<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 28, 1997
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 04-230211
(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 26, 1997
Common Stock, par value $.25 per share 10,240,989
<PAGE>
Table of Contents
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Page
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Part 1 Financial Information
Item 1 - Financial Statements
Consolidated Balance Sheets - September 28, 1997 and March 30, 1997..... 3
Consolidated Statements of Income - Quarters and Six Months Ended
September 28, 1997 and September 29, 1996............................... 4
Consolidated Statements of Cash Flows - Six Months Ended
September 28, 1997 and September 29, 1996............................... 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................................................. 10
Item 4 - Submission of Matters to a Vote of Security Holders............... 10
Item 6 - Exhibits and Reports on Form 8-K.................................. 10
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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>
September 28, March 30,
1997 1997
(unaudited) (audited)
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<S> <C> <C>
Assets
Current assets
Cash and cash equivalents at cost .............................. $ 7,129 $ 5,815
Short-term investments (approximates market) ................... 1,234 1,218
Accounts receivable ............................................ 18,936 17,019
Inventories (Note 1) ........................................... 9,149 10,267
Prepayments and other current assets ........................... 1,681 857
-------- --------
Total current assets ...................................... 38,129 35,176
-------- --------
Property, plant and equipment, less accumulated depreciation and
amortization of $57,759 and $54,450 .......................... 29,882 28,608
Other assets .................................................... 1,556 1,469
-------- --------
$ 69,567 $ 65,253
======== ========
Liabilities And Stockholders' Equity
Current liabilities
Current maturities of long-term debt ........................... $ 1,866 $ 2,939
Current maturities of capital lease obligations ................ 67 230
Accounts payable ............................................... 6,092 5,620
Repositioning reserve .......................................... 584 1,106
Payroll and related expenses ................................... 6,411 5,359
Other accrued liabilities ...................................... 2,993 1,513
-------- --------
Total current liabilities ................................. 18,013 16,767
-------- --------
Long-term debt .................................................. 2,572 3,606
-------- --------
Long-term capital lease obligations ............................. 8 8
-------- --------
Other long-term liabilities ..................................... 1,325 1,486
-------- --------
Commitments and contingencies (Note 5)
Stockholders' equity
Common stock par value $.25 per share: authorized
30,000,000 shares; issued 10,361,327 and 10,126,413 shares .... 2,590 2,531
Additional paid-in capital ..................................... 55,568 54,640
Retained earnings (accumulated deficit) ........................ (10,063) (13,516)
Less - Treasury shares 125,004 and 161,139 shares at cost ...... 392 195
Unearned compensation-restricted stock .................. 54 74
-------- --------
Total stockholders' equity ..................................... 47,649 43,386
-------- --------
$ 69,567 $ 65,253
======== ========
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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. 28, Sept. 29, Sept. 28, Sept. 29,
1997 1996 1997 1996
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<S> <C> <C> <C> <C>
Net sales.................................. $ 28,571 $ 20,137 $ 54,276 $ 40,203
Cost of sales............................ 17,942 17,318 34,750 33,592
Research and development expenses........ 2,422 2,470 4,741 4,958
Selling and administrative expenses...... 5,513 4,451 10,775 9,838
------- ------- ------- -------
Operating income (loss).................... 2,694 (4,102) 4,010 (8,185)
Interest expense........................... (126) (130) (271) (247)
Interest income and other, net............. 37 108 99 280
------- ------- ------- -------
Income (loss) before income taxes.......... 2,605 (4,124) 3,838 (8,152)
Provision for income taxes................. 261 604 384 --
------- ------- ------- -------
Net income (loss).......................... $ 2,344 $ (4,728) $ 3,454 $ (8,152)
======== ======== ======== ========
Net income (loss) per share................ $ 0.22 $ (0.48) $ 0.33 $ (0.83)
======== ======== ======== ========
Weighted average common shares and common
share equivalents (Note 4)............... 10,500 9,820 10,351 9,764
======== ======== ======== ========
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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. 28, Sept. 29,
1997 1996
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss).................................................. $ 3,454 $ (8,152)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operations:
Depreciation and amortization of property, plant and equipment.... 3,309 2,724
Contribution of treasury shares to Savings and Retirement Plan.... 407 410
Amortization of unearned compensation - restricted stock, net..... 20 27
(Decrease) increase in other liabilities and long-term benefits... (161) 85
(Increase) decrease in other assets............................... (95) 11
Change in assets and liabilities:
Accounts receivable............................................. (1,917) 2,278
Inventories..................................................... 1,118 (1,079)
Other current assets............................................ (824) 300
Accounts payable................................................ 472 (2,304)
Other accrued liabilities and expenses.......................... 2,532 348
Repositioning reserve........................................... (522) --
-------- --------
Net cash provided by (used in) operations..................... 7,793 (5,352)
-------- --------
Cash flows from investing activities:
Purchases of short-term investments................................ (843) (2,475)
Maturities of short-term investments............................... 827 3,579
Additions to property, plant and equipment......................... (4,583) (3,857)
-------- --------
Net cash used in investing activities......................... (4,599) (2,753)
-------- --------
Cash flows from financing activities:
Proceeds from notes payable........................................ -- 3,952
Payments on long-term debt......................................... (2,107) (291)
Deferred charges related to long-term debt......................... 8 9
Payments on capital lease obligations.............................. (163) (213)
Proceeds from sale of stock........................................ 66 39
Exercise of stock options.......................................... 316 401
-------- --------
Net cash provided by (used in) financing activities........... (1,880) 3,897
-------- --------
Net increase (decrease) in cash and cash equivalents................ 1,314 (4,208)
Cash and cash equivalents, beginning of period...................... 5,815 11,326
-------- --------
Cash and cash equivalents, end of period............................ $ 7,129 $ 7,118
======== ========
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</TABLE>
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
Sept. 28, March 30,
Inventories consist of the following (in thousands): 1997 1997
- ------------------------------------------------------------------------------
Raw materials..................................... $ 4,335 $ 4,886
Work-in-process................................... 2,440 3,439
Finished goods.................................... 2,374 1,942
------- -------
$ 9,149 $10,267
======= =======
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Note 2 Line of Credit
As of October 1, 1997, the Company renewed its $7.5 million Line of Credit
Agreement which now expires on September 30, 1999. Also as of October 1, 1997,
the Company obtained a $7.5 million Equipment Line of Credit Agreement which
expires on September 30, 1998. Prior to October 1, 1998, the Equipment Line of
Credit Agreement may be converted to a four year term loan.
Note 3 Company Operations
During the six months ended September 28, 1997, one customer accounted for
approximately 21% of the Company's sales.
Note 4 Earnings Per Share
Earnings (loss) per common share for the six months ended September 28,
1997 and September 29, 1996 were computed using the weighted average number of
outstanding common shares plus common stock equivalents, if applicable, of
10,351,160 and 9,764,148 shares, respectively.
Note 5 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
As previously announced, the Company continues to project that it will show
growth, quarter over quarter, in orders, shipments and profits for the rest of
fiscal 1998.
Sales for the first six months of fiscal 1998 totaled $54.3 million compared
with sales of $40.2 million for the same period last year. Sales for the second
quarter of fiscal 1998 totaled $28.6 million up 42% over the comparable period
last year. New orders received for the first half of fiscal 1998 were $57.0
million, compared with $35.8 million for the same period last year. These
results make the fifth consecutive quarter with growth in shipments and orders
and a positive book-to-bill for the Company's continuing operations. The Company
reported a book-to-bill ratio for the first six months of fiscal 1998 of 1.05.
Overall, the increases in sales and orders are the result of continued strong
growth in demand for the Company's high-volume semiconductors, including GaAs
(Gallium Arsenide) integrated circuits (IC), which are sold to original
equipment manufacturers in the rapidly expanding wireless industry. In
conjunction with this growth, sales to one customer represented approximately
21% of the Company's total sales for the first six months of fiscal 1998.
Gross profit for the first half of fiscal 1998 totaled $19.5 million or 36% of
sales compared with $6.6 million or 16% of sales for the comparable period last
year. Gross profit for the second quarter was $10.6 million or 37% of sales
compared with $2.8 million or 14% of sales for the same period last year. Gross
margins improved primarily as the result of increased sales volumes and the
leveraging of capacity of the Company's high volume semiconductor operation as
well as reduced manufacturing costs at Trans-Tech, the Company's ceramic
component subsidiary in Maryland. The reduced manufacturing costs at Trans-Tech
were the result of actions taken during fiscal 1997. The second quarter of
fiscal 1997 included an inventory write-down of $1.5 million and a loss on a
filter order of $500 thousand. With these cost reductions completed, Trans-Tech
continues to drive improvements in its operations and reported a profit for the
second quarter of fiscal 1998.
Research and development expenses for the first six months of fiscal 1998 were
$4.7 million, continuing a gradual increase over the prior three quarters.
Approximately 75% of the Company's total research and development expenditures
are for the development of processes and applications related to its high volume
products, which are targeted at the rapidly-growing wireless markets. Research
and development expenses have been reduced by $217 thousand over the same period
last year because of the divestiture of the Company's digital radio group and
its attendant R&D expenditures, as well as a reduction in such expenses at
Trans-Tech during the rebuilding of its business. The Company is strongly
committed to continuing its investment in the GaAs IC and high volume wireless
products to better serve its targeted markets, particularly as it continues to
introduce new products that its key customers need.
Selling and administrative expenses totaled $10.8 million or 20% of sales for
the first six months of fiscal 1998, as compared with 25% of sales for the same
period last year. The first half of fiscal 1997 included approximately $900
thousand associated with severance costs related to various corporate
executives. For the second quarter ended September 28, 1997, selling and
administrative expenses represented 19% of sales, as compared to 22% of sales
for the comparable quarter last year. The increases in selling and
administrative expenses reflect the increased investments in the sales,
marketing and administrative activities, namely the addition of dedicated
account managers for key wireless OEM manufacturers, improvements to the
Company's information systems, such as adding Electronic Data Interchange (EDI)
capabilities, training costs and recruiting costs for key positions.
7
<PAGE>
Interest expense for the first six months of fiscal 1998 increased $24 thousand
over the comparable period last year as the Company had a slight increase in
short term borrowings. However, for the quarter ended September 28, 1997,
interest expense remained relatively flat. Interest income for the first six
months and quarter ended September 28, 1997 decreased $130 thousand and $36
thousand, respectively, over the same periods last year. A higher level of short
term investments were maintained during the first half of 1997 as a result of
funds received from a secondary offering that was completed during fiscal 1996.
The Company's effective tax rate for the first half of fiscal 1998 was 10%
compared to the current combined federal, state and foreign rate of
approximately 40%. This rate differed from statutory rates primarily as a result
of the utilization of net operating loss carryforwards. At September 28, 1997,
the Company had available net operating loss carryforwards of approximately $34
million, which expire commencing in 2004. Last year's second quarter included a
reversal of a $604 thousand income tax benefit since it was determined the
Company's operations would not be profitable in fiscal 1997.
For the first six months of fiscal 1998, the Company reported a net income of
$3.5 million or $0.33 per share compared with a net loss of $8.2 million or
$0.83 per share for the comparable period last year. For the second quarter
ended, the Company reported net income of $2.3 million or $0.22 per share
compared with a net loss of $4.7 million or $0.48 per share.
Financial Condition
At September 28, 1997, working capital totaled $20.1 million and included $8.4
million in cash, cash equivalents and short-term investments, compared with
$18.4 million of working capital at the end of fiscal 1997. Cash increased $1.3
million for the first half of fiscal 1998 as operations generated $7.8 million
of cash, principally from net income, depreciation and a decline in working
capital requirements. Uses of cash included the $2.1 million repayment of
short-term debt and $4.6 million for fixed assets. The Company continued its
investments in capital expenditures, particularly for the semiconductor wafer
fab operation and the IC and discrete semiconductor assembly and test areas, as
well as for improved manufacturing capabilities at the ceramics manufacturing
facility. The Company remains strongly committed to adding the required capacity
needed to service the wireless markets as demand continues to grow.
The Company expects to generate sufficient cash from operations to fund the
necessary capital investments needed to support projected levels of growth. With
cash, cash equivalents and short-term investments of $8.4 million, a $7.5
million line of credit and a $7.5 million equipment line of credit currently
available, the Company believes it has adequate funds to support its current
operating needs. The Company will continue to evaluate other available sources
of financing, such as a sale-leaseback or refinancing of its debt-free
Massachusetts facility.
Other Matters
In February 1997, the Financial Accounting Standards Board (FASB) issued
Financial Accounting Standards No.128, "Earnings Per Share" (FAS 128). FAS 128
supersedes Accounting Principles Board Opinion No.15 and specifies the
computation, presentation and disclosure requirements for earnings per share.
FAS 128 is effective for financial statements for both interim and annual
periods ending after December 15, 1997 and early application is not permitted.
Accordingly, the Company will apply FAS 128 for the quarter ended December 28,
1997 and restate prior period information as required under the statement. The
Company does not expect the adoption of FAS 128 to have a material impact on
reported earnings per share.
In June 1997, the FASB issued Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" and No. 131, " Disclosure about Segments of an Enterprise
and Related Information", which are effective for fiscal years beginning after
December 15, 1997. The Company is currently evaluating the effects of these new
standards.
8
<PAGE>
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), 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.
9
<PAGE>
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 4 Submission of Matters to a Vote of Security Holders
(a) On September 8, 1997, Alpha Industries, Inc. held its Annual
Meeting of Stockholders.
(b) At the Meeting, the Stockholders elected Thomas C. Leonard,
Arthur Pappas and Raymond Shamie as Class 2 Directors each to
hold office for a three-year term until the 2000 Annual
Meeting of Stockholders and until their successors have been
duly elected and qualified. Votes were cast as follows: Mr.
Leonard 8,850,077 for and 579,066 withheld, Mr. Pappas
8,814,524 for and 614,819 withheld, Mr. Shamie 8,815,315 for
and 614,028 withheld.
(c) At the Meeting, the Stockholders voted not to approve the
continuation of the Alpha Industries, Inc. Shareholder Rights
Agreement. A total of 3,985,780 shares were voted in favor of
approving the continuation of the Alpha Industries, Inc.
Shareholder Rights Agreement 3,612,418 shares were voted
against, 20,978 shares abstained from voting and 2,395,014
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
10
<PAGE>
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 Shareholder Rights Agreement dated as of
December 5, 1996 between Registrant and American Stock
Transfer and Trust Company, as Rights Agent as amended and
restated June 23, 1997. (Filed as Exhibit 4(c) to the Annual
Report on Form 10-K for the fiscal year ended March 30,
1997)*.
(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 as amended by Second Amendment
dated as of September 30, 1996, and as further amended by
Third Amendment dated as of June 12, 1997 and amended and
restated promissory notes dated as of June 12, 1997 (Filed as
Exhibit 4(f) to the Annual Report on Form 10-K for the fiscal
year ended March 30, 1997)*.
(10) Material Contracts.
(a) Alpha Industries, Inc., 1986 Long-Term Incentive Plan as
amended (Filed as Exhibit 10(a) to the Quarterly Report on
Form 10-Q for the quarter ended October 2, 1994)*. (1)
(b) Alpha Industries, Inc., Employee Stock Purchase Plan as
amended October 22, 1992 (Filed as Exhibit 10(b) to the
Annual Report on Form 10-K for the fiscal year ended March
28, 1993)* and amended August 22, 1995 (Filed as Exhibit
10(b) to the Annual Report on Form 10-K for the fiscal year
ended March 31, 1996)*. (1)
(c) SERP Trust Agreement between the Registrant and the First
National Bank of Boston as Trustee dated April 8, 1991 (Filed
as Exhibit 10(c) to the Annual Report on Form 10-K for the
fiscal year ended March 31, 1991)*. (1)
(d) Alpha Industries, Inc., Long-Term Compensation Plan dated
September 24, 1990 (Filed as Exhibit 10(i) to the Annual
Report on Form 10-K for the fiscal year ended March 29,
1992)*; amended March 28, 1991 (Filed as Exhibit 10 (a) to
the Quarterly Report on Form 10-Q for the quarter ended June
27, 1993)* and as further amended October 27, 1994 (Filed as
Exhibit 10(f) to the Annual Report on Form 10-K for the
fiscal year ended April 2, 1995)*. (1)
(e) 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)*.
(f) Severance Agreement dated January 13, 1997 between the
Registrant and Thomas C. Leonard (Filed as Exhibit 10(f) to
the Annual Report on Form 10-K for the fiscal year ended March
30, 1997)*. (1)
(g) Severance Agreement dated May 20, 1997 between the Registrant
and David J. Aldrich (Filed as Exhibit 10(g) to the Annual
Report on Form 10-K for the fiscal year ended March 30,
1997)*. (1)
(h) Severance Agreement dated January 14, 1997 between the
Registrant and Richard Langman (Filed as Exhibit 10(h) to the
Annual Report on Form 10-K for the fiscal year ended March
30, 1997)*. (1)
(i) Employment Agreement dated October 4, 1996 between the
Registrant and Martin J. Reid (Filed
11
<PAGE>
as Exhibit 10(i) to the Annual Report on Form 10-K for the
fiscal year ended March 30, 1997)*. (1)
(j) 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)
(k) 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)*.
(l) 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)
(m) 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)
(n) Alpha Industries, Inc. Savings and Retirement 401(k) Plan
dated July 1, 1996 (Filed as Exhibit 10(n) to the Annual
Report on Form 10-K for the fiscal year ended March 30,
1997)*.
(o) Change in Control Agreement between the Registrant and Paul E.
Vincent dated August 23, 1996 (Filed as Exhibit 10(o) to the
Annual Report on Form 10-K for the fiscal year ended March
30, 1997)*. (1)
(p) Change in Control Agreement between the Registrant and James
C. Nemiah dated August 23, 1996 (Filed as Exhibit 10(p) to
the Annual Report on Form 10-K for the fiscal year ended
March 30, 1997)*. (1)
(q) Severance Agreement dated April 30, 1996 between the
Registrant and Jean Pierre Gillard (Filed as Exhibit 10(q)
to the Annual Report on Form 10-K for the fiscal year ended
March 30, 1997)*. (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
No reports on Form 8-K were filed with the Securities and
Exchange Commission during the fiscal quarter ended September
28, 1997.
- ---------------------
*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 4 of the notes to Consolidated Financial Statements
on Page 6 of this Quarterly Report on Form 10-Q, which Note 4 is hereby
incorporated by reference herein.
(1)Management Contracts.
12
<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 10, 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
13
<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 28, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-29-1998
<PERIOD-END> SEP-28-1997
<CASH> 7,129
<SECURITIES> 1,234
<RECEIVABLES> 19,524
<ALLOWANCES> 588
<INVENTORY> 9,149
<CURRENT-ASSETS> 38,129
<PP&E> 87,641
<DEPRECIATION> 29,882
<TOTAL-ASSETS> 69,567
<CURRENT-LIABILITIES> 18,013
<BONDS> 2,580
0
0
<COMMON> 2,590
<OTHER-SE> 45,059
<TOTAL-LIABILITY-AND-EQUITY> 69,567
<SALES> 54,276
<TOTAL-REVENUES> 54,276
<CGS> 34,750
<TOTAL-COSTS> 50,266
<OTHER-EXPENSES> 32
<LOSS-PROVISION> 120
<INTEREST-EXPENSE> 140
<INCOME-PRETAX> 3,838
<INCOME-TAX> 384
<INCOME-CONTINUING> 3,454
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,454
<EPS-PRIMARY> 0.33
<EPS-DILUTED> 0.33
</TABLE>
