<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 December 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 (617) 935-5150
area code:
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No________________
------------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT JANUARY 26, 1997
COMMON STOCK, PAR VALUE $.25 PER SHARE 9,939,886
1
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Alpha Industries, Inc. and Subsidiaries
TABLE OF CONTENTS
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<TABLE>
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PAGE
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PART 1 FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets - December 29, 1996 and March 31, 1996.................. 3
Consolidated Statements of Income - Quarters and Nine Months Ended
December 29, 1996 and December 31, 1995............................................. 4
Consolidated Statements of Cash Flows - Nine Months Ended
December 29, 1996 and December 31, 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 6 - Exhibits and Reports on Form 8-K............................................... 9
</TABLE>
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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
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Alpha Industries, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts)
<TABLE>
<CAPTION>
DEC. 29, MARCH 31,
1996 1996
(UNAUDITED) (AUDITED)
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<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents at cost............................................. $ 2,000 $11,326
Short-term investments (approximates market).................................. 3,046 4,143
Accounts receivable........................................................... 17,431 17,688
Inventories (Note 1).......................................................... 12,545 12,015
Prepayments and other current assets.......................................... 984 1,379
------- -------
Total current assets........................................................ 36,006 46,551
------- -------
Property, plant and equipment, less accumulated depreciation and
amortization of $54,285 and $49,908............................................ 29,952 28,136
Other assets..................................................................... 609 736
------- -------
$66,567 $75,423
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt........................................... $ 1,954 $ 332
Current maturities of capital lease obligations................................ 357 443
Accounts payable............................................................... 4,240 7,075
Payroll and related expenses................................................... 4,768 4,898
Other accrued liabilities...................................................... 1,382 1,156
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Total current liabilities.................................................... 12,701 13,904
------- -------
Long-term debt.................................................................. 4,099 2,565
------- -------
Long-term capital lease obligations............................................. 330 565
------- -------
Other long-term liabilities..................................................... 965 856
------- -------
Commitments and contingencies (Note 3)
Stockholders' equity
Common stock par value $.25 per share: authorized
30,000,000 shares; issued 10,112,560 and 9,938,587 shares................... 2,528 2,484
Additional paid-in capital.................................................... 54,450 53,468
Retained earnings (accumulated deficit)....................................... (8,171) 2,056
Less - Treasury shares 176,194 and 249,052 shares at cost..................... 109 321
Unearned compensation-restricted stock................................. 226 154
------- -------
Total stockholders' equity.................................................. 48,472 57,533
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$66,567 $75,423
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</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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Alpha Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share data)
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
DEC. 29, DEC. 31, DEC. 29, DEC. 31,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
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Net sales................................... $22,287 $25,237 $ 62,490 $71,404
Cost of sales.............................. 17,046 16,684 50,638 47,572
Research and development expenses.......... 2,275 2,366 7,233 6,281
Selling and administrative expenses........ 4,953 4,384 14,791 13,121
Repositioning credit....................... - - - (320)
------- ------- -------- -------
Operating income (loss)..................... (1,987) 1,803 (10,172) 4,750
Interest expense............................ (183) (211) (430) (652)
Interest income and other, net.............. 95 98 375 175
------- ------- -------- -------
Income (loss) before income taxes........... (2,075) 1,690 (10,227) 4,273
Provision for income taxes.................. - 253 - 641
------- ------- -------- -------
Net income (loss)........................... $(2,075) $ 1,437 $(10,227) $ 3,632
======= ======= ======== =======
Net income (loss) per share................. $ (0.21) $ 0.16 $ (1.04) $ 0.43
======= ======= ======== =======
Weighted average common shares and common
share equivalents (Note 2)................. 9,912 8,870 9,814 8,391
======= ======= ======== =======
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</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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Alpha Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
DEC. 29, DEC. 31,
1996 1995
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss)...................................................... $(10,227) $ 3,632
Adjustments to reconcile net income (loss) to net cash provided from
(used for) operations:
Depreciation and amortization of property, plant and equipment........ 4,377 3,485
Contribution of treasury shares to Savings and Retirement Plan........ 628 220
Amortization of unearned compensation - restricted stock, net......... 39 45
Repositioning credit.................................................. - (320)
Increase in other liabilities and long-term benefits.................. 109 139
Decrease (increase) in other assets................................... 124 (349)
Change in assets and liabilities:
Accounts receivable.................................................. 257 (2,974)
Inventories.......................................................... ( 530) (2,464)
Other current assets................................................. 395 (60)
Accounts payable..................................................... (2,835) 475
Other accrued liabilities and expenses............................... 96 709
Repositioning reserve................................................ - (753)
-------- -------
Net cash provided from (used for) operations........................ (7,567) 1,785
-------- -------
Cash flows from investing activities:
Proceeds from sale of building......................................... - 2,465
Purchases of short-term investments.................................... (3,521) -
Maturities of short-term investments................................... 4,618 -
Additions to property, plant and equipment............................. (6,193) (6,592)
-------- -------
Net cash used in investing activities............................... (5,096) (4,127)
-------- -------
Cash flows from financing activities:
Proceeds from notes payable............................................ 3,952 624
Payments on long-term debt............................................. (796) (5,730)
Deferred charges related to long-term debt............................. 3 6
Payments on capital lease obligations.................................. (321) (325)
Proceeds from sale of stock............................................ 39 25,350
Exercise of stock options.............................................. 460 154
-------- -------
Net cash (used in) provided from financing activities............... 3,337 20,079
-------- -------
Net increase (decrease) in cash and cash equivalents.................... (9,326) 17,737
Cash and cash equivalents, beginning of period.......................... 11,326 3,510
-------- -------
Cash and cash equivalents, end of period................................ $ 2,000 $21,247
======== =======
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</TABLE>
Supplemental Disclosures:
Capital lease obligations of $315 thousand were incurred during the nine months
ended December 31, 1995 when the Company entered into leases for new equipment.
The accompanying notes are an integral part of these financial statements.
5
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Alpha Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 INVENTORIES
<TABLE>
<CAPTION>
DEC. 29, MARCH 31,
Inventories consist of the following (in thousands): 1996 1996
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<S> <C> <C>
Raw materials...................................... $ 6,219 $ 4,878
Work-in-process.................................... 3,935 5,830
Finished goods..................................... 2,391 1,307
-------- --------
$ 12,545 $ 12,015
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</TABLE>
NOTE 2 EARNINGS PER SHARE
Earnings (loss) per common share for the nine months ended December 29, 1996 and
December 31, 1995 were computed using the weighted average number of outstanding
common shares plus common stock equivalents, if applicable, of 9,813,585 and
8,390,910 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.
The Company is exploring a number of alternatives to divest its European
ceramics manufacturing operation and its digital radio subsystem product line.
In addition, the Company is finalizing a program to resize Trans-Tech, Inc.'s
(TTI) operations in Maryland to match the current order flow. This program will
occur in the fourth quarter of fiscal 1997 and will involve a significant
reduction in force, some consolidation of operations into TTI's main facility
and an adjustment of the investment in certain products. The Company expects
the costs related to these actions not to exceed $4.9 million under the least
favorable outcomes.
6
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Alpha Industries, Inc. and Subsidiaries
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales for the first nine months of fiscal 1997 totaled $62.5 million compared
with sales of $71.4 million for the same period last year. Sales for the third
quarter of fiscal 1997 totaled $22.3 million, compared with $25.2 million for
the comparable period last year. New orders received for the first nine months
of fiscal 1997 were $59.9 million compared with $79.1 million for the same
period last year. New orders received in the third quarter totaled $24.1 million
compared with $26.6 million for the same period last year. The decrease in sales
and orders for the quarter was due primarily to a shortfall of orders and sales
at Trans Tech, Inc. (TTI) the Company's ceramics subsidiary in Maryland.
Although order volume for TTI has increased for the third quarter over the
second quarter of fiscal 1997, the rate of increase is not at the level it was
for the same quarter last year. In contrast, semiconductor and MMIC new orders
for the third quarter of fiscal 1997 continue to show a steady improvement
quarter over quarter and are now approaching the high levels achieved in the
previous year's third quarter. As a result of improved order input during the
third quarter of fiscal 1997, the Company realized a 10% increase in sales over
the first two quarters of fiscal 1997. Year-to-date sales and orders were
impacted by slower than expected receipt of new orders for ceramic products and
millimeter wave digital radio components, 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 nine months of fiscal 1997 totaled $11.9 million
compared with $23.8 million for the comparable period last year. For the third
quarter of fiscal 1997, gross profit was $5.2 million compared with $8.6 million
for the same period last year. Overall, lower margins are the result of lower
sales volumes and rising costs due to manufacturing capacity added during fiscal
1996. In addition, the Company recorded the following during the second quarter
of fiscal 1997, a $1.5 million inventory write-down resulting from shifts in
demand away from certain ceramic products and a $500 thousand loss on a
particular filter order that 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.
Research and development expenses increased 15% for the first nine months of
fiscal 1997 to $7.2 million, or 12% of sales, as compared with $6.3 million or
9% of sales for the same period last year. For the third quarter ended December
29, 1996, research and development remained relatively stable at $2.3 million,
or 10% of sales as compared to $2.4 million or 9.4% of sales for the same
quarter last year. The year-to-date increase in research and development
reflects the continued investment by the Company in the GaAs MMIC product line.
Selling and administrative expenses increased 13% to $14.8 million or 24% of
sales for the first nine months of fiscal 1997, as compared with the same period
last year of $13.1 million or 18% of sales. For the third quarter ended
December 29, 1996, selling and administrative expenses increased 13% to $5.0
million, or 22% of sales, as compared to $4.4 million or 17% of sales. The
year-to-date and quarter-to-date increases in selling and administrative
expenses are primarily the result of higher costs associated with sales and
marketing activities directed toward expanded customer service and market
penetration, continued implementation of new information systems and recruiting
costs for key positions. During the first quarter of fiscal 1997, the Company
also recognized severance costs related to various corporate executives.
Interest expense for the first nine months and quarter ended December 29, 1996
decreased $222 thousand and $28 thousand, respectively, over the comparable
periods last year. Interest income for the first nine months increased $216
thousand and decreased $31 thousand for the quarter ended December 29, 1996,
compared with the same periods last year. Funds received from the secondary
stock offering that was completed during the
7
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Alpha Industries, Inc. and Subsidiaries
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.
For the first nine months of fiscal 1997, the Company reported a net loss of
$10.2 million or $1.04 per share compared with a net income of $3.6 million or
$0.43 per share for the comparable period last year. For the third quarter
ended, the Company reported a net loss of $2.1 million or $0.21 per share,
compared with net income of $1.4 million or $0.16 per share for the comparable
period last year.
The above results reflect the Company's decision to expand manufacturing
capacity for GaAs MMIC and to continue investment in developmental activities
directed toward the wireless communication markets during a period of reduced
demand for these products. In addition, the Company's operating results were
impacted by the decision to exit certain non-strategic activities in the first
quarter of fiscal 1997. The Company is also exploring alternatives to divest
its digital radio subsystem product line and its European ceramics manufacturing
operation. Carrying costs of approximately $800 thousand were reflected in the
third quarter of fiscal 1997 relating to these activities. The Company expects
the divestitures of these activities to be completed during the fourth quarter
of fiscal 1997. Lastly, the Company is finalizing a program to resize TTI's
operations in Maryland to match the current order flow. This program will occur
in the fourth quarter of fiscal 1997 and will involve a significant reduction in
force, some consolidation of operations into TTI's main facility and an
adjustment of the investment in certain products. The Company expects the
costs related to these actions not to exceed $4.9 million under the least
favorable outcomes. With the completion of the above actions, the quarterly
revenue break-even should be reduced from $24-$25 million to $21-$22 million,
and the Company expects to return to profitability in the June 1997 quarter.
FINANCIAL CONDITION
At December 29, 1996, working capital totaled $23.3 million and included $5
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 $9.3
million during the first nine months of fiscal 1997 as a result of a $10.2
million loss, further investments in capital expenditures, and decreasing
accounts payable. Capital expenditures were primarily for expanded automation of
the semiconductor wafer fab operations, the MMIC and discrete semiconductor
assembly and test areas, and for the improved manufacturing capabilities of
ceramics. The Company remains committed to adding the required capacity needed
to service the wireless markets as demand returns. With cash, cash equivalents
and short-term investments of $5 million and a $7.5 million line of credit
currently available, the Company believes it has adequate funds to support its
current operating needs. However, with the anticipated fourth quarter charges
mentioned above, the Company expects to be in default of certain financial
covenants but as in the past, the Company expects to be able to renegotiate
these covenants with the banks. The Company will continue to evaluate other
available sources of financing, such as leases, for capital expansion of its
semiconductor or MMIC operations.
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
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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 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)*.
(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) Shareholders Rights Agreement dated as of December 5, 1996
between Registrant and American Stock Transfer and Trust
Company, as Rights Agent (Filed as Exhibit 1 to the
Registrant's Current Report on Form 8-K dated December 6,
1996)*.
(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)*.
9
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Alpha Industries, Inc. and Subsidiaries
(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
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)
10
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Alpha Industries, Inc, and Subsidiaries
(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.
(Filed as Exhibit 10(r) to the Quarterly Report on Form 10-Q for the
quarter ended September 29, 1996)*.
(11) Statement re computation of per share earnings**.
(27) Financial Data Schedule.
(b) Reports on Form 8-K
On December 6, 1996, the Company filed a Current Report on Form 8-K,
concerning the adoption of a new Shareholder Rights Agreement dated as
of December 5, 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
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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: February 7, 1997
----------------
Alpha Industries, Inc. and Subsidiaries
---------------------------------------
Registrant
/s/ Thomas C. Leonard
---------------------
Thomas C. Leonard
Chief Executive Officer
President
/s/ Paul E. Vincent
-------------------
Paul E. Vincent
Chief Financial Officer
Principal Financial Officer
Principal Accounting Officer
12
<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 NINE MONTHS ENDED DECEMBER 29, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-30-1997
<PERIOD-END> DEC-29-1996
<CASH> 2,000
<SECURITIES> 3,046
<RECEIVABLES> 18,182
<ALLOWANCES> 751
<INVENTORY> 12,545
<CURRENT-ASSETS> 36,006
<PP&E> 84,237
<DEPRECIATION> 54,285
<TOTAL-ASSETS> 66,567
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0
0
<COMMON> 2,528
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<CGS> 50,638
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<OTHER-EXPENSES> (21)
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<INCOME-TAX> 0
<INCOME-CONTINUING> (10,227)
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<CHANGES> 0
<NET-INCOME> (10,227)
<EPS-PRIMARY> (1.04)
<EPS-DILUTED> (1.04)
</TABLE>
