<PAGE>
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 September 29, 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 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: (617) 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 October 27, 1996
Common Stock, par value $.25 per share 9,887,288
<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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Page
Part 1 FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets - September 29, 1996 and March 31, 1996... 3
Consolidated Statements of Income - Quarters and Six Months Ended
September 29, 1996 and October 1, 1995................................ 4
Consolidated Statements of Cash Flows - Six Months Ended
September 29, 1996 and October 1, 1995................................ 5
Notes to Consolidated Financial Statements............................ 6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................. 7
Part 2 OTHER INFORMATION
Item 1 - Legal Proceedings.................................................... 9
Item 4 - Submission of Matters to a Vote of Security Holders.................. 9
Item 6 - Exhibits and Reports on Form 8-K..................................... 9
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STATEMENT OF FAIR PRESENTATION
The 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.
2
<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts)
<TABLE>
<CAPTION>
Sept. 29, March 31,
1996 1996
(unaudited) (audited)
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents at cost........................ $ 7,118 $ 11,326
Short-term investments (approximates market)............. 3,039 4,143
Accounts receivable...................................... 15,410 17,688
Inventories (Note 1)..................................... 13,094 12,015
Prepayments and other current assets..................... 1,079 1,379
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Total current assets............................... 39,740 46,551
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Property, plant and equipment, less accumulated depreciation
and amortization of $52,632 and $49,908.................. 29,269 28,136
Other assets.................................................... 716 736
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$ 69,725 $ 75,423
====== ======
Liabilities And Stockholders' Equity
Current liabilities
Current maturities of long-term debt..................... $ 1,975 $ 332
Current maturities of capital lease obligations.......... 385 443
Accounts payable......................................... 4,771 7,075
Payroll, commissions and related expenses................ 5,264 4,898
Other accrued liabilities................................ 1,138 1,156
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Total current liabilities.......................... 13,533 13,904
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Long-term debt.................................................. 4,583 2,565
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Long-term capital lease obligations............................. 410 565
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Other long-term liabilities..................................... 941 856
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Commitments and contingencies (Note 3)
Stockholders' equity
Common stock par value $.25 per share: authorized
30,000,000 shares; issued 10,090,075 and
9,938,587 shares..................................... 2,523 2,484
Additional paid-in capital............................... 54,217 53,468
Retained earnings (accumulated deficit).................. (6,096) 2,056
Less - Treasury shares 203,812 and 249,052 shares
at cost........................................... 262 321
Unearned compensation-restricted stock............ 124 154
------ ------
Total stockholders' equity......................... 50,258 57,533
------ ------
$ 69,725 $ 75,423
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</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share data)
<TABLE>
<CAPTION>
Second Quarter Ended Six Months Ended
Sept. 29, Oct. 1, Sept. 29, Oct. 1,
1996 1995 1996 1995
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales................................. $ 20,137 $ 23,733 $ 40,203 $ 46,167
Cost of sales........................... 17,318 15,836 33,592 30,888
Research and development expenses....... 2,470 2,128 4,958 3,915
Selling and administrative expenses..... 4,451 4,308 9,838 8,737
Repositioning credit.................... - - - (320)
--------- --------- -------- --------
Operating income (loss)................... (4,102) 1,461 (8,185) 2,947
Interest expense.......................... (130) (232) (247) (441)
Interest income and other, net............ 108 44 280 77
--------- --------- -------- --------
Income (loss) before income taxes......... (4,124) 1,273 (8,152) 2,583
Provision for income taxes................ 604 192 - 388
--------- --------- -------- --------
Net income (loss)......................... $ (4,728) $ 1,081 $ (8,152) $ 2,195
========= ========= ======== ========
Net income (loss) per share............... $ (0.48) $ 0.13 $ (0.83) $ 0.27
========= ========= ======== ========
Weighted average common shares and
common share equivalents (Note 2)....... 9,820 8,208 9,764 8,196
========= ========= ======== ========
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</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
Sept. 29, Oct. 1,
1996 1995
- ----------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S> <C> <C>
Net income (loss)............................................................. $ (8,152) $ 2,195
Adjustments to reconcile net income (loss) to net cash provided from
(used for) operations:
Depreciation and amortization of property, plant and equipment........ 2,724 2,561
Contribution of treasury shares to Savings and Retirement Plan........ 410 220
Amortization of unearned compensation - restricted stock, net......... 27 30
Repositioning credit.................................................. - (320)
Increase in other liabilities and long-term benefits.................. 85 92
Decrease (increase) in other assets................................... 11 (305)
Change in assets and liabilities:
Accounts receivable................................................ 2,278 (2,604)
Inventories........................................................ (1,079) (1,377)
Other current assets............................................... 300 191
Accounts payable................................................... (2,304) (372)
Other accrued liabilities and expenses............................. 348 455
Repositioning reserve.............................................. - (366)
------ ------
Net cash provided from (used for) operations.................... (5,352) 400
------ ------
Cash flows from investing activities:
Proceeds from sale of building................................................ - 2,465
Purchases of short-term investments........................................... (2,475) -
Maturities of short-term investments.......................................... 3,579 -
Additions to property, plant and equipment.................................... (3,857) (3,595)
------ ------
Net cash used in investing activities........................... (2,753) (1,130)
------ ------
Cash flows from financing activities:
Proceeds from notes payable................................................... 3,952 3,033
Payments on long-term debt.................................................... (291) (3,657)
Deferred charges related to long-term debt.................................... 9 4
Payments on capital lease obligations......................................... (213) (237)
Proceeds from sale of stock................................................... 39 64
Exercise of stock options..................................................... 401 117
------ ------
Net cash (used in) provided from financing activities........... 3,897 (676)
------ ------
Net decrease in cash and cash equivalents............................................. (4,208) (1,406)
Cash and cash equivalents, beginning of period........................................ 11,326 3,510
------ ------
Cash and cash equivalents, end of period.............................................. $ 7,118 $ 2,104
====== ======
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</TABLE>
Supplemental Disclosures:
Capital lease obligations of $305 thousand were incurred during the six
months ended October 1, 1995 when the Company entered into leases for new
equipment.
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 INVENTORIES
<TABLE>
<CAPTION>
Sept. 29, March 31,
Inventories consist of the following (in thousands): 1996 1996
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Raw materials........................................ $ 6,403 $ 4,878
Work-in-process...................................... 4,001 5,830
Finished goods....................................... 2,690 1,307
----------- ----------
$ 13,094 $ 12,015
=========== ==========
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</TABLE>
NOTE 2 EARNINGS PER SHARE
Earnings (loss) per common share for the six months ended September 29, 1996 and
October 1, 1995 were computed using the weighted average number of outstanding
common shares plus common stock equivalents, if applicable, of 9,764,148 and
8,195,853 shares, respectively.
NOTE 3 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.
6
<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales for the first six months of fiscal 1997 totaled $40.2 million compared
with sales of $46.2 million for the same period last year. Sales for the second
quarter of fiscal 1997 totaled $20.1 million, compared with $23.7 million for
the comparable period last year. New orders received for the first half of
fiscal 1997 were $35.8 million compared with $52.5 million for the same period
last year. New orders received in the second quarter totaled $20.5 million,
compared with $26.2 million for the same period last year. The decrease in
sales and orders for the quarter was due to the slower than expected receipt of
new orders for ceramic products and millimeter wave digital radio components.
Year-to-date sales and orders were impacted by the above as well as a softening
in the wireless telecommunications industry, the delayed rollout of the
Personal Communication System (PCS) and by the decision to exit certain
non-strategic activities.
Gross profit for the first half of fiscal 1997 totaled $6.6 million compared
with $15.3 million for the comparable period last year. Gross profit for the
second quarter was $2.8 million compared with $7.9 million for the same period
last year. Lower margins are the result of lower sales volumes, rising costs
due to manufacturing capacity added during fiscal 1996, reserves for excess
inventory and a loss on a filter order. The inventory write-down of $1.5
million resulted from shifts in demand away from certain ceramic products at
Trans-Tech, Inc., the Company's subsidiary. A loss on a filter order of $500
thousand occurred when a customer redesigned the end product, requiring the
Company to scrap certain finished parts and materials and to issue credits for
returned product that was no longer required by the customer. In anticipation
of the demand for wireless communication products increasing over the second
half of fiscal 1997, the Company has decided to maintain or increase its
current levels of manufacturing capacity for MMICs, discrete semiconductors and
ceramic products in its U.S. facilities. In particular, the Company is
expanding its GaAs MMIC capacity to handle four inch wafers and is in the
process of adding a third shift to the GaAs fab.
Research and development expenses increased 27% for the first six months of
fiscal 1997 to $5.0 million, or 12% of sales, as compared with $3.9 million or
9% of sales for the same period last year. For the second quarter ended
September 29, 1996 research and development increased 16% to $2.5 million, or
12% of sales as compared to $2.1 million or 9% of sales. The increase in
research and development reflects the continued investment by the Company in the
GaAs MMIC and ceramic product lines.
Selling and administrative expenses increased 13% to $9.8 million or 25% of
sales for the first half of fiscal 1997, as compared with the same period last
year of $8.7 million or 19% of sales. For the second quarter ended September
29, 1996, selling and administrative expenses increased 3% to $4.5 million, or
22% of sales, as compared to $4.3 million or 18% of sales. The year-to-date
increase in selling and administrative expenses is primarily the result of
recognizing severance costs related to various corporate executives. The
increase in selling and administrative expenses for the second quarter reflects
an increase in sales and marketing activities directed toward expanded customer
service and market penetration.
Interest expense for the first six months and quarter ended September 29,
1996 decreased $194 thousand and $102 thousand, respectively, over the
comparable periods last year. Interest income for the first six months and
quarter ended September 29,1996 increased $246 thousand and $89 thousand,
respectively, over the same periods last year. Funds received from the
secondary stock offering that was completed during the third quarter of fiscal
1996, were used to reduce debt and increase short-term investments thereby
resulting in decreased interest expense and increased interest income.
7
<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
The Company reversed the income tax benefit of $604 thousand recorded in the
first quarter of fiscal 1997 because the Company no longer anticipates that
fiscal 1997 operations will be profitable.
For the first half of fiscal 1997, the Company reported a net loss of $8.2
million or $0.83 per share compared with a net income of $2.2 million or $0.27
per share for the comparable period last year. For the second quarter ended,
the Company reported a net loss of $4.7 million or $0.48 per share, compared
with net income of $1.1 million or $0.13 per share for the comparable period
last year.
The Company announced on November 4, 1996 that it intends to divest its
European ceramics manufacturing operation, Trans Tech Europe, and its digital
radio subsystem product line. The Trans Tech Europe manufacturing operation has
provided ceramic manufacturing capacity at a higher cost than our U.S.
operation, which, coupled with improved efficiencies in Maryland, have made the
European operation unnecessary. Similarly, the divestiture of the digital radio
subsystem product line will remove the disproportionate risk and cost
associated with the manufacture of these highly complex and low-volume,
low-margin subsystems, which have led to some past unpredictability in the
Company's operating results. The Company expects to take any associated charges
related to these divestitures in the third quarter of fiscal 1997. The Company
is working to achieve favorable terms for the divestitures, but these charges
are not expected to exceed $2.6 million or $0.26 per share for the least
favorable outcome.
FINANCIAL CONDITION
At September 29, 1996, working capital totaled $26.2 million and included
$10.2 million in cash, cash equivalents, and short-term investments, compared
with $32.6 million of working capital at the end of fiscal 1996. Cash decreased
$4.2 million during the first half of fiscal 1997 as a result of an $8.2
million loss, further investments in inventories and capital expenditures, as
well as, decreasing accounts payable. Capital expenditures were primarily for
continued automation of the semiconductor wafer fab operations and the MMIC and
discrete semiconductor assembly and test areas, as well as, for the improved
manufacturing capabilities of the ceramic manufacturing facilities. The Company
remains committed to adding the required capacity needed to service the
wireless markets as demand begins to return and therefore is expanding its GaAs
Fab to handle four inch wafer capability. During the quarter, the Company
funded its capital expenditures by drawing down $4 million against its
equipment line of credit. The equipment line of credit was converted to a three
year term loan and at September 29, 1996, the total outstanding balance was
$4.8 million.
With cash, cash equivalents and short-term investments of $10.2 million and
a $7.5 million line of credit available, the Company believes it has adequate
funds to support its current operating needs. The Company will continue to
evaluate other available financing such as low interest financing for the
capital expansion of its ceramic manufacturing business and any other sources
that may become available.
Safe Harbor Statement - Except for the historical information contained
herein, this Form 10-Q contains forward-looking statements that are inherently
subject to risks and uncertainties. The Company's results could differ
materially based on various factors, including without limitation: cancellation
or deferral of customer orders, 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
(including PCS), difficulty in divesting the above-mentioned business
operations (including the possibility that the Company may be unable to
structure acceptable transactions), difficulties in manufacturing new or
existing products in sufficient quantity or quality, increased competitive
pressures, or changes in economic conditions. Further information on factors
that could affect the Company's financial results is included in the Company's
periodic reports filed with the S.E.C., including the most recent Form 10-K and
subsequent Form 10-Qs.
8
<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
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 following two sites: the Spectron,
Inc. Superfund site in Elkton, Maryland; and the Seaboard Chemical Corporation
site in Jamestown, North Carolina. In each case several hundred other companies
have also been notified about their potential liability regarding these sites.
The Company continues to deny that it has any responsibility with respect to
these sites other than as a de minimis party. Management is of the opinion that
the outcome of the aforementioned environmental matters will not have a
material effect on the Company's operations or financial position.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) On September 9, 1996, Alpha Industries, Inc. held its Annual Meeting of
Stockholders.
(b) At the Meeting, the Stockholders elected Martin J. Reid and Sidney Topol
as Class 1 Directors each to hold office for a three-year term until the 1999
Annual Meeting of Stockholders and until their successors have been duly
elected and qualified. Votes were cast as follows: Mr. Reid 6,552,813 for and
1,793,058 withheld, Mr. Topol 8,191,903 for and 153,968 withheld.
(c) At the Meeting, the Stockholders voted to approve the 1996 Long-Term
Incentive Plan. A total of 5,375,684 shares were voted in favor of approving
the 1996 Long-Term Incentive Plan 639,756 shares were voted against, 68,634
shares abstained from voting and 3,670,365 shares did not vote.
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)*.
(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) Amended and Restated Rights Agreement dated as of November 24, 1986,
as amended and restated July 3, 1990 and as further amended September
9, 1990 and September 24, 1990,
9
<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
between Registrant and The First National Bank of Boston, as Rights
Agent (The July 3, 1990 restatement and the September 9, 1990 and
September 24, 1990 amendments were filed as Exhibit 4 to the Current
Report on Form 8-K dated July 3, 1990 and Exhibits 4(a) and 4(b) to
the Current Report on Form 8-K dated September 18, 1990,
respectively)*.
(d) 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)*.
(e) Stock Purchase Warrant for 50,000 shares of the Registrant's Common
Stock issued to Silicon Valley Bank as of April 1, 1994 (Filed as
Exhibit 4(i) to the Quarterly Report on Form 10-Q for the quarter
ended July 3, 1994)*.
(f) Credit Agreement dated September 29, 1995 between Alpha Industries,
Inc., and Trans-Tech Inc. and Fleet Bank of Massachusetts, N.A. and
Silicon Valley Bank. (Filed as Exhibit 4(j) to the Quarterly Report
on Form 10-Q for the quarter ended October 1, 1995)* and amended and
restated promissory notes dated as of October 31, 1995 (Filed as
Exhibit 4(f) to the Quarterly Report on Form 10-Q for the quarter
ended December 31, 1995)*.
(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) Digital Business Agreement between Digital Equipment Corporation and
Registrant dated April 2, 1990. Master Lease Addendum (Ref. No. 6260)
to Digital Business Agreement No. 3511900 between Digital Equipment
Corporation and Registrant dated April 2, 1990 (Filed as Exhibit
10(g) to the Annual Report on Form 10-K for the fiscal year ended
March 29, 1992)*.
(e) 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)
(f) Master Equipment Lease Agreement between AT&T Commercial Finance
Corporation and the Registrant dated June 19, 1992 (Filed as Exhibit
10(j) to the Annual Report on Form 10-K for the fiscal year ended
March 28, 1993)*.
(g) Employment Agreement dated October 1, 1990 between the Registrant and
Martin J. Reid, as amended March 26, 1992 and amended January 19,
1993 (Filed as Exhibit 10(k) to the Annual Report on Form 10-K for
the fiscal year ended March 28, 1993)* and amended August 10, 1993
(Filed as Exhibit 10(j) to the Quarterly Report on Form 10-Q for the
quarter ended July 3, 1994)*. (1)
(h) Employment Agreement dated October 1, 1990 between the Registrant and
George S. Kariotis, as amended May 15, 1991 and amended January 22,
1993 (Filed as Exhibit 10(l) to the
10
<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
Annual Report on Form 10-K for the fiscal year ended March 28, 1993)*
and amended August 10, 1993 (Filed as Exhibit 10(k) to the Quarterly
Report on Form 10-Q for the quarter ended July 3, 1994)*. (1)
(i) Employment Agreement dated October 1, 1990 between the Registrant and
Patrick Daniel Gallagher, as amended March 24, 1992 and amended by
Second Amendment dated September 29, 1992 and Third Amendment dated
January 20, 1993 (Filed as Exhibit 10(m) to the Annual Report on Form
10-K for the fiscal year ended March 28, 1993)* and Fourth Amendment
dated August 3, 1994 (Filed as Exhibit 10(l) to the Quarterly Report
on Form 10-Q for the quarter ended October 2, 1994)*. (1)
(j) Employment Agreement dated April 28, 1994 between the Registrant and
Joseph J. Alberici. (Filed as Exhibit 10(o) to the Annual Report on
Form 10-K for the fiscal year ended April 3, 1994)*; and further
amended August 3, 1994 (Filed as Exhibit 10(n) to the Quarterly
Report on Form 10-Q for the quarter ended October 2, 1994)*. (1)
(k) 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)
(l) Employment Agreement dated August 3, 1994 between the Registrant and
Thomas C. Leonard (Filed as Exhibit 10(p) to the Quarterly Report on
Form 10-Q for the quarter ended October 2, 1994)*. (1)
(m) Master Lease Agreement between Comdisco, Inc. and the Registrant
dated September 16, 1994 (Filed as Exhibit 10(q) to the Quarterly
Report on Form 10-Q for the quarter ended October 2, 1994)*.
(n) 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)
(o) 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)
(p) Letter of Employment dated January 24, 1995 between the Registrant
and David J. Aldrich (Filed as Exhibit 10(q) to the Annual Report on
Form 10-K for the fiscal year ended April 2, 1995)*. (1)
(q) Alpha Industries, Inc. Savings and Retirement Plan dated March 31,
1995 (Filed as Exhibit 10(r) to the Annual Report on Form 10-K for
the fiscal year ended April 2, 1995)*. (1)
(r) Lease Agreement between MIE Properties, Inc. and Trans-Tech, Inc.
(11) Statement re computation of per share earnings**.
(27) Financial Data Schedule.
(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 September 29, 1996.
- -----------
*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 2 of the notes to Consolidated Financial
Statements on Page 6 of this Quarterly Report on Form 10-Q, which Note 2 is
hereby incorporated by reference herein.
(1) Management Contracts.
11
<PAGE>
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: November 6, 1996
----------------
Alpha Industries, Inc. and Subsidiaries
---------------------------------------
Registrant
/s/ Thomas C. Leonard
------------------------------------
Thomas C. Leonard
Chief Executive Officer and Director
President
/s/ David J. Aldrich
-------------------------------------
David J. Aldrich
Chief Financial Officer
Principal Financial Officer
/s/ Paul E. Vincent
--------------------------------------
Paul E. Vincent
Corporate Controller
Principal Accounting Officer
12
<PAGE>
Exhibit 10(r)
THIS LEASE, Made this 2d day of July, 1996, by and between MIE Properties, Inc.
--- ---- --
(as agent for owner) herein called "Landlord", and Transtech, Inc., (a Maryland
----------------------------
Corporation), herein called "Tenant".
- -------------
WITNESSETH, That in consideration of the rental hereinafter agreed upon and
the performance of all the conditions and covenants hereinafter set forth on the
part of the Tenant to be performed, the Landlord does hereby lease unto the said
Tenant, and the latter does lease from the former approximately 60,000 square
------
feet (the exact number to be set forth in a lease amendment) at the following
premises: Lot 25 McKinney Industrial Park as shown on Exhibit A attached
-----------------------------------
hereto for the term of eight (8) years beginning on the 1st day of
--------------------- --------
August , 1997 , at and for the annual rental of (See Schedule, Page 1A),
- --------- ----
payable in advance on the first day of each and every month during the term of
this lease in equal monthly installments. Said rental shall be paid to MIE
---
Properties, Inc., 5720 Executive Drive, Baltimore, Maryland 21228-1789 or at
- -----------------------------------------------------------------------
such other place or to such appointee of the Landlord, as the Landlord may from
time to time designate in writing.
THE TENANT COVENANTS AND AGREES WITH THE LANDLORD AS FOLLOWS:
1. To pay said rent and each installment thereof as and when due.
PREPAID RENT
2. Commencing October 1, 1996, Tenant will pay $16,250 per month in prepaid
rent through July 31, 1997 and provided this Lease is not in default at anytime,
Tenant shall be entitled to a rent credit of $32,500 per year for the first
five years of the Lease to reimburse Tenant for prepaid rent.
EARLY COMMENCEMENT
2a. If Tenant elects to occupy premises prior to August 1, 1997, the annual
rental shall be $4.50 per square foot until July 31, 1997.
<TABLE>
<CAPTION>
RENT SCHEDULE
-------------
Less Annual Net Annual Net Monthly
Annual Rent Credit Rent Rent
-------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Year 1 $313,800 $32,500 $281,300 $23,441.67
Year 2 326,352 32,500 293,852 24,487.67
Year 3 339,406 32,500 306,906 25,575.50
Year 4 352,982 32,500 320,482 26,706.83
Year 5 367,101 32,500 334,601 27,883.42
Year 6 341,634 - 0 - 341,634 28,469.50
Year 7 355,302 - 0 - 355,302 29,608.50
Year 8 369,514 - 0 - 369,514 30,792.83
</TABLE>
<PAGE>
USE & DELIVERY
3. To use and occupy the leased premises solely for the following purposes
Manufacture of ceramic components.
----------------------------------
Tenant shall have, as appurtenant to the Premises, rights to use in common,
subject to reasonable rules of general applicability to all tenants of the
Building from time to time made by Landlord and applied without
discrimination of which Tenant is given notice: common walkways and driveways,
and common parking areas serving the Building. The Landlord shall diligently
pursue the construction of the building shell and use its best efforts to
complete such shell and Landlord supplied tenant improvements by July 31, 1996.
Landlord will cooperate with Tenant to allow Tenant early access to Premises for
its own improvements provided such early access does not delay Landlord work or
result in additional costs.
UTILITIES
4. Tenant shall apply for and pay all costs of electricity, gas,
telephone and other utilities used or consumed on the premises, together with
all taxes, levies or other charges on such utilities. Tenant agrees to pay as
additional rent Tenant's prorata share of the water and sewer service charges,
or when applicable, the cost of maintaining and operating the well water and/or
septic system chargeable to the total building in which the premises are
located, based upon the number of tenants occupying the same. However, if in
Landlord's sole judgment, the water and sewer charges for the premises are
substantially higher than normal due to Tenant's water usage, then Tenant agrees
that it will, upon written notice from Landlord, install a water meter at
Tenant's expense and thereafter pay all water charges for the premises based on
such meter readings.
MUNICIPAL REGULATING
5. Landlord and Tenant agree to observe, comply with and execute at its
expense, all laws, orders, rules, requirements, and regulations of the United
States, State, City or County of the said State, in which the leased premises
are located, and of any and all governmental authorities or agencies and of any
board of the fire underwriters or other similar organization, respecting the
premises hereby leased and the manner in which said premises are or should be
used by the Tenant.
ASSIGNMENT AND SUBLET
6. Except for an assignment or sublease to the subsidiary, affiliate,
parent or successor by merger or consolidation of the within Tenant, not to
assign this lease, in whole or in part, or sublet the leased premises, or any
part or portion thereof, without the prior written consent of the Landlord. If
such assignment or subletting is permitted, Tenant shall not be relieved from
any liability whatsoever under this lease. The Landlord shall be entitled to
any additional considerations over and above those stated in this lease, which
are obtained in or for the sublease and/or assignment. No option rights can be
assigned or transferred by the Tenant to an assignee or subtenant without the
prior written consent of the Landlord.
INSURANCE
7. That the Tenant will not do anything in or about said premises that
will contravene or affect any policy of insurance against loss by fire or other
hazards, including, but not limited to, public liability now existing or which
the Landlord may hereafter place thereon, or that will prevent Landlord from
procuring such policies in companies acceptable to Landlord. Tenant will
cooperate consistent with the conduct of Tenant's business to obtain the
greatest possible reduction in the insurance rates on the premises hereby
leased, or for the building of which the premises hereby leased are a part. The
Tenant further agrees to pay, as part of and in addition to the next due monthly
rental:
<PAGE>
a. its prorata share (approximately 33% - exact percentage to be set
forth in amendment) of the premium of any insurance on the premises hereby
leased or for the building of which the premises hereby leased are apart;
b. any increase in premium on the amount of such insurance that may be
carried by Landlord on all or any part of the premises or the property resulting
from the activities carried on by Tenant in or at the Premises, regardless of
whether Landlord has consented to the same.
ALTERATIONS
8. (a) That the Tenant will not make any alterations costing more than
$50,000 in any one instance (in addition to original improvements) to said
premises without the prior written consent of the Landlord. If the Tenant shall
desire to make any such alterations, plans for the same shall first be submitted
to and approved by the Landlord, such approval not to be unreasonably withheld
and the same shall be done by the Tenant at its own expense, and the Tenant
agrees that all such work shall be done in a good and workmanlike manner, that
the structural integrity of the building shall not be impaired, and that no
liens shall attach to the premises by reason thereof. In all cases, regardless
of cost, Tenant will notify Landlord fourteen (14) days prior to commencement of
improvements and provide as built drawings.
(b) The Tenant agrees to obtain at the Tenant's expense all permits
pertaining to the alterations. The Tenant also agrees to obtain, prior to
beginning to make such alterations, and to keep in full force and effect at all
times while such alterations are being made, all at the Tenant's sole cost and
expense, such policies of insurance pertaining to such alterations and/or to the
making thereof as the Landlord reasonably may request or require the Tenant to
obtain, including, but not limited to, public liability and property damage
insurance, and to furnish the Landlord evidence satisfactory to the Landlord of
the existence of such insurance prior to the Tenant's beginning to make such
alterations.
(c) Any such alterations shall become the property of the Landlord as
soon as they are affixed to the premises and all rights, title and interest
therein of the Tenant shall immediately cease, unless otherwise agreed to in
writing. The Landlord shall have the sole right to collect any insurance
proceeds from any policy carried by Landlord for any damage of any kind to any
of the improvements placed upon the said premises by the Tenant. If the making
of any such alterations, or the obtaining of permits or franchise therefore
shall directly or indirectly result in a franchise, minor privilege or any other
or any tax or increase in tax, assessment or increase in assessment, such tax or
assessment shall be paid, immediately upon its levy and subsequent levy, by the
Tenant.
(d) Unless the Landlord shall elect that all or part of any
alterations installed by Tenant shall remain, the premises shall be restored to
their original condition by the Tenant, at its own expense, before the
expiration of its tenancy. Such restoration shall not be required except to the
extent reasonably necessary to allow the premises to be used as shell warehouse
space.
MAINTENANCE
9. The Tenant will, during the term of this lease, keep said demised
premises and appurtenances (including interior and exterior windows, interior
and exterior doors, interior plumbing, all heating and air conditioning, and
interior electrical works thereof) in good order and condition and will make all
necessary repairs including painting thereto at its own expense. Tenant will be
responsible for all exterminating services, except termites, required in said
demised premise. The Landlord does, however, give a 90 day warranty on all of
the above mentioned items. If the Tenant does not commence necessary repairs 30
days after receiving written notice from the Landlord of the need to make a
repair, the Landlord will proceed to make said repair and the cost of said
repair will become part of and in addition to the next due monthly rental. The
Landlord will make all necessary structural repairs to the exterior masonry
walls, structural columns and roof of the demised premises, after being notified
of the need for such repairs. The Tenant will, at the expiration of the term or
at the sooner termination thereof by forfeiture or otherwise, deliver up the
<PAGE>
demised premises in the same good order and condition as they were at the
beginning of the tenancy, reasonable wear and tear excepted. Tenant agrees to
furnish to Landlord at Tenant's expense within 30 days of occupancy a copy of an
executed maintenance contract on all heating & air conditioning equipment with a
reputable company and said contract will be kept in effect during the term of
this Lease.
COMMON AREA EXPENSES
10. For each full or partial calendar year during the Lease Term, Tenant
shall pay to Landlord as Additional Rent "Tenant's Proportionate Share" of the
Common Area Expenses (Tenant's proportionate share will be approximately 33% -
exact percentage to be set forth in amendment). For the purposes of this
section, Common Area Expenses shall be defined as one hundred percent (100%) of
the total cost and expense incurred by or on behalf of Landlord in each calendar
year in operating, maintaining, and repairing (which includes replacements,
additions, and alterations) of Common Areas of the building. These include,
without limitation, a) the cost of maintaining, repairing, or replacing all
service pipes, electric gas and waterlines and sewer mains leading to and from
the Premises; b) all costs incurred in painting, resurfacing, and landscaping;
c) all costs for repairs and improvements, line painting and striping, lighting,
removal of snow, grass cutting, cleaning of parking areas; d) all costs incurred
in maintaining, repairing and replacing the paving, parking areas, curbs,
gutters, sidewalks, and steps; and e) management fees equal to 4% of rent.
Landlord shall also perform the following work at the Tenant's pro-rata
expense:
Roof Maintenance & Repair
Exterior Glass Maintenance & Repair
Landscape Maintenance
Snow Removal
Exterior Lighting Maintenance & Repair
Parking Lot Maintenance & Repair items
Miscellaneous Maintenance & Repair items relative to the Building
Landlord will pay on behalf of Tenant and bill Tenant its pro-rata
share of:
Real Estate Taxes
Insurance
Water & Sewer
Landlord reserves the right to estimate those expenses each fiscal year and
invoice tenant on a monthly or quarterly basis for the fractional share due as a
prepayment towards common area, maintenance costs, insurance and real estate
taxes. After the end of each fiscal year, Landlord will tabulate the actual
cost of Common Area Maintenance, Real Estate Taxes and Insurance and bill Tenant
for the balance due or refund any overpayment. Tenant may audit such costs
within 30 days of fiscal year end. If such costs are more than 10% in error,
Landlord will pay the reasonable cost of such audit. Landlord will provide 240
parking spaces for the initial 60,000 square foot occupancy and an additional
150 parking spaces should Tenant exercise its option to expand to an additional
40,000 square feet.
TAXES
11. The premises covered by this lease form approximately 33% - (exact
percentage to be set forth in amendment) of the total premises owned by the
Landlord at this location. The Tenant shall pay, as additional rent, the
Tenant's percentage of the Real Estate taxes as the same may be abated that may
be levied or assessed by lawful taxing authorities against the land, buildings
and improvements on the property. If this lease shall be in effect for less
than a full fiscal year, the Tenant shall pay a pro-rata share of the increased
taxes based upon the number of months that this lease is in effect. Said taxes
shall include, but not by way of limitation, all paving taxes, and any and all
benefits or assessments which may be levied on
<PAGE>
the premises hereby leased but shall not include the United States Income Tax,
or any State or other income tax upon the income or rent payable hereunder.
DEFAULT
12. If the Tenant shall fail to pay said rental or any other sum required
by the terms, agreements, or addenda of this lease when the same shall be due,
and within five (5) days after written notice (Landlord shall only be obligated
to provide such written notice two times in any year), the Landlord shall have
along with any and all other legal remedies the immediate right to make distress
therefore, and upon such distress, in the Landlord's discretion, this tenancy
shall terminate. In case the Tenant shall fail to comply with any of the other
provisions, covenants, or conditions of this lease, on its part to be kept and
performed, and such default shall continue for a period of thirty days after
written notice thereof shall have been given to the Tenant by the Landlord,
and/or if the Tenant shall fail to pay said rental or any other sum required by
the terms of this lease to be paid by the Tenant when due and within five (5)
days after written notice (Landlord shall only be obligated to provide such
written notice two times in any year), then, upon the happening of any such
event, and in addition to any and all other remedies that may thereby accrue to
the Landlord, the Landlord may elect to either:
1. Landlord's Election to Retake possession without Termination of Lease.
---------------------------------------------------------------------
Landlord may retake possession of the leased premises and shall have the right,
but not the obligation, without being deemed to have accepted a surrender
thereof, and without terminating this Lease, to relet the same for the remainder
of the lease term upon terms and conditions satisfactory to Landlord; and if the
rent received from such reletting does not at least equal the rent payable by
Tenant hereunder, Tenant shall pay and satisfy on a monthly basis and without
acceleration the deficiency between the amount of rent so provided in this
Lease and the rent received through reletting the leased premises; and, in
addition, Tenant shall pay reasonable expenses in connection with any such
reletting, including, but not limited to, leasing commissions paid to any real
estate broker or agent, and reasonable attorney's fees incurred.
2. Landlord's Election to Terminate Lease. Landlord may terminate the
---------------------------------------
Lease and forthwith repossess the leased premises and be entitled to recover as
damages a sum of money equal to the net present value of the following amounts:
a. any unpaid rent or any other outstanding monetary obligation of Tenant
to Landlord under the Lease;
b. the balance of the rent for the remainder of the lease term less the
reasonable rental value of the leased premises;
c. damages for the wrongful withholding of the leased premises by Tenant;
d. all legal expenses, including reasonable attorney's fees, expert and
witness fees, court costs and other costs incurred in exercising its rights
under the Lease;
e. all costs incurred in recovering the leased premises, restoring the
leased premises to good order and condition, and all commissions incurred by
Landlord in reletting the leased premises.
DAMAGE
13. In the case of the total destruction of said leased premises by fire,
other casualties, the elements or other cause, or of such damage thereto as
shall render the same totally unfit for occupancy by the Tenant for more than 60
days, this lease, shall terminate and be at an end. If the leased premises are
rendered partly untenantable by any cause mentioned in the preceding sentence,
the Landlord shall, at its own expense, restore said leased premises with all
reasonable diligence, and the rent shall be abated
<PAGE>
proportionately for the period of said partial untenantability and until the
leased premises shall have been fully restored by the Landlord.
BANKRUPTCY
14. In the event of the appointment of a receiver or trustee for the
Tenant by any court, Federal and State, in any legal proceedings under any
provisions of the Bankruptcy Act, if the appointment of such receiver or such
trustee is not vacated within 60 days, or if said Tenant be adjudicated bankrupt
or insolvent, or shall make an assignment for the benefit of its creditors, then
and in any of said events, the Landlord may, at its option, terminate this
tenancy by ten days written notice, and re-enter upon said premises.
POSSESSION
15. The Landlord covenants and agrees that possession of said premises
shall be given to the Tenant as soon as said premises are ready for occupancy by
the said Tenant. In case possession, in whole or in part, cannot be given to
the Tenant on or before the beginning date of this lease, the Landlord agrees to
abate the rent proportionately until possession is given to said Tenant, and the
Tenant agrees to accept such pro rata abatement as liquidated damages for the
failure to obtain possession.
SIGNS, ETC.
16. The Tenant covenants and agrees that:
a. It will not place or permit any signs, lights, awnings or poles on or
about said premises without the prior permission, in writing, of the Landlord
and in the event such consent is given, the Tenant agrees to pay any minor
privileges or other tax therefore;
b. The Landlord is to immediately remove and dispose of any of the
unauthorized aforementioned items at the expense of the Tenant and said cost
shall become part of and in addition to the next due monthly rental. Tenant
further covenants and agrees that it will not paint or make any changes in or on
the outside of said premises without permission of the Landlord in writing. The
Tenant agrees that it will not do anything on the outside of said premises to
change the uniform architecture, paint or appearance of said building, without
the consent of the Landlord in writing. Landlord hereby consents to location of
cryogenic oxygen tank outside and immediately adjacent to premises.
c. The Landlord shall have the right to place a "For Rent" sign on any
portion of said premises for ninety (90) days prior to termination of this lease
and to place a "For Sale" sign thereon at any time.
OUTSIDE
17. The Tenant further covenants and agrees not to put any items on the
sidewalk or parking lot in the front, rear, or sides of said building or block
said sidewalk, and not to do anything that directly or indirectly will take away
any of the rights of ingress or egress or of light from any other tenant of the
Landlord or do anything which will, in any way, change the uniform and general
design of any property of the Landlord of which the premises hereby leased shall
constitute a part of unit. Tenant will also keep steps free and clear of ice,
snow and debris.
WATER DAMAGE
18. The Tenant covenants and agrees that the Landlord shall not be held
responsible for and the Landlord is hereby released and relieved from any
liability by reason of or resulting from damage or injury to person or property
of the Tenant or of anyone else, directly or indirectly caused by (a) dampness
or water
<PAGE>
in any part of said premises or in any part of any other property of
the Landlord or of others and/or (b) any leak or break in any part of said
premises or in any part of any other property of the Landlord or of others or in
the pipes of the plumbing or heating works thereof, no matter how caused, unless
damage is due to Landlord's negligence.
LIABILITY
19. Neither Landlord nor Tenant shall not be liable to the other for any
loss or damage or to any other person or property of the Tenant or unless such
loss or damage shall be caused by or result from a negligent act of omission or
commission.
Tenant agrees to save Landlord harmless, and to exonerate and indemnify
Landlord from and against any and all claims, liabilities or penalties asserted
by or on behalf of any person, firm, corporation or public authority on account
of injury, death, damage or loss to person or property in or upon the Premises
and the Property arising out of the use or occupancy of the Premises by Tenant
of by any person claiming by, through or under Tenant (including, without
limitation, all patrons, employees and customers of Tenant), or arising out of
any delivery to the Premises, or on account of or based upon anything whatsoever
done on the Premises, except if the same was caused by the negligence, fault or
misconduct of Landlord, its agents, servants or employees. In respect of all of
the foregoing, Tenant shall indemnify Landlord from and against all costs,
expenses (including reasonable attorneys' fees), and liabilities incurred in or
in connection with any such claim, action or proceeding brought thereon; and, in
case of any action or proceeding brought against Landlord by reason of any such
claim, Tenant, upon notice from Landlord and at Tenant's expense, shall resist
or defend such action or proceeding and employ counsel therefor reasonably
satisfactory to Landlord.
Landlord agrees to save Tenant harmless, and to exonerate and indemnify
Tenant from and against any and all claims, liabilities or penalties asserted by
or on behalf of any person, firm, corporation or public authority on account of
injury, death, damage or loss to person or property in or upon the Premises
arising out of the willful negligence of Landlord, its agents, servants,
employees or contractors, or in or upon the common areas of the Property arising
out of the negligence or willful misconduct of Landlord, its agents, servants,
employees or contractors. In respect of all of the foregoing, Landlord shall
indemnify Tenant from and against all costs, expenses (including reasonable
attorneys' fees), and liabilities incurred in or in connection with any such
claim, action or proceeding brought thereon; and, in case of any action or
proceeding brought against Tenant by reason of any such claim, Landlord, upon
notice from Tenant and at Landlord's expenses, shall resist or defend such
action or proceeding and employ counsel therefor reasonably satisfactory to
Tenant.
Tenant shall also carry and pay for a general liability policy protecting
Landlord with respect to the leased premises, with limits of $1,000,000.00
bodily injury any one occurrence and $1,000,000.00 property damage any one
occurrence and will furnish Landlord with certificate of same showing a 10 day
notice of cancellation clause. Landlord agrees to take out and maintain
throughout the term all risk casualty insurance in an amount equal to the full
replacement costs of the Building with, if Landlord so elects, a reasonable
deductible, and, if Landlord so elects, rent continuation coverage.
REPAIRS
20. It is understood and agreed that the Landlord, and its agents,
servants, and employees, including any builder or contractor employed by the
Landlord, shall have, and the Tenant hereby gives them and each of them, the
absolute, and unconditional right, license and permission, at any and all
reasonable times, upon reasonable notice, and for any reasonable purpose
whatsoever, to enter through, across or upon the premises hereby leased or any
part thereof, and, at the option of the Landlord, to make such reasonable
repairs to or changes in said premises as the Landlord may deem necessary or
proper.
<PAGE>
EXPIRATION
21. It is agreed that the term of this lease expires on July 31, 2005
-------------
without the necessity of any notice by or to any of the parties hereto. If the
Tenant shall occupy said premises after such expiration, it is understood that,
in the absence of any written agreement to the contrary, said Tenant shall hold
premises as a Tenant from month to month, subject to all the other terms and
conditions of this lease, at double the highest monthly rental installments
reserved in this lease; provided that the Landlord shall, upon such expiration,
be entitled to the benefit of all public general or public local laws relating
to the speedy recovery of the possession of lands and tenements held over by
Tenant that may be now in force or may hereafter be enacted.
Prior to expiration, Tenant agrees to schedule an inspection with
Landlord to confirm that the leased premises, will be in proper order at
expiration, including but not limited to lighting, mechanical, electrical and
plumbing systems, plus all alterations (subsequent to original buildout) unless
otherwise approved by Landlord be returned to original condition at commencement
of lease.
CONDEMNATION
22. It is agreed in the event that condemnation proceedings are instituted
against all or any material portion of the demised premises (or all or any
portion of the common area so as to hinder parking access or loading) and title
taken by any Federal, State, Municipal or other body, then this lease shall
become null and
void at the date of settlement of condemnation proceedings and the Tenant shall
not be entitled to recover any part of the award which may be received by the
Landlord.
SUBORDINATION
23. It is agreed that Landlord shall have the right to place a mortgage or
any form of mortgages on the premises and (subject to this section) this lease
shall be subordinate to any such mortgage or mortgages, whether presently
existing or hereafter placed on the premises, and Tenant agrees to execute
reasonable documents assisting the effectuating of said subordination.
Furthermore, if any person or entity shall succeed to all or part of Landlord's
interest in the leased premises, whether by purchase, foreclosure, deed in lieu
of foreclosure, power of sale, termination of lease, or otherwise, Tenant shall
(subject to this section) automatically attorn to such successor in interest,
which attornment shall be self operative and effective upon the signing of this
lease, and shall execute such other agreement in confirmation of such attornment
as such successor in interest shall reasonably request.
The subordination of this lease to any future mortage and Tenant's
attornment to any successor in interest to Landlord shall be subject to the
requirement that the holder of such mortgage or such successor, as the case may
be, unconditionally agrees to recognize and not disturb the possession of Tenant
so long as Tenant is not in default hereunder past any applicable grace or cure
periods.
Landlord agrees to use its best efforts to obtain from each holder of a
present mortgage, if any, an agreement that the possession of Tenant will not be
disturbed so long as Tenant is not in default past any applicable grace or cure
periods.
NOTICES
24. Any notice required by this lease is to be sent to the Landlord at:
5720 Executive Drive
Baltimore, Maryland 21228-1789
<PAGE>
Any notice required by this lease is to be sent to the Tenant at:
20 Sylvan Road
Woburn, MA 01801
with copy to General Manager at Premises
All notices required or permitted hereunder shall be in writing and
addressed, if to the Tenant, at the Original Notice Address of Tenant or such
other address as Tenant shall have last designated by notice in writing to
Landlord and, if to Landlord at the Original Notice Address of Landlord or such
other address as Landlord shall have last designated by notice in writing to
Tenant. Any notice shall be deemed duly given when mailed to such address
postage prepaid, by registered or certified mail, return receipt requested, or
when delivered to such address by hand or by reputable overnight courier.
SUIT
25. Except as provided in Section 13 above, no remedy conferred upon
Landlord shall be considered exclusive of any other remedy, but shall be in
addition to every other remedy available to Landlord under this Lease or as a
matter of law. Every remedy available to Landlord may be exercised concurrently
or from time to time, as often as the occasion may arise. Tenant hereby waives
any and all rights which it may have to request a jury trial in any proceeding
at law or in equity in any court of competent jurisdiction.
PERFORMANCE
26. It is agreed that the failure of the Landlord to insist in any one or
more instances upon a strict performance of any covenant of this lease or to
exercise any right herein contained shall not be construed as a waiver or
relinquishment for the future of such covenant or right, but the same shall
remain in full force and effect, unless the contrary is expressed in writing by
Landlord.
SECURITY DEPOSIT AND FINANCIAL STATEMENTS
27. A security deposit of $22,500.00 has been previously paid. If this
----------
lease is not approved by the Landlord within 30 days of its submission to the
Landlord, the security deposit will be refunded in full. Landlord shall have the
right to require annual financial statements on the Tenant and/or Guarantor of
this Lease. Requested statements must be provided no later than 120 days after
the closing of each fiscal year.
AGREEMENT CONTENTS
28. This lease contains the final and entire agreement between the parties
hereto, and neither they nor their agents shall be bound by any terms,
conditions or representations not herein written.
LEGAL EXPENSE
29. In the event, to enforce the terms of this lease, either party files
legal action against the other, and is successful in said action, the losing
party agrees to pay all reasonable expenses to the prevailing party, including
the reasonable attorney's fee incident to said legal action. In the event that
the Landlord is successful in any legal action filed against the Tenant, the
Landlord's reasonable attorney fees incident to said legal action shall become
part of and in addition to the then due monthly rent.
LAND
30. It is agreed that the demised premises is the building area occupied
by the Tenant and only
<PAGE>
the land under that area.
BENEFICIAL OCCUPANCY
31. Occupancy in any manner and in any part shall be deemed to be
beneficial occupancy and rent shall be due on the part. Beneficial occupancy
and rent thereby due shall not depend on official governmental approval of such
occupancy, state of completion of building, availability or connection of
utilities and services such as but not limited to sewer, water, gas, oil, or
electric. No rent credit shall be given because of lack of utilities or
services.
ENVIRONMENTAL REQUIREMENTS
32. Hazardous Wastes and Materials. Tenant covenants and agrees not to
------------------------------
dispose of any hazardous wastes, hazardous materials or oil on the Premises or
the Property or into any of the plumbing, sewage, or drainage systems thereon,
and to indemnify and save Landlord hamless from all claims, liability, loss or
damage arising on account of the use or disposal by Tenant of hazardous wastes,
hazardous materials or oil, including, without limitation, liability under any
federal, state, or local law, requirements and regulations, or damage to any of
the aforesaid systems. Tenant shall comply with all governmental reporting
requirements with respect to Tenant's use or generation of hazardous wastes,
hazardous materials and oil, and shall deliver to Landlord copies of all reports
filed with governmental authorities.
Landlord shall indemnify and save Tenant harmless from all claims,
liability, loss or damage arising on account of the Landlord's use or disposal
of hazardous wastes, hazardous materials or oil on the Property, or arising on
account of hazardous wastes, hazardous materials or oil present on the Property
as of the Date of this Lease, including, without limitation, liability under any
federal, state or local laws, requirements or regulations; provided, however,
this indemnity shall not apply in the event Tenant uses or disposes on the
Property the hazardous wastes, hazardous materials or oil which are the subject
of such claim, liability, loss or damage.
SEVERABILITY
33. In case any one or more of the provisions contained in this Lease
shall for any reason be held to be invalid, not legal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Lease, but this Lease shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.
LATE CHARGE
34. If the Tenant shall fail to pay when due, the said rental or any other
sum required by the terms of this lease to be paid by the Tenant, then, upon the
happening of any such event, and in addition to any and all other remedies that
may thereby accrue to the Landlord, the Tenant agrees to pay to the Landlord a
late charge of 5% of the monthly account balance. The late charge on the base
rent accrues after 10 days of the due date and said late charge shall become
part of and in addition to the then due monthly rental.
QUIET ENJOYMENT
35. Tenant, upon paying the minimum rent, additional rent and other
charges herein provided for and observing and keeping all of its covenants,
agreements and conditions in this Lease, shall quietly have and enjoy the
Premises during the Term of this Lease without hindrance or molestation by
anyone.
IMPROVEMENTS
36. a) The leased premises shall contain only the following items at the
expense of the Landlord.
<PAGE>
Such work shall be done in a good and workmanlike manner.
Warehouse lighting of 15 footcandles (or credit).
Restroom rough-ins as required.
1000 amp. electric service (or credit).
Gas fired Modine heaters (or $20,000 credit).
b) PRE-COMMENCEMENT WORK BY TENANT. Tenant may enter the Premises for a
period of up to 60 days prior to the Commencement Date or Early Commencement
Date, for the purposes of moving in materials and equipment and performing work
so as to ready the Premises for occupancy and to perform final assembly of its
products. During the period of occupancy of the Premises by Tenant prior to the
commencement of the term, no rent shall accrue or be payable but otherwise such
occupancy shall be subject to all the terms, covenants and conditions contained
in this Lease. Tenant agrees to employ for such work and moving one or more
responsible contractors whose labor will work without substantial interference
with other labor working on the Premises and to cause such contractors employed
by Tenant to carry Worker's Compensation Insurance in accordance with statutory
requirements and Comprehensive Public Liability Insurance covering such
contractors on or about the Premises and to submit certificates evidencing such
acceptable coverage to Landlord prior to the commencement of such work.
c) ACCEPTANCE OF THE PREMISES. Tenant or its representatives may, at
reasonable times, enter upon the Premises during the progress of the work to
inspect the progress thereof and to determine if the Landlord's Work is being
performed in a good and workmanlike manner. Tenant shall promptly give to
Landlord notices of any failure by Landlord to comply with those requirements.
Landlord's Work shall be deemed approved by Tenant when Tenant occupies the
Premises for the conduct of its business, except for items of Landlord's Work
which are uncompleted or do not conform to mutually agreed upon plans and
specifications and to which Tenant shall, in either case, have given written
notice to Landlord prior to such occupancy and except for latent defects in
workmanship or materials that appear in any of Landlord's Work, and of which
Landlord is given written notice during the first year of the term of this
Lease. A certificate of completion by a licensed architect or registered
engineer and a certificate of occupancy shall be conclusive evidence that
Landlord's Work has been completed except for items stated in such certificate
of completion to be incomplete or not in conformity with such plans and
specifications.
WINDOW COVERINGS
37. The Tenant covenants and agrees not to install any window covering
other than a one-inch horizontal mini-blind of an off-white color unless
approved by the Landlord.
OPTIONS
38. Lessee may extend the term of this lease and all the provisions
hereof, as amended from time to time, for three ( 3 ) further successive
---------
period s of five ( 5 ) year s each, by notifying Lessor in writing of its
---- ----- ---
intention to do so at least two hundred seventy days (270) prior to the
expiration of the then current term.
However, it is further understood and agreed that the first year's annual rental
for the first renewal period shall be the lower of:
a) market rental for comparable quality shell warehouse space in the
Frederick, Maryland area but not less than $6.15 per square foot;
b) $6.25 per sq. ft. The succeeding years of the first renewal option
shall be increased by 4%.
The first year rental of second and third renewal periods shall be the
lower of market rental for comparable quality warehouse shell space in the
Frederick area or the preceding years rental increased by
<PAGE>
4% and thereafter increased 4% annually.
If the Tenant disagrees with Landlord's designation of the market rate, and
the parties cannot agree upon the market rate, then the market rate shall be
submitted to arbitration as follows: market rate shall be determined by
impartial arbitrators, one to be chosen by the Landlord, one to be chosen by
Tenant, and a third to be selected, if necessary, as below provided. The
unanimous written decision of the two first chosen, without selection and
participation of a third arbitrator, or otherwise, the written decision of a
majority of three arbitrators chosen and selected as aforesaid, shall be
conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each
notify the other of its chosen arbitrator within ten (10) days following the
call for arbitration, and unless such two arbitrators shall have reached a
unanimous decision within thirty (30) days after their designation, they shall
so notify the then President of the Maryland Association and request him to
select an impartial third arbitrator, who shall be another office building
owner, a real estate counselor or a broker dealing with like types of
properties, to determine market rate as herein defined. Such third arbitrator
and the first two chosen shall hear the parties and their evidence and render
their decision within thirty (30) days following the conclusion of such hearing
and notify Landlord and Tenant thereof. Landlord and Tenant shall share equally
the expense of the third arbitrator (if any). If the dispute between the
parties as to a market rate has not been resolved before the commencement of
Tenant's obligation to pay Rent and Additional Rent based upon such market rate,
then Tenant shall pay Rent and Addition Rent under the Lease based upon the then
current rate until either the agreement of the parties as to the market rate, or
the decision of the arbitrators, as the case may be, at which time Tenant shall
pay any underpayment of Rent and Additional Rent to Landlord, or Landlord shall
refund any overpayment of Fixed Rent and Additional Rent to Tenant.
a. If the option to extend the term of this Lease is not timely
exercised, the unexercised option to extend shall automatically become null and
void.
b. If Tenant shall default under the Lease, all unexercised rights to
extend the term of the Lease shall automatically be extinguished and become null
and void.
ADDENDUM
39. Landlord and Tenant agree to execute an Addendum to this Lease setting
for:
1. The exact Commencement and Expiration date of this lease.
2. The exact percentage of space occupied by Tenant for purposes of
allocation of Real Estate taxes, Insurance and Common Area Charges.
3. The total annual rental.
CONTINGENCY
40. (Intentionally Deleted)
EXPANSION
41. Tenant may at any time on or before 8/1/98 give Landlord written
notice of Tenant's intention to occupy the 40,000 square feet of space in the
building immediately adjacent to the original 60,000 square feet of the original
premises, as indicated on Exhibit A attached hereto. Landlord shall deliver
possession of such additional 40,000 square feet to Tenant one year after the
date of such notice, and thereafter, the leased premises shall for all purposes
under this
lease be deemed to constitute the entire 100,000 square feet of space indicated
on Exhibit A attached hereto. Beginning with the delivery of possession of
such additional space, the annual rental rate for the entire 100,000 square feet
shall be the same as for the original 60,000 square feet, and Tenant's
Proportionate Share shall be determined from that time forward based on the
entire 100,000 square feet occupied by Tenant.
<PAGE>
LANDLORD'S REPRESENTATIONS
42. Landlord warrants and represents to Tenant that:
a) to Landlord's knowledge, the Premises and the Property do not contain
hazardous wastes, hazardous materials or oils, and there are no underground
tanks on the Property;
b) Landlord is owner in fee of the Property;
c) the Premises is located in a zoning district which permits the
Premises to be used for the Permitted Uses;
d) to Landlord's knowledge, there are no claims or other proceedings
filed, pending or threatened against Landlord with respect to the Property; and
e) to Landlord's knowledge, there is no threatened or anticipated
condemnation, special assessment or change in zoning classification with respect
to the Property.
ACTS OF GOD
43. In any case where either party hereto is required to do any act,
delays caused by or resulting from Acts of God, war, civil commotion, fire,
floor or other casualty, labor difficulties, shortages of labor, materials or
equipment, government regulations, unusually severe weather, or other causes
beyond such party's reasonable control shall not be counted in determining the
time during which work shall be completed, whether such time be designated by a
fixed date, a fixed time or a "reasonable time," and such time shall be deemed
to be extended by the period of such delay.
AS WITNESS THE HANDS AND SEALS OF THE PARTIES HERETO THE DAY AND YEAR FIRST
ABOVE WRITTEN:
TRANS-TECH, INC.
By: /s/ James C. Nemiah, Corp. Counsel (SEAL)
- ----------------------- -----------------------------------
(Witness) (Tenant/Title)
By: /s/ Gerard Wit (SEAL)
- ----------------------- -----------------------------------
(Witness) (Landlord)
SECURITY DEPOSIT AGREEMENT
This is NOT a rent receipt.
Date July 2, 1996
-------------
Received from Transtech, Inc. (a Maryland Corporation), the amount
-----------------------------------------
of $22,500.00, as security deposit for premises Lot 25, McKinney Industrial
- ------------- ----------------------------
Park.
- -----
Landlord agrees that, subject to the conditions listed below, this security
deposit will be returned in full
<PAGE>
within thirty (30) days of vacancy.
Tenant agrees that this security deposit may not be applied by Tenant as
rent and that the full monthly rent will be paid on or before the first day of
every month, including the last month of occupancy. Tenant further agrees that
a mortgagee of the property demised by the lease to which this Security Deposit
Agreement is appended and/or a mortgagee thereof in possession of said property
and/or a purchaser of said property at a foreclosure sale shall not have any
liability to the Tenant for this security deposit.
SECURITY DEPOSIT RELEASE PREREQUISITES:
--------------------------------------
1. Full term of lease has expired.
2. No damage to property beyond fair wear and tear.
3. Entire leased premises clean and in order.
4. No unpaid late charges or delinquent rents.
5. All keys returned.
6. All debris and rubbish and discards placed in proper
rubbish containers.
7. Forwarding address left with Landlord.
AS WITNESS THE HANDS AND SEALS OF THE PARTIES HERETO THE DAY AND YEAR FIRST
ABOVE WRITTEN:
By: /s/ James C. Nemiah, Corp. Counsel (SEAL)
- ----------------------- ----------------------------------
(Witness) (Tenant/Title)
By: /s/ Gerard Wit (SEAL)
- ----------------------- -----------------------------------
(Witness) (Landlord)
*SECURITY DEPOSIT SHALL DRAW INTEREST AT THE RATE OF 4% PER ANNUM SIMPLE
INTEREST.
<PAGE>
GUARANTY OF LEASE
-----------------
This Guaranty of Lease made the 2d day of June, 1996 by and between MIE
-- ---- --
PROPERTIES, INC. as Landlord and Trans-Tech, Inc., as Tenant and in
consideration of Ten Dollars ($10) and other good and valuable consideration
paid, the receipt and sufficiency of which are hereby acknowledged, the
undersigned, jointly and severally (if there be more than one party), hereby
absolutely and unconditionally guarantee(s) to Landlord and its successors and
assigns, (a) the full payment of the Fixed Annual Minimum Rent and all
additional rent as provided for in the foregoing and annexed Lease Agreement
(the "Lease"), and (b) the performance and observance of all agreements and
conditions contained in the Lease on the part of Tenant to be performed or
observed. The undersigned hereby agree(s) that it (or they) shall in no way be
released from its (or their) obligations under this Guaranty by any assignment
of the Lease or any subletting of the Premises, or any waiver of default or any
extension of time or other favor or indulgence granted by Landlord to Tenant or
by failure to receive notice of any of these actions. The undersigned hereby
waive(s) presentment, demand for payment, or notice of non-payment for any other
sum payable by Tenant under the other terms, covenants, or conditions contained
in the Lease on Tenant's part to be performed or observed, Landlord may proceed
directly against the undersigned, or any one of them, for the full amount due
under this Guaranty without being required first to institute suit against
Tenant. Guarantor agrees to pay to Landlord reasonable attorney's fees incurred
by Landlord if any action or suit is brought under this Guaranty for enforcement
of the provisions thereof.
GUARANTOR has caused this Guaranty to be executed under seal as of this 2d day
----
of June , 1996.
---- -
WITNESS: GUARANTORS: ALPHA INDUSTRIES, INC.
James C. Nemiah /s/ M.J. Reid (SEAL)
- --------------------------- ---------------------------
Print Name: M.J. Reid, President
--------------------
ACKNOWLEDGMENT
STATE OF Massachusetts )
-----------------------
) SS:
COUNTY OF Middlesex )
-----------------------
I, James C. Nemiah, a Notary Public in and for the county and state aforesaid,
----------------
DO HEREBY CERTIFY that M.J. Reid, President (Title), of Alpha Industries, Inc.,
-------------------- ----------------------
who is personally known to me to be the same person whose name is subscribed to
the foregoing instrument as such President (Title) appeared before me this day
---------
in person and acknowledged that he signed, sealed and delivered the said
----
instrument as his free and voluntary act as such President (Title) and
--- ---------
as the free and voluntary act of said corporation for the uses and purposes
therein set forth.
Given under my hand and notarial sea, this 20th day of June, 1996.
---- ----
/s/ James C. Nemiah My commission expires August 24, 2001
- ---------------------- ----------------
Notary Public
<PAGE>
RULES AND REGULATIONS
LOT 25, MCKINNEY INDUSTRIAL PARK
- --------------------------------
1. The Common Facilities, and the sidewalks, driveways, and other public
portion of the Property (herein "Public Areas") shall not be obstructed or
encumbered by Tenant or used for any purpose other than ingress or egress to
and from its premises, and Tenant shall not permit any of its employees,
agents, licensees or invitees to congregate or loiter in any of the Public
Areas. Tenant shall not invite to, or permit to visit its premises, persons
in such numbers or under such conditions as may interfere with the use and
enjoyment by others of the Public Areas. Landlord reserves the right to
control and operate, and to restrict and regulate the use of, the Public
Areas and the public facilities, as well as facilities furnished for the
common use of the tenants, in such manner as it deems best for the benefit
of the tenants generally.
2. No bicycles, animals (except seeing eye dogs) fish or birds of any kind
shall be brought into, or kept in or about any premises within the Building.
3. No noise, including, but not limited to, music, the playing of musical
instruments, recordings, radio or television, which, in the judgment of
Landlord, might disturb other tenants in the Building, shall be made or
permitted by any tenant.
4. Tenant's premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.
5. Tenant shall not cause or permit any odors of cooking or other processes, or
any unusual or objectionable odors, to emanate from its premises which would
annoy other tenants or create a public or private nuisance.
6. Plumbing facilities shall not be used for any purpose other than those for
which they were constructed; and no sweepings, rubbish, ashes, newspapers or
other substances of any kind shall be thrown into them.
7. Tenant agrees to keep the Leased Premises in a neat, good and sanitary
condition and to place garbage, trash, rubbish and all other disposables
only where Landlord directs.
8. Landlord reserves the right to rescind, alter, waive or add, any Rule or
Regulation at any time prescribed for the Building when, in the reasonable
judgment of Landlord, Landlord deems it necessary or desirable for the
reputation, safety, character, security, care, appearance or interests of
the Building, or the preservation of good order therein, or the operation or
maintenance of the Building, or the equipment thereof, or the comfort of
tenants or others in the Building.
9. Non-compliance with any of the above rules and regulations may, in
Landlord's sole judgment, result in a monetary fine not to exceed $25 per
day. Landlord will notify Tenant of such violations and Tenant will have
five (5) days to rectify, after which, daily fine will be applied.
10. All Rules & Regulations shall be applied uniformly as to Tenant and all
other Tenants.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ALPHA INDUSTRIES, INC. AND SUBSIDIARIES AS OF AND FOR
THE SIX MONTHS ENDED SEPTEMBER 29, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-30-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> SEP-29-1996
<CASH> 7,118
<SECURITIES> 3,039
<RECEIVABLES> 16,098
<ALLOWANCES> 688
<INVENTORY> 13,094
<CURRENT-ASSETS> 39,740
<PP&E> 81,901
<DEPRECIATION> 52,632
<TOTAL-ASSETS> 69,725
<CURRENT-LIABILITIES> 13,533
<BONDS> 4,993
0
0
<COMMON> 2,523
<OTHER-SE> 47,735
<TOTAL-LIABILITY-AND-EQUITY> 69,725
<SALES> 40,203
<TOTAL-REVENUES> 40,203
<CGS> 33,592
<TOTAL-COSTS> 48,388
<OTHER-EXPENSES> (19)
<LOSS-PROVISION> 139
<INTEREST-EXPENSE> (14)
<INCOME-PRETAX> (8,152)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,152)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,152)
<EPS-PRIMARY> (0.83)
<EPS-DILUTED> (0.83)
</TABLE>
