1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2001
Commission file number 1-5560
ALPHA INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-2302115
(State or other jurisdiction of (i.R.S. Employer
incorporation or organization) Identification no.)
20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 935-5150
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. [X] Yes [_] No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT JULY 29, 2001
----- ----------------------------
COMMON STOCK, PAR VALUE $.25 PER SHARE 43,978,759
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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PAGE
PART 1 FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets - July 1, 2001 and April 1, 2001.......................... 3
Consolidated Statements of Operations - Quarters Ended July 1, 2001
and July 2, 2000...................................................................... 4
Consolidated Statements of Cash Flows - Quarters Ended July 1, 2001
and July 2, 2000...................................................................... 5
Notes to Interim Consolidated Financial Statements.................................... 6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................................. 9
PART 2 OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K................................................. 12
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
JULY 1, APRIL 1,
2001 2001
(UNAUDITED) (AUDITED)
- -----------------------------------------------------------------------------------------------------------------
ASSETS
Current assets
Cash and cash equivalents................................................ $ 60,516 $ 68,802
Short-term investments (note 2).......................................... 89,041 84,982
Accounts receivable, trade, less allowance for doubtful
accounts of $1,016 and $921........................................ 23,704 36,984
Inventories (note 3)..................................................... 13,163 15,661
Prepayments and other current assets..................................... 4,706 3,169
Prepaid income taxes..................................................... 3,439 735
Deferred income taxes.................................................... 8,599 9,668
------------ -----------
Total current assets............................................ 203,168 220,001
------------ -----------
Property, plant and equipment, less accumulated depreciation and
amortization of $83,356 and $78,247...................................... 114,878 114,196
Other assets................................................................... 2,284 2,822
------------ -----------
Total assets.................................................... $ 320,330 $ 337,019
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt..................................... $ 129 $ 129
Accounts payable......................................................... 9,273 20,820
Accrued liabilities
Payroll and related expenses........................................... 5,695 7,283
Other accrued liabilities.............................................. 2,788 3,481
------------ -----------
Total current liabilities....................................... 17,885 31,713
------------ -----------
Long-term debt, less current maturities........................................ 203 235
Other long-term liabilities.................................................... 2,266 2,081
Deferred income taxes.......................................................... 2,742 3,812
------------ -----------
Total liabilities............................................... 23,096 37,841
------------ -----------
Commitments and contingencies (note 6)
Stockholders' equity
Common stock par value $.25 per share: authorized
100,000,000 shares; issued 43,644,372 and 43,520,880 shares............ 10,911 10,880
Additional paid-in capital............................................... 223,064 221,147
Retained earnings........................................................ 63,259 67,179
Less - Treasury shares of 520 and 26,539 at cost......................... --- 28
------------ -----------
Total stockholders' equity...................................... 297,234 299,178
------------ ------------
Total liabilities and stockholders' equity...................... $ 320,330 $ 337,019
============ ===========
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The accompanying notes are an integral part of these financial statements.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
FIRST QUARTERS ENDED
JULY 1, JULY 2,
2001 2000
- -----------------------------------------------------------------------------------------------------------------
Net sales...................................................................... $ 32,221 $ 65,688
Cost of sales................................................................ 23,425 36,150
Research and development expenses............................................ 9,803 7,895
Selling and administrative expenses.......................................... 6,708 11,688
--------- ---------
Operating (loss) income........................................................ (7,715) 9,955
Interest expense............................................................... (14) (16)
Interest income and other, net................................................. 1,878 1,941
--------- ---------
(Loss) income before income taxes.............................................. (5,851) 11,880
(Credit) provision for income taxes............................................ (1,931) 4,039
---------- ---------
Net (loss) income.............................................................. $ (3,920) $ 7,841
========== =========
Basic (loss) earnings per share................................................ $ (0.09) $ 0.18
========== =========
Diluted (loss) earnings per share.............................................. $ (0.09) $ 0.18
========== =========
Shares used in computing:
Basic (loss) earnings per share................................................ 43,601 42,662
========= =========
Diluted (loss) earnings per share.............................................. 43,601 44,786
========= =========
- -----------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
QUARTERS ENDED
JULY 1, JULY 2,
2001 2000
- ---------------------------------------------------------------------------------------------------------------
Cash provided by operations:
Net (loss) income.............................................................. $ (3,920) $ 7,841
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization of property, plant and equipment............... 5,108 3,570
Gain on sale of property, plant and equipment................................ (50) --
Deferred income taxes........................................................ (1) --
Increase (decrease) in other liabilities and long-term benefits.............. 185 (210)
Decrease (increase) in other assets.......................................... 538 (46)
Changes in operating assets and liabilities:
Accounts receivable ........................................................ 13,280 (10,595)
Inventories................................................................. 2,498 (2,293)
Prepayments and other current assets........................................ (4,241) (4,400)
Accounts payable............................................................ (11,547) (1,820)
Accrued liabilities......................................................... (1,141) 8,006
--------- --------
Net cash provided by operations........................................... 709 53
--------- --------
Cash (used in) provided by investing activities:
Additions to property, plant and equipment..................................... (5,790) (9,681)
Proceeds from sale of equipment................................................ 50 --
Purchases of short-term investments............................................ (38,407) (23,726)
Maturities of short-term investments........................................... 34,348 38,634
--------- --------
Net cash (used in) provided by investing activities....................... (9,799) 5,227
--------- --------
Cash provided by (used in) financing activities:
Payments on long-term debt..................................................... (32) (2,960)
Deferred charges related to long-term debt..................................... -- 1
Exercise of stock options and warrants......................................... 836 2,207
--------- --------
Net cash provided by (used in) financing activities....................... 804 (752)
--------- ---------
Net (decrease) increase in cash and cash equivalents............................. (8,286) 4,528
Cash and cash equivalents, beginning of period................................... 68,802 23,219
--------- --------
Cash and cash equivalents, end of period......................................... $ 60,516 $ 27,747
========= ========
- ---------------------------------------------------------------------------------------------------------------
Supplemental cash flow disclosures:
Cash paid for income taxes............................................. $ 78 $ 84
========= ========
Cash paid for interest................................................. $ 12 $ 23
========= ========
- ---------------------------------------------------------------------------------------------------------------
Supplemental disclosure of non-cash operating activities:
Tax benefit associated with the exercise of stock options.............. $ 695 $ 8,890
========= ========
Compensation expense related to stock options.......................... $ 35 $ 36
========= ========
Contribution of treasury shares to Savings and Retirement Plan......... $ 410 $ --
========= ========
The accompanying notes are an integral part of these financial statements.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 BASIS OF PRESENTATION
The interim financial information included here is unaudited. In addition, the
financial information does not include all disclosures required under accounting
principles generally accepted in the United States of America because certain
note information included in the Company's annual report to shareholders has
been omitted and such information should be read in conjunction with the prior
year's annual report. However, the financial information reflects all
adjustments (consisting solely of normal recurring adjustments) that are, in the
opinion of management, necessary to a fair statement of the results for the
interim periods. The Company considers the disclosures adequate to make the
information presented not misleading.
NOTE 2 SHORT-TERM INVESTMENTS
The Company's short-term investments are classified as held-to-maturity. These
investments consist primarily of commercial paper and securities issued by
various federal agencies and corporations with original maturities of more than
90 days. Such short-term investments are carried at amortized cost, which
approximates fair value, due to the short period of time to maturity. Gains and
losses are included in investment income in the period they are realized.
NOTE 3 INVENTORIES
JULY 1 APRIL 1,
Inventories consisted of the following: 2001 2001
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(in thousands)
Raw materials.................................................... $ 4,222 $ 5,187
Work-in-process.................................................. 5,912 7,868
Finished goods................................................... 3,029 2,606
---------- ---------
$ 13,163 $ 15,661
========== =========
NOTE 4 SEGMENT INFORMATION
The Company is organized into two reportable segments as follows:
SEMICONDUCTOR PRODUCTS:
The Semiconductor Products segment designs and manufactures gallium arsenide
integrated circuits, other discrete semiconductors and multi-chip modules
primarily for the global wireless communications and broadband markets.
CERAMIC PRODUCTS:
The Ceramic Products segment designs and manufactures technical ceramic and
magnetic products for the global wireless infrastructure and broadband markets.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 4 SEGMENT INFORMATION (CONTINUED)
The table below presents selected financial data by business segment for the
periods indicated.
QUARTERS ENDED
-----------------------------------
JULY 1, JULY 2,
2001 2000
-------------- --------------
(in thousands)
NET SALES
Semiconductor Products........................................... $ 26,182 $ 52,960
Ceramic Products................................................. 6,039 12,728
-------------- -------------
$ 32,221 $ 65,688
============== =============
OPERATING (LOSS) INCOME
Semiconductor Products........................................... $ (6,996) $ 7,878
Ceramic Products................................................. (719) 2,077
-------------- -------------
$ (7,715) $ 9,955
============= =============
JULY 1, APRIL 1,
2001 2001
-------------- --------------
(in thousands)
NET LONG-LIVED ASSETS
Semiconductor Products........................................... $ 97,931 $ 97,568
Ceramic Products................................................. 16,947 16,628
-------------- -------------
$ 114,878 $ 114,196
============== =============
JULY 1, APRIL 1,
2001 2001
-------------- --------------
(in thousands)
TOTAL ASSETS
Semiconductor Products........................................... $ 126,011 $ 138,614
Ceramic Products................................................. 26,724 29,217
Corporate........................................................ 167,595 169,188
-------------- -------------
$ 320,330 $ 337,019
============== =============
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 4 SEGMENT INFORMATION (CONTINUED)
JULY 1, APRIL 1,
2001 2001
-------------- --------------
(in thousands)
TOTAL CAPITAL EXPENDITURES
Semiconductor Products........................................... $ 4,736 $ 8,293
Ceramic Products................................................. 1,054 1,388
-------------- -------------
$ 5,790 $ 9,681
============== =============
SIGNIFICANT CUSTOMERS
During the three months ended July 1, 2001, one customer and one value-added
distributor accounted for approximately 22% and 13%, respectively, of the
Company's total net sales. During the three months ended July 2, 2000, two
customers accounted for approximately 32% and 14%, respectively, of the
Company's total net sales. As of July 1, 2001 and July 2, 2000, one customer
accounted for approximately 19% and 15%, respectively, of the Company's gross
accounts receivable.
NOTE 5 EARNINGS PER SHARE
A reconciliation of the weighted average number of shares outstanding used in
the computation of the basic and diluted (loss) earnings per share for the three
months ended July 1, 2001 and July 2, 2000 is as follows:
JULY 1, JULY 2,
2001 2000
- ---------------------------------------------------------------------------------------------------
(in thousands)
Weighted average shares (basic).................................. 43,601 42,662
Effect of dilutive stock options................................. -- 2,124
--------- ---------
Weighted average shares (diluted)................................ 43,601 44,786
========= =========
For the quarters ended July 1, 2001 and July 2, 2000, options to purchase
approximately 6.7 million and 31,000 shares, respectively, were outstanding but
not included in the computation of diluted earnings per share because their
effect would have been antidilutive.
NOTE 6 COMMITMENTS AND CONTINGENCIES
The Company is party to suits and claims arising in the normal course of
business. Management believes these are adequately provided for or will result
in no significant additional liability to the Company.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
We design, develop, manufacture and market proprietary radio frequency,
microwave frequency and millimeter wave frequency integrated circuits, discrete
semiconductors and integrated modules for the wireless and broadband
communications markets. We also design, develop, manufacture and market
proprietary technical ceramic and magnetic products for the wireless
infrastructure and broadband markets.
RESULTS OF OPERATIONS
The following table shows our statement of operations data as a percentage of
sales for the periods indicated.
Quarter Ended
July 1, July 2,
2001 2000
---------- ---------
Net sales............................................................ 100.0% 100.0%
Cost of sales ....................................................... 72.7 55.0
-------- -------
Gross margin......................................................... 27.3 45.0
Research and development expenses.................................... 30.4 12.0
Selling and administrative expenses.................................. 20.8 17.8
-------- -------
Operating (loss) income.............................................. (23.9) 15.2
Other income, net.................................................... 5.8 2.9
-------- -------
(Loss) income before income taxes.................................... (18.2) 18.1
(Credit) provision for income taxes.................................. (6.0) 6.1
-------- -------
Net (loss) income................................................... (12.2)% 11.9%
======== =======
NET SALES. Net sales decreased 50.9% to $32.2 million for the first quarter of
fiscal 2002 from $65.7 million for the first quarter of fiscal 2001. Orders
decreased 67.1% to $23.7 million for the first quarter of fiscal 2002, compared
with $72.2 million for the same period last year. A downturn in the wireless and
broadband markets resulted in lower sales during the first quarter of fiscal
2002 in both of our business segments- Semiconductor Products and Ceramic
Products- when compared to the first quarter of fiscal 2001. Deliveries to one
customer and one value-added distributor represented approximately 22% and 13%,
respectively, of our total net sales for the first three months of fiscal 2002.
Deliveries to two customers represented approximately 32% and 14%, respectively,
of our total net sales for the first quarter of fiscal 2001.
GROSS PROFIT. Gross profit decreased 70.2% to $8.8 million or 27.3% of net sales
for the first quarter of fiscal 2002 from $29.5 million or 45.0% of net sales
for the comparable period last year. This decrease was primarily due to the
decline in sales and the resulting underutilization of manufacturing capacity.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses increased
24.2% to $9.8 million or 30.4% of net sales for the first quarter of fiscal 2002
from $7.9 million or 12.0% of net sales for the comparable period last year. The
increase in research and development expenses was primarily the result of our
continued commitment to meeting our customers' changing product requirements,
including the migration from individual chips to integrated radio frequency
module solutions. During the first quarter ended July 1, 2001, we announced the
introduction of the world's first tri-band power amplifier module employing
InGap HBT (indium gallium phosphide heterojunction bipolar transistor) process
technology. This module is designed for use in existing dual-mode wireless
handsets and is fully GPRS (General Packet Radio Service) compliant.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses
decreased 42.6% to $6.7 million or 20.8% of net sales for the first quarter of
fiscal 2002 from $11.7 million or 17.8% of net sales for the first quarter of
fiscal 2001. The decrease in selling and administrative expenses was primarily
the result of a reduction in sales commission expenses due to lower sales levels
and to specific actions taken to reduce costs, including a reduction in
workforce and modification of employee work schedules, as well as management of
discretionary spending.
OTHER INCOME (EXPENSE), NET. Other income, net, for the first quarter of fiscal
2002 remained consistent at approximately $1.9 million when compared to the
first quarter of fiscal 2001. Other income, net, consists primarily of interest
income generated by our cash, cash equivalents and short-term investments.
CREDIT FOR INCOME TAXES. The credit for income taxes has been recorded based on
the current estimate of our effective tax rate of 33%. This rate differs from
the statutory federal income tax rate primarily because of state and federal tax
credits.
BUSINESS SEGMENTS
The table below displays sales and operating income by business segment for the
first quarters of fiscal 2002 and 2001.
Quarters Ended
July 1, July 2,
2001 2000
------------- -----------
(in thousands)
NET SALES
Semiconductor Products.................................................. $ 26,182 $ 52,960
Ceramic Products........................................................ 6,039 12,728
----------- -----------
$ 32,221 $ 65,688
=========== ===========
OPERATING (LOSS) INCOME
Semiconductor Products.................................................. $ (6,996) $ 7,878
Ceramic Products........................................................ (719) 2,077
----------- -----------
$ (7,715) $ 9,955
============ ===========
- -----------------------------------------------------------------------------------------------------------------
SEMICONDUCTOR PRODUCTS. Net sales for the Semiconductor Products segment
decreased 50.6% to $26.2 million for the first quarter of fiscal 2002 from $53.0
million for the same quarter last year. The decrease was primarily attributable
to a downturn experienced in both of our targeted markets, wireless
communications and broadband, during the first quarter of fiscal 2002.
Operating (loss) income for the Semiconductor Products segment decreased to an
operating loss of $7.0 million for the first quarter of fiscal 2002 compared to
an operating income of $7.9 million for the same quarter last year. The decline
was primarily the result of the impact of relatively fixed operating costs
against lower revenue during the quarter ended July 1, 2001.
CERAMIC PRODUCTS. Net sales for the Ceramic Products segment decreased 52.6% to
$6.0 million for the first quarter of fiscal 2002 from $12.7 million for the
same quarter last year. The decrease was primarily attributable to a downturn in
the wireless infrastructure and broadband markets during the first quarter of
fiscal 2002.
Operating (loss) income for the Ceramic Products segment decreased to an
operating loss of $719,000 for the first quarter of fiscal 2002 compared to an
operating income of $2.1 million for the same quarter last year. The decline was
primarily due to lower revenue generated during the quarter ended July 1, 2001.
FINANCIAL CONDITION
At July 1, 2001, working capital totaled $185.3 million, including $149.6
million in cash, cash equivalents and short-term investments. Annualized
inventory turns for the first quarter ended July 1, 2001 decreased to 7.1
compared to 10.2 for the same period last year. Additionally, days sales
outstanding for the first quarter ended July 1, 2001 increased to 67 days
compared to 62 days for the same period last year. During this quarter, we
continued to manage our working capital. Responding to the downturn in the
wireless communications and broadband
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
markets, we delayed investment in certain capital expenditures and reduced our
inventory levels, therefore minimizing our exposure to inventory obsolescence.
We accomplished this while maintaining our commitment to investment in research
and development and maintaining our manufacturing capability. Cash provided by
operations for the quarter was $709,000 and was primarily attributable to a
decline in inventory and accounts receivable offset by a decrease in accounts
payable.
During the first quarter of fiscal 2002, capital expenditures totaled $5.8
million. Of the $5.8 million, approximately $4.7 million related to the
Semiconductor Products segment as we continued our investment in major capital
initiatives in the semiconductor gallium arsenide (GaAs) wafer fabrication
operation and the integrated circuit and discrete semiconductor assembly and
test areas. We are creating a GaAs IC line that will allow the manufacture of
product on six-inch wafers. We are in the initial stages of development of this
six-inch wafer production line, which we estimate will cost approximately $30
million. We expect to complete this project within eighteen months. Once this
new six-inch wafer production line is in operation, we plan to convert our
existing four-inch wafer production areas to six-inch, as future demand
requires. Improvements in manufacturing capabilities at our ceramics facilities
accounted for approximately $1.1 million of capital expenditures.
We believe that anticipated cash from operations, available funds and borrowings
under our revolving credit agreement, together with the net proceeds from our
fiscal 2000 stock offering, will be adequate to fund our currently planned
working capital and capital expenditure requirements, at least through fiscal
2002.
OTHER MATTERS
Safe Harbor Statement - Except for the historical information, this report
contains forward-looking statements that reflect the Company's current
expectations and predictions of future results, accomplishments, intentions and
other matters, all of which are inherently subject to risks and uncertainties.
The Company's actual results may differ materially from those anticipated in the
Company's forward-looking statements, based on various factors. Such factors
include, but are not limited to: variations in projected financial results for
fiscal 2002 and the remaining quarters of fiscal 2002, the timing and extent of
recovery in the broadband and wireless markets, expected benefits from and
timing and success of the Company's product development and marketing efforts,
Alpha's expected ability to generate pre-tax income, Alpha's ability to generate
increased dollar content per platform, successful participation in new data
services such as 3G, GPRS and 2.5G, the success of Alpha's various strategic
relationships, Alpha's success in penetrating new markets in Asia and other
geographies, Alpha's ability to provide advantageous cycle times and a range of
product offerings, cancellation or postponement of customer orders, inability to
predict customer orders and other factors affecting "visibility", the
disproportionate impact of Alpha's business relationships with its larger
customers, difficulty manufacturing products in sufficient quantity and quality,
erosion of selling prices or margins, modifications of the Company's plans or
intentions, and market developments, competitive pressures and changes in
economic conditions that vary from the Company's expectations. Additional
information on these and other factors that may cause actual results and the
Company's performance to differ materially is included in the Company's periodic
reports filed with the Securities and Exchange Commission, including but not
limited to the Company's Form 10-K for the year ended April 1, 2001. The Company
cautions readers not to place undue reliance upon any such forward-looking
statements, which speak only as of the date made. The Company does not undertake
or accept any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement to reflect any change in the
Company's expectations or any change in events, conditions or circumstances on
which any such statement is based.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(10) Material Contracts
(c) Severance Agreement dated April 1, 2001 between the
Registrant and David J. Aldrich.
(b) Reports on Form 8-K
No reports on Form 8-K were filed with the Securities and
Exchange Commission during the fiscal quarter ended July 1,
2001.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
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.
Date: August 10, 2001
---------------
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
---------------------------------------
Registrant
/S/ David J. Aldrich
--------------------------------------------
David J. Aldrich
Chief Executive Officer
President
/S/ Paul E. Vincent
--------------------------------------------
Paul E. Vincent
Chief Financial Officer
Principal Financial Officer
Principal Accounting Officer
Secretary
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
Listed and indexed below are all Exhibits filed as part of this report.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
10.c Severance Agreement dated April 1, 2001 between the
Registrant and David J. Aldrich.
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