfer the Delaware cases to California has been granted. The California litigation is presently the subject of court-ordered mediation. Due to the nature of the litigation with Xilinx and because the lawsuits are still in the pre-trial stage, the Company's management cannot estimate the total expense, the possible loss, if any, or the range of loss that may ultimately be incurred in connection with the allegations. Management cannot ensure that Xilinx will not succeed in obtaining significant monetary damages or an injunction against the manufacture and sale of the Company's MAX 5000, MAX 7000, FLEX 8000, or MAX 9000 families of products, or succeed in invalidating any of the Company's patents. Although no assurances can be given as to the results of these cases, based on the present status, management does not believe that such results will have a material adverse effect on the Company's financial condition or results of operations. In August 1994, Advanced Micro Devices ("AMD") brought suit against the Company seeking monetary damages and injunctive relief based on the Company's alleged infringement of certain patents held by AMD. In September, 1994 Altera answered the complaint asserting that it is licensed to use the patents which AMD claims are infringed and filed a counterclaim against AMD alleging infringement of certain patents held by the Company. In a June, 1996 trial bifurcated from the infringement claims, the Company prevailed in its defense that it is licensed under some or all of the patents asserted by AMD in the suit. A second phase of the bifurcated licensing trial will determine the specific AMD patents which are covered by the license. Due to the nature of the litigation with AMD, and because the infringement portion of the lawsuit is still in the pre-trial stage, the Company's management cannot estimate the total expense, the possible loss, if any, or the range of loss that may ultimately be incurred in connection with the allegations. Management cannot ensure that AMD will not succeed in obtaining significant monetary damages or an injunction against the manufacture and sale of the Classic, MAX 5000, MAX 7000, FLEX 8000, MAX 9000, FLEX 10K, and FLASHlogic product families, or succeed in invalidating any of the Company's patents remaining in the suit. Although no assurances can be given as to the results of this case, based on its present status, management does not believe that such results will have a material adverse effect on the Company's financial condition or results of operations. 16 17 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 11.1 Computation of earnings per share 27. Financial Data Schedule (b) Reports on Form 8-K None. 17 18 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALTERA CORPORATION /s/Nathan Sarkisian -------------------------------------- Nathan Sarkisian, Vice President (duly authorized officer), and Chief Financial Officer (principal financial officer) Date: November 11, 1996 18 19 EXHIBIT INDEX Exhibit No. Document 11.1 Computation of Earnings Per Share 27 Financial Data Schedule