1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 27, 1999
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 1-5560
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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.
Yes X 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 25, 1999
COMMON STOCK, PAR VALUE $.25 PER SHARE 19,382,347
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TABLE OF CONTENTS
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PAGE
PART 1 FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets - June 27, 1999 and March 28, 1999.... 3
Consolidated Statements of Income - Quarters Ended June 27,
1999 and June 28, 1998............................................ 4
Consolidated Statements of Cash Flows - Three Months Ended
June 27, 1999 and June 28, 1998................................... 5
Notes to Consolidated Financial Statements........................ 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations............................... 9
Item 3 - Quantitative and Qualitative Disclosures About Market Risk... 13
PART 2 OTHER INFORMATION
Item 1 - Legal Proceedings............................................ 13
Item 6 - Exhibits and Reports on Form 8-K............................. 13
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CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts)
JUNE 27, MARCH 28,
1999 1999
(UNAUDITED) (AUDITED)
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ASSETS
Current assets
Cash and cash equivalents .................................. $ 73,381 $ 14,029
Short-term investments (Note 2) ............................ 56,238 9,731
Accounts receivable ........................................ 24,682 22,972
Inventories (Note 3) ....................................... 9,928 8,773
Prepayments and other current assets ....................... 1,889 796
Deferred tax assets ........................................ 3,839 6,522
-------- --------
Total current assets ....................................... 169,957 62,823
-------- --------
Property, plant and equipment, less accumulated depreciation and
amortization of $64,426 and $62,204 ........................ 46,209 42,497
Other assets ..................................................... 1,432 1,361
-------- --------
$217,598 $106,681
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt ....................... $ 387 $ 912
Accounts payable ........................................... 9,523 10,700
Accrued liabilities:
Payroll, commissions and related expenses ................ 6,105 7,292
Other accrued liabilities ................................ 755 1,232
-------- --------
Total current liabilities ......................... 16,770 20,136
-------- --------
Long-term debt ................................................... 462 713
-------- --------
Other long-term liabilities ...................................... 1,720 1,626
-------- --------
Deferred tax liabilities ......................................... 3,271 3,192
-------- --------
Commitments and contingencies (Note 6)
Stockholders' equity
Common stock par value $.25 per share: authorized
30,000,000 shares; issued 19,403,464 and 16,051,311 shares 4,851 4,013
Additional paid-in capital ................................. 167,974 58,872
Retained earnings .......................................... 22,665 18,276
Less - Treasury shares 48,761 and 62,379 shares at cost .... 104 133
Unearned compensation-restricted stock ................... 11 14
-------- --------
Total stockholders' equity ............................... 195,375 81,014
-------- --------
$217,598 $106,681
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The accompanying notes are an integral part of these financial statements.
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CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share data)
THREE MONTHS ENDED
JUNE 27, JUNE 28,
1999 1998
- --------------------------------------------------------------------------
Net sales ............................... $ 38,605 $ 29,955
Cost of sales ......................... 21,500 17,132
Research and development expenses ..... 4,386 3,022
Selling and administrative expenses.... 6,434 5,497
-------- --------
Operating income ........................ 6,285 4,304
Interest expense ........................ (57) (89)
Interest income and other, net .......... 630 201
-------- --------
Income before income taxes .............. 6,858 4,416
Provision for income taxes .............. 2,469 442
-------- --------
Net income .............................. $ 4,389 $ 3,974
======== ========
Net income per share basic .............. $ 0.26 $ 0.25
======== ========
Net income per share diluted ............ $ 0.25 $ 0.25
======== ========
Weighted average common shares basic .... 16,932 15,708
======== ========
Weighted average common shares diluted .. 17,866 16,098
======== ========
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The accompanying notes are an integral part of these financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
THREE MONTHS ENDED
JUNE 27, JUNE 28,
1999 1998
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Cash flows from operating activities:
Net income ............................................................ $ 4,389 $ 3,974
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization of property, plant and equipment ...... 2,222 1,876
Deferred taxes ...................................................... 2,762 --
Contribution of treasury shares to Savings and Retirement Plan ...... 250 215
Amortization of unearned compensation - restricted stock, net ....... 3 8
Increase (decrease) in other liabilities and long-term benefits ..... 94 (22)
Increase in other assets ............................................ (92) (50)
Change in assets and liabilities
Accounts receivable ................................................ (1,710) 1,430
Inventories ........................................................ (1,155) (1,847)
Other current assets ............................................... (1,093) (120)
Accounts payable ................................................... (1,177) 1,301
Other accrued liabilities and expenses ............................. (1,664) (458)
--------- --------
Net cash provided by operations .................................. 2,829 6,307
--------- --------
Cash flows from investing activities:
Purchases of short-term investments ................................... (49,057) (4,228)
Maturities of short-term investments .................................. 2,550 --
Additions to property, plant and equipment ............................ (5,934) (3,117)
--------- --------
Net cash (used in) investing activities .......................... (52,441) (7,345)
--------- --------
Cash flows from financing activities:
Payments on long-term debt ............................................ (776) (469)
Deferred charges related to long-term debt ............................ 21 4
Payments on capital lease obligations ................................. -- (6)
Proceeds from sale of stock ........................................... 109,485 --
Exercise of stock options ............................................. 234 76
--------- --------
Net cash provided by (used in) financing activities .............. 108,964 (395)
--------- --------
Net increase (decrease) in cash and cash equivalents .................... 59,352 (1,433)
Cash and cash equivalents, beginning of period .......................... 14,029 14,356
--------- --------
Cash and cash equivalents, end of period ................................ $ 73,381 $ 12,923
========= ========
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The accompanying notes are an integral part of these financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 BASIS OF PRESENTATION
The interim financial information included herein is unaudited. In addition, the
financial information does not include all disclosures required under generally
accepted accounting principles 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) which 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 bonds 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
JUNE 27, MARCH 28,
Inventories consist of the following: 1999 1999
- --------------------------------------------------------------------------------
(in thousands)
Raw materials ................................ $3,643 $3,852
Work-in-process .............................. 4,307 3,034
Finished goods ............................... 1,978 1,887
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$9,928 $8,773
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NOTE 4 SEGMENT INFORMATION
The Company is organized into three reportable segments as follows:
WIRELESS SEMICONDUCTOR PRODUCTS:
The Wireless Semiconductor segment designs and manufactures gallium arsenide
integrated circuits and other discrete semiconductors to the global market for
wireless telephone handsets, wireless data and other applications.
APPLICATION SPECIFIC PRODUCTS:
The Application Specific segment designs and manufactures a broad range of
gallium arsenide and silicon devices and components to satellite,
instrumentation, defense and other communications markets.
CERAMIC PRODUCTS:
The Ceramics segment designs and manufactures technical ceramic and magnetic
products for wireless telephony infrastructure and other wireless markets.
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NOTE 4 SEGMENT INFORMATION (continued)
The table below presents selected financial data by business segment for the
periods indicated.
THREE MONTHS ENDED
---------------------------
JUNE 27, JUNE 28,
1999 1998
-------- --------
(in thousands)
SALES
Wireless Semiconductor Products ............ $23,998 $14,070
Application Specific Products .............. 6,585 9,891
Ceramic Products ........................... 8,022 5,994
------- -------
$38,605 $29,955
======= =======
OPERATING INCOME
Wireless Semiconductor Products ............ $ 3,697 $ 814
Application Specific Products .............. 1,690 3,272
Ceramic Products ........................... 898 218
------- -------
$ 6,285 $ 4,304
======= =======
JUNE 27, MARCH 28,
1999 1999
-------- ---------
(in thousands)
TOTAL ASSETS
Wireless Semiconductor Products .......... $ 48,278 $ 41,508
Application Specific Products ............ 9,189 10,751
Ceramic Products ......................... 22,694 20,119
Corporate ................................ 137,437 34,303
-------- --------
$217,598 $106,681
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SIGNIFICANT CUSTOMER
During the three months ended June 27, 1999 and June 28, 1998, one customer
accounted for approximately 32% and 25%, respectively, of the Company's sales.
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NOTE 5 EARNINGS PER SHARE
A reconciliation of the weighted average number of shares outstanding used in
the computation of the basic and diluted earnings per share for the three months
ended June 27, 1999 and June 28, 1998 is as follows:
JUNE 27, JUNE 28,
1999 1998
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(in thousands)
Weighted average shares (basic) .............. 16,932 15,708
Effect of dilutive stock options ............. 934 390
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Weighted average shares (diluted) ............ 17,866 16,098
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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.
NOTE 7 COMMON STOCK OFFERING
In June 1999, we successfully completed a public offering which raised $109.4
million, net of expenses, on the sale of 3,314,350 shares of common stock.
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PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table shows our statement of operations data as a percentage of
sales for the periods indicated:
Three Months Ended
June 27, June 28,
1999 1998
-------- --------
Sales ........................................ 100.0% 100.0%
Cost of sales ................................ 55.7 57.2
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Gross margin ................................. 44.3 42.8
Research and development expenses ............ 11.4 10.1
Selling and administrative expenses .......... 16.6 18.3
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Operating income ............................. 16.3 14.4
Other income (expense), net .................. 1.5 0.3
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Income before income taxes ................... 17.8 14.7
Provision for income taxes ................... 6.4 1.5
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Net income ................................... 11.4% 13.2%
===== =====
SALES. Sales increased 28.9% to $38.6 million for the first quarter of fiscal
2000 from $30.0 million for the first quarter of fiscal 1999. New orders
increased 51.7% to $42.0 million for the first three months of fiscal 2000,
compared with $27.7 million for the same period last year. The increase in sales
and orders was primarily the result of increased demand for wireless products
and our penetration into additional handset platforms. Deliveries to one
customer represented approximately 32% of our total sales for the first three
months of fiscal 2000 compared with 25% for the comparable period last year.
GROSS PROFIT. Gross profit increased 33.4% to $17.1 million or 44.3% of sales
for the first three months of fiscal 2000 from $12.8 million or 42.8% of sales
for the comparable period last year. This increase was primarily a result of
improved operating efficiencies, particularly in Wireless Semiconductors Group,
which continued to leverage capacity and improve yields.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses increased
45.1% to $4.4 million or 11.4% of sales for the first quarter of fiscal 2000
from $3.0 million or 10.1% of sales compared with the same period last year. The
increase in research and development expenses is primarily attributable to the
development of processes and products in the Wireless Semiconductor Products
Group. Over 75% of our total research and development expenses were focused on
the Wireless Semiconductor Products Group's efforts in developing GaAs
integrated circuits and other high volume wireless products.
SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses totaled
$6.4 million or 16.6% of sales for the first three months of fiscal 2000
compared with $5.5 million or 18.3% of sales for the same period last year. The
increase in selling and administrative expenses reflect increased sales
commissions resulting from higher sales volumes, while the decrease in selling
and administrative expenses as a percentage of sales was attributable to our
continued efforts to control administrative costs.
OTHER INCOME (EXPENSE), NET. Interest expense for the first quarter of fiscal
2000 decreased $32 thousand over the comparable period last year due to a
decline in outstanding borrowings. Interest income for the first quarter ended
June 27, 1999 increased $429 thousand over the comparable period last year as a
result of the higher levels of cash, cash equivalents and short-term
investments.
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PROVISION FOR INCOME TAXES. Our effective tax rates for the first three months
of fiscal 2000 and 1999 were 36% and 10% respectively. Last year's rate differed
from statutory rates primarily as a result of the utilization of net operating
loss carryforwards.
BUSINESS SEGMENTS
The table below displays sales and operating income by business segment for the
first quarter of fiscal 2000 and 1999.
Three Months Ended
June 27, June 28,
1999 1998
SALES
Wireless Semiconductor Products ................ $23,998 $14,070
Application Specific Products .................. 6,585 9,891
Ceramic Products ............................... 8,022 5,994
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$38,605 $29,955
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OPERATING INCOME
Wireless Semiconductor Products ................ $ 3,697 $ 814
Application Specific Products .................. 1,690 3,272
Ceramic Products ............................... 898 218
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$ 6,285 $ 4,304
======= =======
WIRELESS SEMICONDUCTOR PRODUCTS. Sales for the Wireless Semiconductor Products
Group increased 70.6% to $24.0 million for the first quarter of fiscal 2000 from
$14.1 million for the same quarter last year. The increase was primarily the
result of increased demand for wireless products and our penetration into
additional handset platforms.
Operating income for the Wireless Semiconductor Group increased 354.2% to $3.7
million for the first three months of fiscal 2000 from $814 thousand for the
comparable quarter last year. The increase was primarily attributable to
improved operating efficiencies as this group continued to leverage capacity and
improve yields. In addition, this group continued its focus on the development
of processes and products for the wireless market, while continuing to control
administrative costs.
APPLICATION SPECIFIC PRODUCTS. Sales for the Application Specific Products
Group for the first quarter of fiscal year 2000 decreased 33.4% to $6.6 million
from $9.9 million for the comparable quarter last year. This decrease was due
to a reduction of volume on some of our few remaining defense contracts and
exiting from certain small product lines in the group.
Operating income for the quarter was $1.7 million, 48.3% below the $3.3 million
reported for the same quarter last year. The group continued to realign its
cost structure to current volumes, reporting a gross margin of over 50% and
an operating margin of 25.7% for the first quarter of fiscal 2000.
CERAMIC PRODUCTS. Sales for the Ceramics Group increased 33.8% to $8.0 million
from $6.0 million. The increase is due primarily to increased demand for
wireless infrastructure products.
Operating income for the Ceramics Group increased 311.9% to $898 thousand from
$218 thousand. The increase in operating income was primarily the result of
improved operating efficiencies, including the leveraging of capacity and
increased manufacturing automation.
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FINANCIAL CONDITION
At June 27, 1999, working capital totaled $153.2 million and included $129.6
million in cash, cash equivalents and short-term investments, compared with
$42.7 million of working capital at the end of fiscal 1999. In June 1999, we
completed a public offering of our common stock that raised net proceeds of
$109.4 million. Uses of cash included $5.9 million for capital expenditures as
we continued our investment in the semiconductor GaAs wafer fabrication
operation and the integrated circuit and discrete semiconductor assembly and
test areas, as well as for improved manufacturing capabilities at the ceramics
manufacturing facility.
The $18 million expansion of our GaAs fabrication facility in Massachusetts,
begun fifteen months ago, has allowed us to significantly increase our current
capacity. The new clean room space is complete and in use, and additional
manufacturing equipment is being installed and brought to full productivity as
needed. Demand for our GaAs products continues to increase strongly, and we are
now evaluating the next expansion phase in this fab, which will involve the
addition of new equipment, without the need for additional clean room
construction. We are also examining various options that would allow another
significant expansion of our GaAs capacity, through acquisition or construction.
We believe that our current cash position, together with continued cash
generated from operations and two lines of credit totaling $15 million, will
provide us with adequate funds to support our current operating needs and allow
us to undertake and complete these expansion projects.
NEW ACCOUNTING PRONOUNCEMENTS
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
establishes accounting and reporting standards for derivatives and hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the balance sheet and measure those instruments at fair
value. SFAS No. 133 will be effective for our fiscal year 2002. We are currently
evaluating SFAS No.133. We do not expect this new statement to have a material
effect on our consolidated financial position, results of operations or cash
flow.
A proposed interpretation of APB Opinion No. 25, "Accounting for Stock Issued
to Employees," would change the way the Company accounts for stock options
issued to non-employee directors. The Company currently uses the intrinsic
value method for such options. The interpretation, if adopted, will require
that we recognize compensation cost, based on the fair value method, for stock
options granted to non-employee directors after December 15, 1998. The portion
of cost recognized would be on a prospective basis from the date of issuance of
the interpretation over the remaining vesting period of the option grant. The
Company is evaluating the potential effect of the interpretation but does not
believe its adoption would have a material effect on our consolidated financial
position, results of operations, or cash flow.
YEAR 2000
The Year 2000 issue relates to the inability of certain computer software
programs to properly recognize and process date sensitive information relative
to the Year 2000 and beyond. To address this issue, we have initiated a
company-wide Year 2000 project under the direction of senior management. We have
evaluated our products and have determined that our products are not date
sensitive. We do not expect Year 2000 exposure for products sold.
We have completed a comprehensive inventory of our internal information systems.
Over the last several years, we have invested in new computer hardware and
software to improve our business operations. All such systems were required to
be Year 2000 compliant as a condition of purchase. We have completed testing of
our critical information systems. As a result of this testing, we do not believe
that any critical systems will cause a significant interruption of our business.
Certain systems require minor upgrades. These upgrades are expected to be
completed by September 1999 and the costs are not expected to be material.
We have also completed a comprehensive inventory of our equipment and
facilities. We have substantially completed testing of critical items to ensure
that they are compliant. As a result of our testing to date, we do not believe
that any critical items will result in a significant disruption to our business.
Minor upgrades are planned for certain items. These upgrades are expected to be
completed by September 1999 and the costs are not expected to be material.
We have completed formal communication with significant suppliers, customers,
financial institutions and other third parties with which we have a material
relationship in order to determine whether those entities have adequate plans in
place to ensure their Year 2000 preparedness. As a result of our communications,
we have not identified any issues with respect to these third parties.
At this time, we have not developed a "worst case" scenario or an overall
contingency plan and do not intend to do so unless, as a result of ongoing
testing and evaluation, we believe these plans are warranted. Based upon our
assessment to date and our expectations that our Year 2000 project will be
substantially complete by September 1999, we believe adequate time will be
available to ensure alternatives can be developed, assessed and implemented, if
necessary, prior to a Year 2000 issue having a negative impact on our
operations. However, we cannot assure that such modifications and conversions,
if required, will be completed on a timely basis.
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We have not prepared estimates of costs to remediate Year 2000 problems.
However, based on currently available information, including the results of our
assessment to date, we do not believe that the costs associated with Year 2000
compliance will have a material adverse effect on our business, results of
operations or financial condition.
Although we believe our planning efforts are adequate to address our Year 2000
compliance concerns, we cannot guarantee that we will not experience
unanticipated negative consequences or material costs caused by undetected
errors or defects in the technology used in our internal systems or that third
parties upon which we rely will not experience similar negative consequences.
OTHER MATTERS
Safe Harbor Statement - Except for the historical information contained herein,
this report contains forward-looking statements that constitute the Company's
current intentions, hopes, beliefs, expectations or predictions of the future
which are, therefore, inherently subject to risks and uncertainties. The
Company's actual results could differ materially from those anticipated in the
Company's forward-looking statements based on various factors, including without
limitation: cancellation or deferral of customer orders, dependence on a small
number of large customers, difficulties in the timely development and market
acceptance of new products, market developments that vary from the current
public expectations concerning the growth of wireless communications,
difficulties in manufacturing new or existing products in sufficient quantity or
quality, increased competitive pressures, decreasing selling prices for the
Company's products, or changes in economic conditions. Further information on
factors that could affect the Company's performance is included in the Company's
periodic reports filed with the SEC, including but not limited to the Company's
Form 10-K for the year ended March 28, 1999, and subsequent Forms 10-Q. 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
expressly disclaims any obligations or undertaking to release publicly any
updates or revisions to any such statements 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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PART I
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of changes in the value of a short-term
investment and a financial instrument caused by fluctuations in investment
prices and interest rates.
The Company handles market risks in accordance with established policies. The
Company's risk-management activities include "forward-looking statements" that
involve risk and uncertainties. Actual results could differ materially from
those projected in the forward-looking statements.
Investment Price Risk
The fair value of the Company's short-term investment portfolio at June 27,
1999, approximated carrying value due to its short-term duration. Market risk,
estimated as the potential decrease in fair value resulting from a hypothetical
10% decrease in interest rates for the issues contained in the investment
portfolio, is considered not to be material because of the short-term nature of
the investments.
Interest Rate Risk
The carrying value of the Company's long-term debt, including current
maturities, was approximately $849 thousand at June 27, 1999. Due to the nature
of the debt instruments, management has determined that the fair value was not
materially different from the quarter-end carrying value.
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
The Company does not have any material pending legal proceedings other than
routine litigation incidental to its business.
The Company has been notified by federal and state environmental agencies of its
potential liability with respect to the Spectron, Inc. Superfund site in Elkton,
Maryland. Several hundred other companies have also been notified about their
potential liability regarding this site. The Company continues to deny that it
has any responsibility with respect to this site other than as a DE MINIMIS
party. Management is of the opinion that the outcome of the aforementioned
environmental matter will not have a material effect on the Company's operations
or financial position.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(3) Certificate of Incorporation and By-laws.
(a) Restated Certificate of Incorporation (Filed as Exhibit 3(a)
to Registration Statement on Form S-3 (Registration No.
33-63857))*.
(b) Amended and restated By-laws of the Corporation dated April
30, 1992 (Filed as Exhibit 3(b) to the Annual Report on Form
10-K for the year ended March 29, 1992)*.
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(4) Instruments defining rights of security holders, including
indentures.
(a) Specimen Certificate of Common Stock (Filed as Exhibit 4(a)
to Registration Statement on Form S-3 (Registration No.
33-63857))*.
(b) Frederick County Industrial Development Revenue Bond, Deed
of Trust, Loan Agreement and Guaranty and Indemnification
Agreement dated June 17, 1982 (Filed as Exhibit 4(g) to the
Registration Statement on Form S-8 filed July 29, 1982)*.
Bond and Loan Document Modification Agreement dated December
9, 1993 (Filed as Exhibit 4(c) to the Quarterly Report on
Form 10-Q for the quarter ended December 26, 1993)*.
(c) Loan and Security Agreement dated December 15, 1993 between
Trans-Tech, Inc., and County Commissioners of Frederick
County (Filed as Exhibit 4(h) to the Quarterly Report on
Form 10-Q for the quarter ended July 3, 1994)*.
(d) Amended and restated Credit Agreement dated October 1, 1997
between Alpha Industries, Inc., and Trans-Tech Inc. and
Fleet Bank of Massachusetts and Silicon Valley Bank (Filed
as Exhibit 4(f) to the Quarterly Report on Form 10-Q for the
quarter ended December 28, 1997)*; and as amended by First
Amendment dated September 30, 1998. (Filed as Exhibit 4(d)
to the Annual Report on Form 10-K for the fiscal year ended
March 28, 1999)*.
(10) Material Contracts.
(a) Alpha Industries, Inc., 1986 Long-Term Incentive Plan as
amended (Filed as Exhibit 10(a) to the Quarterly Report on
Form 10-Q for the quarter ended October 2, 1994)*. (1)
(b) Alpha Industries, Inc., Employee Stock Purchase Plan as
amended October 22, 1992 (Filed as Exhibit 10(b) to the
Annual Report on Form 10-K for the fiscal year ended March
28, 1993)* and amended August 22, 1995 (Filed as Exhibit
10(b) to the Annual Report on Form 10-K for the fiscal year
ended March 31, 1996)*. (1)
(c) SERP Trust Agreement between the Registrant and the First
National Bank of Boston as Trustee dated April 8, 1991
(Filed as Exhibit 10(c) to the Annual Report on Form 10-K
for the fiscal year ended March 31, 1991)*. (1)
(d) Alpha Industries, Inc., Long-Term Compensation Plan dated
September 24, 1990 (Filed as Exhibit 10(i) to the Annual
Report on Form 10-K for the fiscal year ended March 29,
1992)*; amended March 28, 1991 (Filed as Exhibit 10(a) to
the Quarterly Report on Form 10-Q for the quarter ended June
27, 1993)* and as further amended October 27, 1994 (Filed as
Exhibit 10(f) to the Annual Report on Form 10-K for the
fiscal year ended April 2, 1995)*. (1)
(e) Severance Agreement dated January 13, 1997 between the
Registrant and Thomas C. Leonard (Filed as Exhibit 10(f) to
the Annual Report on Form 10-K for the fiscal year ended
March 30, 1997)*. (1)
(f) Severance Agreement dated May 20, 1997 between the
Registrant and David J. Aldrich (Filed as Exhibit 10(g) to
the Annual Report on Form 10-K for the fiscal year ended
March 30, 1997)*.(1)
(g) Severance Agreement dated January 14, 1997 between the
Registrant and Richard Langman (Filed as Exhibit 10(h) to
the Annual Report on Form 10-K for the fiscal year ended
March 30, 1997)*. (1)
(h) Consulting Agreement dated August 13, 1992 between the
Registrant and Sidney Topol (Filed as Exhibit 10(p) to the
Annual Report on Form 10-K for the fiscal year ended April
3, 1994)*.(1)
(i) Alpha Industries, Inc., 1994 Non-Qualified Stock Option Plan
for Non-Employee Directors (Filed as Exhibit 10(r) to the
Quarterly Report on Form 10-Q for the quarter ended October
2, 1994)*. (1)
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Alpha Industries, Inc. and Subsidiaries
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(j) Alpha Industries Executive Compensation Plan dated January
1, 1995 and Trust for the Alpha Industries Executive
Compensation Plan dated January 3, 1995 (Filed as Exhibit
10(p) to the Annual Report on Form 10-K for the fiscal year
ended April 2, 1995)*.(1)
(k) Alpha Industries, Inc. Savings and Retirement 401(k) Plan
dated July 1, 1996 (Filed as Exhibit 10(n) to the Annual
Report on Form 10-K for the fiscal year ended March 30,
1997)*.
(l) Severance Agreement dated September 4, 1998 between the
Registrant and Paul E. Vincent (Filed as Exhibit 10(n) to
the Quarterly Report on Form 10-Q for the fiscal quarter
ended September 27, 1998)*. (1)
(m) Change in Control Agreement between the Registrant and James
C. Nemiah dated September 25, 1998 (Filed as Exhibit 10(o)
to the Quarterly Report on Form 10-Q for the fiscal quarter
ended September 27, 1998)*. (1)
(n) Severance Agreement dated December 11, 1998 between the
Registrant and Jean-Pierre Gillard (Filed as Exhibit 10(r)
to the Quarterly Report on Form 10-Q for the fiscal quarter
ended December 27, 1998)*. (1)
(o) Alpha Industries, Inc., 1997 Non-Qualified Stock Option Plan
for Non-Employee Directors. (Filed as Exhibit 10 (r) to the
Annual Report on Form 10-K for the fiscal year ended March
29, 1998)*.(1)
(p) Alpha Industries, Inc. 1996 Long-Term Incentive Plan (Filed
as Exhibit 99 to Registration Statement on Form S-8 filed
January 22, 1999)*.(1)
(q) Alpha Industries, Inc. 1999 Employee Long-Term Incentive
Plan dated April 27, 1999.
(11) Statement re computation of per share earnings.**
(27) Financial Data Schedules.
(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 June 27,
1999.
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* Not filed herewith. In accordance with Rule 12b-32 promulgated pursuant to the
Securities Exchange Act of 1934, as amended, reference is hereby made to
documents previously filed with the Commission, which are incorporated by
reference herein.
** Reference is made to Note 5 of the notes to Consolidated Financial Statements
on Page 8 of this Quarterly Report on Form 10-Q which Note 5 is hereby
incorporated by reference herein.
(1) Management Contracts.
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Alpha Industries, Inc. and Subsidiaries
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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 9, 1999
Alpha Industries, Inc. and Subsidiaries
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Registrant
/s/ Thomas C. Leonard
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Thomas C. Leonard
Chief Executive Officer
President
/s/ Paul E. Vincent
---------------------------------------
Paul E. Vincent
Chief Financial Officer
Principal Financial Officer
Principal Accounting Officer
16