<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 28, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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: (781) 935-5150
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.25 par value
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant at May 23, 1999 was approximately $671,869,000.
The number of shares of Common Stock outstanding at May 23, 1999 was
16,023,503.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement, to be filed within 120 days
of the end of the Registrant's fiscal year are incorporated by reference into
Part III of this Report.
The Exhibit Index is located on page 47.
Page 1 of 68 pages.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
PART I
ITEM 1 BUSINESS
OVERVIEW
We design, develop, manufacture and market proprietary radio frequency,
microwave frequency and millimeter wave frequency integrated circuits and
discrete semiconductors for wireless voice and data communications. The primary
applications for our products include wireless handsets for cellular and
personal communication services, or PCS. We also produce integrated circuits,
discrete components, electrical ceramics and ferrites used in wireless base
station equipment, cable television, wireless local loop, wireless personal
digital assistants and wireless local area networks.
We offer a broad range of products, including integrated circuit switches and
controls, power amplifiers, diodes and components that comprise a significant
part of the radio frequency devices used in wireless telephone handsets. We use
a range of technologies, processes and materials to meet our customers'
performance requirements, including gallium arsenide metal semiconductor field
effect transistor, or GaAs MESFET, gallium arsenide pseudomorphic high electron
mobility transistor, or GaAs PHEMT, silicon and electrical ceramic. We currently
are developing power amplifiers and other devices made with a gallium arsenide
heterojunction bipolar transistor, or GaAs HBT, process.
We divide our operations into three groups to address the distinct dynamics of
different markets:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- ---------------- -------------------------- ------------------------------- --------------------------
Wireless Semiconductor Application Specific
Products Products Ceramic Products
- ---------------- -------------------------- ------------------------------- --------------------------
Primary Products GaAs Integrated Circuits GaAs Integrated Circuits Electrical Ceramics
Discrete Semiconductors Discrete Semiconductors Ferrites
Components
- ---------------- -------------------------- ------------------------------- --------------------------
Primary Markets Wireless Handsets Satellite Communications Wireless Infrastructure
Wireless Data Broadband Data, Defense
- ---------------- -------------------------- ------------------------------- --------------------------
</TABLE>
The Wireless Semiconductor Products Group supplies GaAs integrated circuits and
discrete semiconductors in high volume for wireless telephone handsets and
wireless data applications. These products are used in equipment incorporating
the leading digital standards, Global System for Mobile Communications, or GSM,
Code Division Multiple Access, or CDMA and Time Division Multiple Access, or
TDMA.
The Application Specific Products Group supplies radio frequency, microwave
frequency and millimeter wave frequency GaAs integrated circuits, and discrete
semiconductors and components for customized products in the satellite
communications, broadband data and defense markets. We leverage our 30 years of
experience with higher frequency microwave and millimeter wave technologies to
develop high gross margin products and to develop new products for emerging
wireless broadband data applications.
The Ceramics Products Group uses electrical ceramic and ferrite technologies to
supply resonators and filters, primarily for wireless base station equipment.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
PRODUCTS AND APPLICATIONS
We offer a broad array of radio frequency, microwave frequency and millimeter
wave frequency products to the wireless markets, including GaAs integrated
circuit switches and controls, GaAs integrated circuit power amplifiers, silicon
discrete semiconductors and ceramic resonators and filters. A typical end
product for wireless communications, such as a handset, contains radio
frequency, baseband and digital signal processing components. Radio frequency
components convert, switch, process and amplify the high frequency signals that
carry the information to be transmitted or received. Baseband components process
signals into and from their original electrical form (low frequency voice or
data). The digital components control the overall circuitry and process the
voice or other data to be transmitted and received.
The table below identifies the major product categories and markets our three
operating groups serve.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- --------------------------- ---------------------------------------------------------- ---------------- ----------------
Wireless Semiconductor Products
Markets
----------------------------------------------------------
Application
Power Integrated Circuit Discrete Specific Ceramic
Amplifiers Switches Semiconductors Products Products
- --------------------------- -------------- --------------------- --------------------- ---------------- ----------------
Cellular/PCS:
Handset * * *
Base Station *
- --------------------------- -------------- --------------------- --------------------- ---------------- ----------------
Wireless Data:
Narrowband * * * *
Broadband * * * *
- --------------------------- -------------- --------------------- --------------------- ---------------- ----------------
Cable TV * * *
- --------------------------- -------------- --------------------- --------------------- ---------------- ----------------
Other Wireless * * * *
- --------------------------- -------------- --------------------- --------------------- ---------------- ----------------
</TABLE>
Other Wireless includes wireless local loop, digital radio links, Global
Positioning Systems, or GPS, Direct Broadcast Satellite, or DBS, intrusion
alarms, radar detectors, ID tags and defense applications.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
WIRELESS SEMICONDUCTOR PRODUCTS
The diagram below illustrates the role of many of our Wireless Semiconductor
Products in a dual band and dual mode wireless telephone handset.
- --------------------------------------------------------------------------------
[Cell-phone schematic]
Alpha Products in a Typical Dual Bond/Dual Mode Handset
GaAs Radio Frequency Integrated Circuit Switches GaAs Radio Frequency Power
Amplifiers Discrete Semiconductors
There is a picture of a cellular telephone on the right side of the page. To the
left of the telephone is a diagram depicting various parts of a dual band/dual
mode handset and identifying those parts which we supply.
- --------------------------------------------------------------------------------
Power Amplifiers. Wireless communications systems require amplification in
receiving and transmitting signals. Relatively weak incoming signals must be
amplified without adding background noise. GaAs power amplifiers are used in
handsets because they use battery power more efficiently than silicon
amplifiers, and battery life is a critical system feature in these portable
applications. Our 3-volt GaAs MESFET power amplifier, which extends battery
life, has been in production for the last 18 months. Further efficiency
improvement in amplifiers is now available using GaAs PHEMT process technology.
In addition, we are developing GaAs HBT process technology, which we believe
will open new power amplifier markets to us and complement our existing strength
in the GaAs PHEMT and GaAs MESFET processes.
Integrated Circuit Switches and Controls. Switching and control functions route
and adjust signal levels between the receiver and transmitter and other
processing devices. The number of switching functions increases with the
complexity of the handset design. In the dual band/dual mode handset
illustrated, the switches perform three different routing functions, including:
signal routing to transmitter or receiver; signal routing to cellular or PCS
frequency; and signal routing to digital or analog mode.
Our GaAs integrated circuit switches are used in handsets to provide lower
signal loss and better signal isolation than comparable silicon products.
Further improvements are now available using the GaAs PHEMT process.
Transistors using the GaAs HBT process have not been suitable for switches.
Discrete Semiconductors. Discrete semiconductors, especially diodes, are used
for signal tuning and switching functions in the handset. We draw on our
microwave frequency and millimeter wave frequency experience to produce diodes
with better circuit performance. We manufacture these products in very high
volumes and some of them are often purchased on a sole source basis from us.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
APPLICATION SPECIFIC PRODUCTS
We offer customized products that address all transmit and receive functions for
radio frequency, microwave frequency and millimeter wave frequency applications,
primarily in the satellite communications, broadband data and defense markets.
The millimeter wave applications are an emerging area of broadband, high
capacity data wireless services, such as Internet access. Systems operating in
this frequency range must use GaAs.
CERAMIC PRODUCTS
Our ceramic products play a critical role in the signal selection, or filtering
process, that is essential to processing communications signals. Ceramic
materials allow for improved power efficiency and miniaturization, which are
being increasingly used in wireless communications infrastructure. Ceramic
products are also critical in the frequency-determining portions of DBS
receivers, radar detectors and intrusion alarms.
MARKETING AND DISTRIBUTION
We sell our products through independent manufacturers' representatives and
through a direct sales staff. We sell through 12 domestic and 23 international
independent manufacturers' representative organizations. Our field support
management staff oversees our manufacturers' representatives and provides them
with sales direction and support. Our direct sales staff manages key customer
accounts and worldwide customer support and identifies and targets sales in the
emerging wireless data markets.
We maintain an internal marketing organization that is responsible for
developing sales and advertising literature, such as product announcements,
catalogs, brochures and magazine articles in trade and other publications. Our
internal marketing organization also prepares technical presentations for
industry conferences.
We believe that the technical and complex nature of our products and markets
demands an extraordinary commitment to close ongoing relationships with our
customers. We strive to maintain close contact with our customers' design,
engineering, manufacturing, and purchasing and project management personnel. We
employ a team approach in developing close relationships by combining the
support of design and applications engineers, manufacturing personnel, sales and
marketing staff and senior management. We believe that maintaining close contact
with our customers improves their level of satisfaction, assists us in
anticipating their future product needs and enhances our opportunities for
design wins.
RESEARCH AND DEVELOPMENT
Our products and markets are subject to continued technological advances.
Recognizing this, we maintain a high level of R&D activities to remain
competitive in certain areas and to be an industry leader in other areas. We are
focusing our development efforts on new products, design tools and manufacturing
processes in our Wireless Semiconductor Products group using our core
technologies. We strive to improve existing product performance, improve design
and manufacturing processes and reduce costs. We maintain close collaborative
relationships with many of our customers to help us identify market demands and
target our development efforts to meet those demands.
GaAs HBT Capabilities. We are developing our GaAs HBT process technology
capability with a third party designer and a third party foundry of GaAs HBT
technology. GaAs HBT process technology works at higher frequencies than
traditional silicon semiconductors and requires less power to transmit signals.
For cellular telephones, this permits smaller handsets and longer talk-time
between battery charges. We plan to introduce our initial GaAs HBT products for
OEM qualification during the summer of 1999. We believe that the addition of a
line of GaAs HBT products will complement our existing GaAs PHEMT and GaAs
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
MESFET devices, enabling us to offer our customers the full range of currently
available GaAs applications for use in wireless telephone handsets and wireless
data applications.
Millimeter Wave Technology. We developed much of our millimeter wave technology
in connection with approximately 30 years of defense related contracts involving
sophisticated millimeter wave semiconductor products. We use the techniques,
processes and experience in millimeter wave technology developed in connection
with these government programs for commercial applications.
Our R&D expenditures for fiscal 1999, 1998 and 1997 were $12.9 million, $10.0
million, and $9.5 million, respectively.
RAW MATERIALS
Raw materials for our products and manufacturing processes are generally
available from several sources. It is our policy not to depend on a sole source
of supply. However, there are limited situations where we procure certain
components and services for our products from single or limited sources. We
purchase these materials and services on a purchase order basis, do not carry
significant inventories and do not have any long-term supply contracts with our
source vendors.
WORKING CAPITAL
Our business is not seasonal, and there are no special practices with respect to
working capital for us or the industry in general. We provide a limited warranty
on our products against defects in material and workmanship. Payment terms are
30 days in the domestic market and generally 60 days in foreign markets.
CONTRACTS
During fiscal 1999, one customer, Motorola, Inc., accounted for approximately
28% of our total sales and no other single customer accounted for 10% or more of
our total sales. The 17% of our sales that were to the United States Government
and prime contractors and subcontractors thereof are subject to termination at
the convenience of the Government, in which event we would normally be
reimbursed for costs incurred. While U.S. Government orders are cancelled in
this manner, we have seldom experienced any material terminations for
convenience.
COMPETITIVE CONDITIONS
We compete on the basis of price, performance, quality, reliability, size,
ability to meet delivery requirements and customer service and support. We
experience intense competition worldwide from a number of multinational
companies that offer a variety of competitive products and broader product
lines, and which have substantially greater financial resources and production,
marketing, manufacturing, engineering and other capabilities than us. We also
face competition from a number of smaller companies. In addition, our customers,
particularly our largest customers, may have or could acquire the capability to
develop or manufacture products competitive with those that have been or may be
developed or manufactured by us.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
PATENTS AND TRADEMARKS
We own a small number of patents and have other patent applications under
preparation or pending. However, we believe that our technological position
depends primarily on the ability to develop new innovative products through the
technical competence of our engineering personnel.
BACKLOG
Our policy is to book only the next three months of commercial orders consistent
with customer short term requirements. Many commercial orders cover
substantially more than three months of performance, but we believe such orders
can be modified or cancelled by the customer easily and it is a better practice
to limit the bookings in this manner. On this basis, we believe all orders in
our backlog to be firm. We have backlog of undelivered orders on March 28, 1999
of approximately $36.9 million compared with $36.8 million on March 29, 1998.
Substantially all of the March 28, 1999 backlog is anticipated to be shipped in
fiscal 2000.
ENVIRONMENTAL REGULATIONS
In our opinion, compliance with federal, state, and local environmental
protection regulations does not and will not have a material effect on our
capital expenditures, earnings and competitive position.
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to our executive
officers at May 31, 1999.
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
George S. Kariotis 76 Chairman of the Board of Directors
Thomas C. Leonard 64 President, Chief Executive Officer and Director
Paul E. Vincent 51 Vice President, Treasurer and Chief Financial Officer
David J. Aldrich 42 Vice President
Jean-Pierre Gillard 55 Vice President
Richard Langman 52 Vice President and President of Trans-Tech, Inc.
James C. Nemiah 45 Secretary, Corporate Counsel
</TABLE>
All officers serve until the next Board of Directors meeting following the
Annual Meeting of Stockholders scheduled for September 13, 1999, or until their
successors are elected and qualified. No officer was elected pursuant to any
arrangement or understanding.
George S. Kariotis was Chairman of the Board and Chief Executive Officer from
our inception in 1962 until 1978, and, from 1974 to 1978, he was also our
Treasurer. From 1979 to 1983, Mr. Kariotis was the Secretary of Manpower
Development and Economic Affairs for the Commonwealth of Massachusetts. He was
re-elected Chairman of the Board in 1983 and Chief Executive Officer in 1985.
Mr. Kariotis resigned as Chief Executive Officer in July 1986 while he
campaigned for public office. He resumed his position as Chief Executive Officer
in November 1986, and served in that capacity until 1991.
Thomas C. Leonard was elected our President and Chief Executive Officer in July
1996 and was elected a Director in August 1996. Mr. Leonard joined us in 1992 as
a division General Manager. In 1994, he was elected a Vice President. Mr.
Leonard has over 30 years experience in the microwave industry, having held a
variety of executive and senior level management and marketing positions at
M/A-COM, Inc., Varian Associates, Inc. and Sylvania.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
Paul E. Vincent joined us as Controller in 1979 and has been Vice President and
Chief Financial Officer since January 1997. Prior to joining us, Mr. Vincent
worked at Applicon Incorporated and, prior to that, Arthur Andersen & Co. Mr.
Vincent is a CPA.
David J. Aldrich joined us in 1995 as Vice President, Chief Financial Officer
and Treasurer and currently serves as Vice President and General Manager of the
Wireless Semiconductor group and the Application Specific Products group. From
1989 to 1995, Mr. Aldrich held senior management positions at M/A-COM, Inc.,
including Manager Integrated Circuits Active Products, Corporate Vice President
Strategic Planning, Director of Finance and Administration, and Director of
Strategic Initiatives with the Microelectronics Division. Mr. Aldrich is a
Director of Microwave Power Devices, Inc., a manufacturer of microwave products.
Richard Langman joined us in January 1997 as Vice President and President and
General Manager of our Trans-Tech, Inc. subsidiary. Prior to joining us, Mr.
Langman worked for Coors Ceramics Company for 23 years, holding senior executive
positions in operations and sales. Mr. Langman received his B.S. in Ceramic
Engineering from Alfred University and his M.S. in Metallurgy and Material
Science from Lehigh University.
Jean-Pierre Gillard joined us in 1992 as Manager of GaAs integrated circuit
operations and has been Vice President of Business Development since June 1996.
Before 1992, he held a number of management positions at M/A-COM, Inc. in both
marketing and sales.
James C. Nemiah joined us in November 1995 as Corporate Counsel and Assistant
Secretary. He was named Secretary in September 1996. Prior to joining us, Mr.
Nemiah was Vice President, General Counsel and Clerk at American Science and
Engineering, Inc. from 1987 to 1995.
EMPLOYEES
As of March 28, 1999, we employed approximately 940 persons, compared with 840
persons as of March 29, 1998.
ITEM 2 PROPERTIES
The following information describes the major facilities we own and lease. We
believe we have adequate production capacity to meet our current business needs
but we are adding required capacity to better serve the wireless market as
demand continues to grow. We are expanding our capacity within the structure of
our Woburn plant without interruption of our production. We expect the
expansion, including the cost of building improvements and the purchase of
manufacturing equipment, to cost approximately $18 million. We also expect to
complete the expansion during the summer of 1999. As described in Note 3 to the
Consolidated Financial Statements on pages 32 and 33, several properties secure
debt of the Company.
a) We own a 158,000 square foot plant plus nine acres of land at 20 Sylvan
Road, Woburn, Massachusetts. This plant is occupied by the Wireless
Semiconductor and Application Specific manufacturing operations and
corporate headquarters.
b) We own a 92,000 square foot facility in Adamstown, Maryland. This plant is
occupied by our wholly owned subsidiary, Trans-Tech, Inc., and is utilized
as our primary ceramic products manufacturing facility.
c) We lease a 33,000 square foot facility in Frederick, Maryland. This plant is
used by our wholly owned subsidiary, Trans-Tech, Inc., to manufacture
ceramic components including filters.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
ITEM 3 LEGAL PROCEEDINGS
We do not have any material pending legal proceedings other than routine
litigation incidental to our business.
We have been notified by federal and state environmental agencies of our
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. We continue to deny that we have 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 our operations.
See also Note 8 to the Consolidated Financial Statements on page 41.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fiscal
quarter ended March 28, 1999.
PART II
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
See the section entitled "Quarterly Financial Data" appearing on page 28 for
information regarding Common Stock market prices. We have not paid cash
dividends on our common stock since fiscal 1986, and we do not anticipate paying
cash dividends in the foreseeable future. Our current policy is to retain all of
our earnings to finance future growth. We are subject to financial and operating
covenants, including restrictions on the payment of cash dividends, under our
bank financing agreements. On February 19, 1999, we distributed a three-for-two
common stock split.
See Notes 3 and 6 to the Consolidated Financial Statements beginning on pages 32
and 36, respectively, for information regarding dividend restrictions and the
stock split.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
ITEM 6 SELECTED FINANCIAL DATA
Five Year Financial Summary
(In thousands, except per share amounts and financial ratios)
<TABLE>
<CAPTION>
FISCAL YEAR
1999 1998 1997 1996 1995
========================================================================================================================
Results of Operations
<S> <C> <C> <C> <C> <C>
Sales ........................................ $126,339 $116,881 $ 85,253 $ 96,894 $78,254
Net income (loss) ............................ 21,490 10,302 (15,572) 3,794 2,847
Per share data
Net income (loss) basic .................... $ 1.36 $ 0.67 $ (1.05) $ 0.30 $ 0.25
Net income (loss) diluted .................. $ 1.31 $ 0.66 $ (1.05) $ 0.29 $ 0.24
Weighted average common shares basic ....... 15,824 15,302 14,772 12,551 11,410
Weighted average common shares diluted ..... 16,351 15,711 14,772 13,126 11,823
Financial Ratios
Return (based on net income-net loss)
On sales ................................... 17.0% 8.8% (18.3%) 3.9% 3.6%
On average assets .......................... 23.4% 14.5% (22.1%) 6.0% 6.0%
On average equity .......................... 31.4% 20.8% (30.9%) 8.9% 11.0%
Current Ratio ................................ 3.12 2.52 2.10 3.35 1.68
Debt to Equity ............................... 0.9% 2.9% 8.3% 4.5% 17.1%
Financial Position
Working Capital .............................. $ 42,687 $ 26,061 $ 18,409 $ 32,647 $10,983
Additions to property, plant and equipment ... 17,730 11,039 7,951 12,297 5,248
Total assets ................................. 106,681 76,929 65,253 75,423 50,167
Long-term debt ............................... 713 1,625 3,606 2,565 4,744
Long-term capital lease obligations .......... -- -- 8 565 754
Stockholders' equity ......................... 81,014 55,822 43,386 57,533 27,674
Other Statistics
New orders (net of cancellations) ............ 126,500 121,100 81,300 103,200 84,900
Backlog at year end .......................... $ 36,900 $ 36,800 $ 32,500 $ 36,500 $30,200
========================================================================================================================
</TABLE>
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
We design, develop, manufacture and market proprietary radio frequency,
microwave frequency and millimeter wave frequency integrated circuits and
discrete semiconductors for wireless voice and data communications.
Historically, we have focused on two operating divisions: Alpha Microwave and
Trans-Tech. During fiscal 1998, we reorganized the Alpha Microwave division into
two groups, Wireless Semiconductor Products and Application Specific Products,
in order to address the distinct dynamics of different markets. Trans-Tech has
been designated the Ceramic Products Group. Our operations are currently
organized into three reportable segments:
The Wireless Semiconductor Products Group supplies GaAs integrated circuits and
discrete semiconductors in high volume for wireless telephone handsets and
wireless data applications. This group represented 52.1% of our total sales in
fiscal 1999.
The Application Specific Products Group supplies radio frequency, microwave
frequency and millimeter wave frequency GaAs integrated circuits, and discrete
semiconductors and components for customized products in the satellite
communications, broadband data and defense markets. This group represented 27.7%
of our total sales in fiscal 1999.
The Ceramics Products Group uses electrical ceramic and ferrite technologies to
supply resonators and filters, primarily for wireless base station equipment.
This group represented 20.2% of our total sales in fiscal 1999.
We derived approximately 83% of our sales in fiscal 1999 from standard and
custom designed products sold to the commercial market. The remaining sales are
derived from sales to defense customers. Over the past several years, we have
continued to reduce our reliance on defense business to increase our emphasis on
the commercial wireless market. Sales are recognized when a product is shipped
and services are performed.
Our customers include leading OEMs in the wireless communications industry and
their principal suppliers. During fiscal 1999, sales to our 15 largest customers
accounted for 64.3% of our total sales. During that period, sales to Motorola
accounted for 28.1% of total sales.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS
The following table shows our statement of operations data expressed as a
percentage of sales for the periods indicated:
YEARS ENDED
-------------------------------
MARCH 28, MARCH 29, MARCH 30,
1999 1998 1997
--------- --------- ---------
Sales.................................... 100.0% 100.0% 100.0%
Cost of sales............................ 56.3 62.3 80.4
----- ----- -----
Gross margin............................. 43.7 37.7 19.6
Research and development expenses........ 10.2 8.6 11.2
Selling and administrative expenses...... 18.0 19.1 24.0
Repositioning expenses................... -- -- 2.4
----- ----- -----
Operating income (loss).................. 15.5 10.0 (18.0)
Other income (expense), net.............. 0.5 (0.2) (0.3)
----- ----- -----
Income (loss) before income taxes........ 16.0 9.8 (18.3)
Provision (benefit) for income taxes..... (1.0) 1.0 --
----- ----- -----
Net income (loss)........................ 17.0% 8.8% (18.3)%
===== ===== =====
FISCAL YEARS ENDED MARCH 28, 1999, MARCH 29, 1998 AND MARCH 30, 1997
Sales. Sales increased 8.1% to $126.3 million in fiscal 1999 from $116.9 million
in fiscal 1998. The increase was primarily attributable to increased demand for
wireless products and our penetration into additional handset platforms.
Deliveries to Motorola represented 28.1% of our total sales in fiscal 1999
compared to 24.7% in fiscal 1998. We continued to increase our focus on the
commercial wireless markets, which lowered our defense sales to 17.2% in fiscal
1999 from 17.6% in fiscal 1998. We continue to participate in defense programs
that require minimal investment.
Sales increased 37.1% to $116.9 million in fiscal 1998 from $85.3 million in
fiscal 1997. The increase in sales was largely due to greater volume resulting
from increased penetration into several handset platforms. Deliveries to
Motorola represented 24.7% of our total sales in fiscal 1998 compared to 10.6%
in fiscal 1997. Defense sales represented 17.6% of total sales in fiscal 1998
compared to 20.8% in fiscal 1997.
Gross Profit. Gross profit increased 25.2% to $55.2 million in fiscal 1999 from
$44.1 million in fiscal 1998. Gross margin increased to 43.7% in fiscal 1999
from 37.7% in fiscal 1998. These increases were primarily a result of improved
operating efficiencies in all three business segments, particularly in Wireless
Semiconductors, which continued to leverage capacity, improve yields and reduce
material costs.
Gross profit increased 163.4% to $44.1 million in fiscal 1998 from $16.7 million
in fiscal 1997. Gross margin increased to 37.7% in fiscal 1998 from 19.6% in
fiscal 1997. The following non-recurring costs were included in fiscal 1997
gross profit: (1) excess manufacturing capacity in the Ceramics group that was
reduced in the fourth quarter with the divestiture of the group's French
subsidiary and consolidation in this Group; (2) carrying costs for divested
operations (incurred prior to divestiture); and (3) a $2.6 million inventory
write-down in Ceramics resulting from shifts in demand away from certain ceramic
products. In addition, we continued expanding capacity for Wireless
Semiconductors during fiscal 1997 despite lower sales volumes for the first half
of the year. The gross margin improvement in fiscal 1998 was attributable to
increased sales volume and the leveraging of capacity of our Wireless
Semiconductor operation, as well as reduced manufacturing costs and improved
operating efficiencies in our Ceramics Group.
Research and Development Expenses. Research and development expenses increased
28.4% to $12.9 million or 10.2% of sales in fiscal 1999 from $10.0 million or
8.6% of sales in fiscal 1998. The increase in research and development expenses
was primarily attributable to the development of processes and products in the
Wireless Semiconductor Products Group. Over 75% of our total research and
development expenses
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
in fiscal 1999 and 1998 were focused on the Wireless Semiconductor Products
Group's efforts in developing GaAs integrated circuits and other high volume
wireless products.
Research and development expenses increased 5.1% to $10.0 million or 8.6% of
sales in fiscal 1998 from $9.5 million or 11.2% of sales in fiscal 1997. The
increase in research and development expenses was the result of increased
investments in the Wireless Semiconductor operation offset by decreases in
investment in our Ceramics Group during the rebuilding of its business.
Selling and Administrative Expenses. Selling and administrative expenses
increased 1.8% to $22.8 million or 18.0% of sales in fiscal 1999 from $22.4
million or 19.1% of sales in fiscal 1998. The increase in selling and
administrative expenses was attributable to increased sales commissions
resulting from higher sales volumes, while the decrease in selling and
administrative expenses as a percentage of sales was attributable to our
continued efforts to control administrative costs.
Selling and administrative expenses increased 9.4% to $22.4 million or 19.1% of
sales in fiscal 1998 from $20.4 million or 24.0% of sales in fiscal 1997.
Selling and administrative expenses in fiscal 1997 included non-recurring costs
of approximately $1.5 million for recruiting and consolidation costs for our
Ceramics Products Group and for severance costs. The increased selling and
administrative expenses reflect the continued investment in sales, marketing and
administrative activities. Significant components of the increase included the
addition of dedicated account managers for key wireless OEMs, improvements to
our information systems, training costs and recruiting costs for key positions.
Other Income (Expense), Net. Interest expense in fiscal 1999 decreased $204,000
compared to fiscal 1998 due to a decline in outstanding borrowings. Interest
income in fiscal 1999 increased $597,000 as a result of higher levels of cash,
cash equivalents and short-term investments. Other expenses decreased $110,000
in fiscal 1999 compared to fiscal 1998 due to losses resulting from the disposal
of equipment in fiscal 1998.
Interest expense in fiscal 1998 decreased $83,000 compared to fiscal 1997 as a
result of a lower level of outstanding borrowings. Other expenses increased
$59,000 in fiscal 1998 compared to fiscal 1997 due to losses resulting from the
disposal of equipment in fiscal 1998.
Provision (Benefit) for Income Taxes. The benefit for income taxes in fiscal
1999 was $1.3 million compared to a provision for income taxes of $1.1 million
in fiscal 1998. The fiscal 1999 benefit reflects a 10% tax rate offset by a $3.3
million tax benefit recorded in the fourth quarter of fiscal 1999. The tax
benefit of $3.3 million resulted from a reduction in the valuation allowance
against deferred tax assets because of the expected use of net operating loss
carryforwards in future periods. We will begin reporting income at a fully taxed
rate, assumed to be 36%, during the first quarter of fiscal 2000, which ends in
June 1999.
The provision for income taxes in fiscal 1998 was $1.1 million. Our effective
tax rate for fiscal 1998 was 10% due to the utilization of net operating loss
carryforwards. We did not record a tax provision for fiscal 1997. No federal
taxes were due, and state and foreign taxes were offset by a state loss
carryback.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
BUSINESS SEGMENTS
The table below displays sales and operating income by business segment for
fiscal 1999 and 1998. See Note 10 to the consolidated financial statements. It
is not practicable to present information for fiscal 1997 because such
information for that year is not available.
YEARS ENDED
--------------------------------
MARCH 28, 1999 MARCH 29, 1998
-------------- --------------
SALES
Wireless Semiconductor Products............... $ 65,822 $ 52,612
Application Specific Products................. 34,977 37,118
Ceramic Products.............................. 25,540 27,151
-------------- --------------
$ 126,339 $ 116,881
============== ==============
OPERATING INCOME
Wireless Semiconductor Products............... $ 7,435 $ 2,799
Application Specific Products................. 10,241 7,210
Ceramic Products.............................. 1,879 1,679
-------------- --------------
$ 19,555 $ 11,688
============== ==============
Wireless Semiconductor Products. Sales for the Wireless Semiconductor Products
Group increased 25.1% to $65.8 million in fiscal 1999 from $52.6 million in
fiscal 1998. The increase was primarily attributable to increased demand for
wireless products and our penetration into additional handset platforms.
Operating income for the Wireless Semiconductor Group increased 165.6% to $7.4
million in fiscal 1999 from $2.8 million in fiscal 1998. The increase in
operating income was primarily attributable to improved operating efficiencies.
This Group continued to leverage capacity, improve yields and reduce material
costs. In addition, this Group focused on the development of processes and
products for the wireless market, while continuing efforts to control
administrative costs.
Application Specific Products. Sales for the Application Specific Products Group
decreased 5.8% to $35.0 million in fiscal 1999 from $37.1 million in fiscal
1998. The decrease was primarily attributable to our increasing focus on the
commercial market and a continuing shift away from the defense market.
Operating income for the Application Specific Products Group increased 42.0% to
$10.2 million in fiscal 1999 from $7.2 million in fiscal 1998. The increase in
operating income was primarily attributable to improved operating efficiencies,
including improved yields and reduced material costs. In addition, the Group's
selling and administrative activities were significantly reduced as the Group
focused on controlling costs.
Ceramic Products. Sales for the Ceramics Group decreased 5.9% to $25.5 million
in fiscal 1999 from $27.2 million in fiscal 1998. The decrease was primarily
attributable to a decreased level of sales for the first half of fiscal 1999
mainly due to lower than expected demand for wireless infrastructure and price
competition from Japanese competitors whose currency declined in value against
the U.S. dollar.
Operating income for the Ceramics Group increased 11.9% to $1.9 million in
fiscal 1999 from $1.7 million in fiscal 1998. The increase in operating income
was primarily attributable to the reduction of material costs and improved
operating efficiencies, including the leveraging of capacity and increased
manufacturing automation.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES
As of March 28, 1999, we had working capital of $42.7 million, including $23.8
million in cash, cash equivalents and short-term investments. In fiscal 1999,
operations generated $25.6 million of cash primarily attributable to net income
of $21.5 million. Uses of cash included $17.7 million for capital expenditures,
$8.2 million for net purchases of short-term investments and $1.9 million for
the repayment of long-term debt. We continued our investment in capital
expenditures particularly for the semiconductor GaAs wafer fabrication operation
and the integrated circuit and discrete semiconductor assembly and test areas,
as well as for improved manufacturing capabilities at the ceramics manufacturing
facility.
During fiscal 1999, we incurred capital expenditures of $17.7 million of which
$14.3 million was related to the Wireless Semiconductor Products Group. The
expenditures for this group related primarily to the expansion of the GaAs
fabrication facility which is estimated to cost $18 million in total and is
scheduled to be completed during the summer of 1999. This expansion is expected
to significantly increase capacity.
We maintain a $7.5 million working capital line of credit and a $7.5 million
equipment line of credit which expire on September 30, 1999. We expect to renew
these agreements. There are no outstanding borrowings under these agreements.
In June 1999, we completed a public offering of our common stock that raised net
proceeds of $109.4 million. The net proceeds may be used for the purchase of
equipment, the expansion of facilities and the acquisition of businesses,
technologies or products that complement our business. From time to time we
discuss strategic acquisitions with third parties. We are not currently in
discussions regarding acquisitions and have no agreements or commitments to
complete an acquisition.
We believe that anticipated cash from operations, available funds and borrowings
under our bank lines of credit, together with the net proceeds from our recent
stock offering, will be adequate to fund our currently planned working capital
and capital expenditure requirements at least through fiscal 2000.
YEAR 2000 READINESS
The Year 2000 issue relates to the inability of certain computer software
programs to properly recognize and process date sensitive information relative
to the Year 2000 and beyond. To address this issue, we have initiated a
company-wide Year 2000 project under the direction of senior management. We have
evaluated our products and have determined that our products are not date
sensitive. We do not expect Year 2000 exposure for products sold.
We have completed a comprehensive inventory of our internal information systems.
Over the last several years, we have invested in new computer hardware and
software to improve our business operations. All such systems were required to
be Year 2000 compliant as a condition of purchase. We have completed testing of
our critical information systems. As a result of this testing, we do not believe
that any critical systems will cause a significant interruption of our business.
Certain systems require minor upgrades. These upgrades are expected to be
completed by September 1999 and the costs are not expected to be material.
We have also completed a comprehensive inventory of our equipment and
facilities. We have substantially completed testing of critical items to ensure
that they are compliant. As a result of our testing to date, we do not believe
that any critical items will result in a significant disruption to our business.
Minor upgrades are planned for certain items. These upgrades are expected to be
completed by September 1999 and the costs are not expected to be material.
We have completed formal communication with significant suppliers, customers,
financial institutions and other third parties with which we have a material
relationship in order to determine whether those entities
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
have adequate plans in place to ensure their Year 2000 preparedness. As a result
of our communications, we have not identified any issues with respect to these
third parties.
At this time, we have not developed a "worst case" scenario or an overall
contingency plan and do not intend to do so unless, as a result of ongoing
testing and evaluation, we believe these plans are warranted. Based upon our
assessment to date and our expectations that our Year 2000 project will be
substantially complete by September 1999, we believe adequate time will be
available to ensure alternatives can be developed, assessed and implemented, if
necessary, prior to a Year 2000 issue having a negative impact on our
operations. However, we cannot assure that such modifications and conversions,
if required, will be completed on a timely basis.
We have not prepared estimates of costs to remediate Year 2000 problems.
However, based on currently available information, including the results of our
assessment to date, we do not believe that the costs associated with Year 2000
compliance will have a material adverse effect on our business, results of
operations or financial condition.
Although we believe our planning efforts are adequate to address our Year 2000
compliance concerns, we cannot guarantee that we will not experience
unanticipated negative consequences or material costs caused by undetected
errors or defects in the technology used in our internal systems or that third
parties upon which we rely will not experience similar negative consequences.
OTHER MATTERS
Inflation did not have a significant impact upon our results of operations
during the three-year period ended March 28, 1999.
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Instruments"
establishes accounting and reporting standards for derivatives and hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the balance sheet and measure those instruments at fair
value. SFAS No. 133 will be effective for our fiscal year 2002. We are currently
evaluating the effects of SFAS No. 133. We do not expect this new statement to
have a material effect on our consolidated financial position, results of
operations or cash flow.
FORWARDING-LOOKING STATEMENTS
This report and other documents we have filed with the Securities and Exchange
Commission contain forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements represent our judgment regarding future events.
Although we would not make forward-looking statements unless we believe we have
a reasonable basis for doing so, we cannot guarantee their accuracy and actual
results may differ materially from those we anticipated due to a number of
uncertainties, many of which we are not aware. We urge you to consider the risks
and uncertainties discussed below and elsewhere in this report and in the other
documents filed with the SEC in evaluating our forward-looking statements. We
have no plans to update our forward-looking statements to reflect events or
circumstances after the date of this report. We generally identify
forward-looking statements with the words "plans," "expects," "anticipates,"
"estimates," "will," "should" and similar expressions.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
OUR RELIANCE ON A SMALL NUMBER OF CUSTOMERS FOR A LARGE PORTION OF OUR SALES
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS. A significant
portion of our sales in each fiscal period has been concentrated among a limited
number of customers. If we lost one or more of these major customers, or if one
or more major customers decreases its orders, our business would be materially
and adversely affected. In recent periods, sales to our major customers as a
percentage of total sales have increased. In fiscal 1999, sales to our five
largest customers accounted for 50.2% of our sales, with Motorola accounting for
28.1% of sales. Our future operating results depend on the success of these
customers and our success in selling products to them.
OUR SALES VOLUME IS AFFECTED BY OUR OEM CUSTOMERS' SALES VOLUME. A substantial
portion of our sales is derived from sales of products to OEMs. These OEMs
demand highly reliable products and often require up to several months to
evaluate and test our integrated circuits and devices before deciding to design
them into their products. If our products are designed into an OEM's product,
our sales volume will depend upon the commercial success of the OEM's product.
SALES TO OUR OEM CUSTOMERS FLUCTUATE WITH THEIR PRODUCT CYCLES. Because the
markets our OEM customers serve are characterized by numerous new product
introductions and rapid product enhancements, our operating results may vary
significantly in some fiscal quarters. OEMs generally are in various stages of
designing replacement products for their mature products. During the final
production of a mature product, OEMs typically consume their existing inventory
of our products. Consequently, orders for our products can be reduced. Even if
our products are designed into both the mature product and the replacement
product, our sales may suffer. Typically, production of the mature product will
cease as the replacement product is introduced. A delay in the transition to
commercial production of the replacement product would delay our ability to
recover the lost sales from the discontinuation of the mature product. The
decrease in our sales in the first two fiscal quarters of fiscal 1999 compared
with the fourth quarter of fiscal 1998 was primarily attributable to this
dynamic as our largest customer was introducing a new series of handsets. We may
continue to experience these fluctuations in our operating results in the
future.
DIFFICULTIES IN PRODUCTION WOULD ADVERSELY AFFECT OUR OPERATING RESULTS. Our
products are very complex, have sophisticated designs and are manufactured using
highly complex process technologies. In most cases, our products are customized
for our customers who insist that our products meet their exact specifications
for quality, performance and reliability. If we are unable to manufacture to our
customers' specifications, our operating results will suffer.
IF ONE OF OUR LIMITED NUMBER OF ASSEMBLY SUBCONTRACTORS FAILS TO PERFORM AS
EXPECTED, OUR OPERATING RESULTS WOULD SUFFER. We use assembly subcontractors
located outside the United States to wirebond and package large volume orders of
integrated circuits. We attempt to maintain more than one qualified service
supplier for each assembly process. From time to time we have been unable to
achieve this goal because of minimum volume requirements imposed by suppliers,
lack of capacity, service quality issues or other factors. We have experienced
problems procuring assembly services, and we cannot guarantee that we will avoid
similar problems in the future. For example, an assembly subcontractor in Asia
recently ceased production of our products despite their assurances that they
would continue production without interruption. Our inability to obtain
sufficient high quality and timely assembly service, or the loss of any of our
current assembly vendors, would result in delays or reductions in product
shipment and reduced product yields. Any of these events would materially and
adversely affect our operating results.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
OUR OPERATING RESULTS ARE DEPENDENT ON THE DEVELOPMENT OF NEW PRODUCTS. Our
future success will depend on our ability to develop new products in a timely
and cost-effective manner. The development of our new products is highly
complex. We have historically experienced delays in completing the development
and introduction of new products. The successful development and introduction of
new products depends on a number of factors, including:
- our timely completion of product designs and development;
- our ability to develop manufacturing processes for new products; and
- commercial acceptance of our new products and enhancements.
OUR FAILURE TO KEEP PACE WITH RAPID TECHNOLOGICAL CHANGES IN THE WIRELESS
COMMUNICATIONS INDUSTRY WOULD IMPAIR OUR GROWTH. The wireless communications
markets are characterized by frequent introductions of new products and
services. New products and services respond to evolving product and process
technologies and consumer demand for greater functionality, lower costs, smaller
products and better performance. As a result, we have experienced, and will
continue to experience, product design obsolescence. We must continue to improve
our product designs and develop new products with new technologies to meet our
customers' demands.
We believe that the next generation of consumer wireless data applications will
offer such features as Internet access, e-mail and home automation. If we fail
to develop products for this potential market, our operating results could be
materially and adversely affected.
WE OPERATE IN VERY COMPETITIVE INDUSTRIES AND WE MAY BE UNABLE TO COMPETE
SUCCESSFULLY. Competition in the markets for our products is intense. We compete
with several companies primarily engaged in the business of designing,
manufacturing and selling integrated circuits, discrete semiconductors and
ceramic products, as well as suppliers of other discrete products. Our
competitors could develop new process technologies that may be superior to ours.
In addition, many of our existing and potential customers manufacture or
assemble wireless communications devices and have substantial in-house
technological capabilities. If one of our large customers decided to design and
manufacture integrated circuits internally, it could have an adverse effect on
our operating results. For example, we compete with our largest customer in the
production of power amplifiers.
Many of our existing and potential competitors have strong market positions,
considerable internal manufacturing capacity, established intellectual property
rights and substantial technological capabilities. Many of our existing and
potential competitors have greater financial, technical, manufacturing and
marketing resources than we do. We cannot guarantee that we will be able to
compete successfully with our competitors.
We expect competition to increase. This could mean lower prices for our products
or reduced demand for our products. Any of these developments would have an
adverse effect on our operating results.
AVERAGE SELLING PRICES FOR OUR PRODUCTS TYPICALLY DECLINE OVER TIME. Average
selling prices for our products decline over time. Many of our manufacturing
costs are fixed. For a given level of sales, when our manufacturing costs
decline, our gross margins improve, and when our manufacturing costs increase,
our gross margins decline. Our operating results suffer when gross margins
decline. We may experience these problems in the future and we cannot predict
when they may occur or their severity.
OUR OPERATING RESULTS WOULD SUFFER IF ONE OF OUR KEY SUPPLIERS FAILS TO DELIVER
MATERIALS FOR THE FABRICATION OF OUR PRODUCTS. We currently procure certain
materials and services for our products from one or a limited number of
suppliers. For example, we procure GaAs substrates, a critical raw material,
from only two suppliers. In addition, we obtain some GaAs wafers from a single
external foundry. Further, we procure silicon substrates for semiconductors and
certain chemical powders for ceramic manufacturing from single sources. We
purchase these materials and services on a purchase order basis. We do not carry
significant inventories or have any long-term supply contracts with our vendors.
Our inability to obtain these materials or services in required quantities or in
acceptable quality would result in significant delays or reductions in product
shipments. This would materially and adversely affect our operating results.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY. Our sales, earnings and other
operating results have fluctuated significantly in the past and may fluctuate
significantly in the future primarily as a result of the following:
- timing and receipt of our customers' orders; and
- the potential for delay or deferral of customer implementation of our
technology into their products.
OUR GROWTH IS DEPENDENT ON THE GROWTH OF WIRELESS COMMUNICATIONS MARKETS. We
depend on the development and growth of markets for wireless communications
products and services, including cellular and personal communications services,
or PCS, telephones and other wireless applications. We cannot be sure as to the
rate at which these markets will develop, if at all. Any slowdown in the rate of
growth of the wireless communications market would have a material adverse
affect on our operating results.
OUR BUSINESS COULD BE ADVERSELY AFFECTED BY OUR FAILURE TO DEVELOP GaAs HBT
TECHNOLOGY. We are developing GaAs HBT process technology primarily to
manufacture power amplifiers and certain other components. We are pursuing this
development effort with a third party designer and a third party foundry. We
believe GaAs HBT components will be successfully designed into wireless
telephone and wireless data handsets. Although we believe that we will be
successful in developing and introducing a line of GaAs HBT products, we cannot
guarantee that our efforts will result in commercially successful GaAs HBT
products in the anticipated time or on budget, if at all. Certain of our
competitors are already offering this capability and our customers may purchase
their requirements for these products from our competitors. Our third party
designer and our third party foundry may delay or fail to deliver to us GaAs HBT
technology and products. Our business and prospects could be materially and
adversely affected by our failure to develop this technology.
THE BENEFITS OF OUR GaAs PRODUCTS COMPARED TO SILICON ALTERNATIVES MAY NOT
CONTINUE. The production of GaAs integrated circuits is more costly than the
production of silicon circuits. As a result, we must offer GaAs products that
provide superior performance to that of silicon for specific applications to be
competitive with silicon products. If we do not continue to offer products that
provide sufficiently superior performance to offset the cost differential, our
operating results may be materially and adversely affected. We believe our costs
of producing GaAs integrated circuits will continue to exceed the costs
associated with the production of silicon circuits. The costs differ because of
higher costs of raw materials for GaAs, lower production yields in GaAs
technology and higher unit costs associated with lower production volumes.
Silicon semiconductor technologies are widely used process technologies for
certain integrated circuits and these technologies continue to improve in
performance. We cannot assure you that we will continue to identify markets that
require performance superior to that offered by silicon solutions.
OUR FIXED COSTS MAY REDUCE OPERATING RESULTS IF OUR SALES FALL BELOW
EXPECTATIONS. Our expense levels are based, in part, on our expectations as to
future sales. Many of our expenses, particularly those relating to our capital
equipment and manufacturing overhead, are relatively fixed. We may be unable to
reduce spending quickly enough to compensate for reductions in sales.
Accordingly, shortfalls in sales may materially and adversely affect our
operating results.
WE ARE NOT PROTECTED BY LONG TERM CONTRACTS WITH OUR CUSTOMERS. We generally do
not enter into long-term contracts with our customers and we cannot be certain
as to future order levels from our customers. When we do enter into a long-term
contract, the contract generally is terminable for the convenience of the
customer. In the event of an early termination of a contract by one of our major
customers, it is unlikely that we will be able to identify an alternative
purchaser for that product.
OUR RELIANCE ON GOVERNMENT CONTRACTS FOR A SIGNIFICANT PORTION OF OUR SALES
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS. Although we
have reduced our dependence upon sales to the United States Government, we
estimate that approximately 17.2% of our sales in fiscal 1999, 17.6% of our
sales in fiscal 1998 and 20.8% of our sales in fiscal 1997 were derived from
United States defense related sources. If we experience significant reductions
or delays in procurements of our products by
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
the United States Government or terminations of government contracts or
subcontracts, our operating results could be materially and adversely affected.
Generally, the United States Government and its contractors and subcontractors
may terminate their contracts with us for cause or for convenience. We have in
the past experienced terminations of government contracts. We cannot guarantee
that we will not experience terminations of government contracts in the future.
WE FACE SIGNIFICANT CHALLENGES MANAGING OUR GROWTH. We are experiencing a period
of significant growth that will continue to place a strain on our resources. We
have grown from approximately 860 employees on December 27, 1998 to
approximately 940 employees on March 28, 1999. To manage our growth effectively,
we must continue to:
- improve operational systems;
- maintain adequate physical plant, manufacturing facilities and
equipment to meet customer demand;
- add experienced senior level managers; and
- attract and retain qualified people with experience in engineering,
design and manufacturing.
We will spend substantial amounts of money in connection with our growth and may
have additional unexpected costs. Our manufacturing equipment may not be
adequate to support rapid increases in orders for our products, and we may not
be able to expand quickly enough to exploit potential market opportunities. If
we cannot attract qualified people or manage growth effectively, our business,
operating results and financial condition could be adversely affected.
THERE MAY BE UNANTICIPATED COSTS ASSOCIATED WITH INCREASING OUR CAPACITY. We
anticipate that any future growth of our business will require increased
manufacturing capacity. We expect to complete the current expansion of our GaAs
production capabilities by the summer of 1999 at a total cost of approximately
$18 million. We may be required to purchase significant additional equipment or
further expand our facilities if the increased demand for our products that we
experienced in fiscal 1999 continues. Expansion activities such as these are
subject to a number of risks, including:
- unavailability or late delivery of the advanced, and often
customized, equipment used in the production of our products;
- delays in bringing new production equipment on-line;
- work stoppages and delays in supplying products for our existing
customers during expansion activities; and
- unforeseen environmental or engineering problems relating to existing
or new facilities.
These and other risks may affect the ultimate cost and timing of our present
expansion or any future expansion of our capacity.
THE VOLATILITY OF OUR STOCK PRICE COULD AFFECT YOUR INVESTMENT IN OUR STOCK. The
market price of our common stock has fluctuated widely. For example, between
February 1, 1999 and March 2, 1999 the price of our common stock dropped from
approximately $27.92 to $13.50 per share. Between March 2, 1999 and April 29,
1999, the price of our common stock rose from approximately $13.50 to $34.25 per
share. Consequently, the current market price of our common stock may not be
indicative of future market prices, and we may not be able to sustain or
increase the value of your investment in our common stock. Factors affecting our
stock price may include:
- variations in operating results from quarter to quarter;
- changes in earnings estimates by analysts or our failure to meet
analysts' expectations;
- market conditions in the industry; and
- general economic conditions.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
WE DEPEND ON A FEW KEY EMPLOYEES WHO HAVE EXPERIENCE WITH OUR COMPLEX PRODUCTS.
Our success depends in part on retaining key technical and management personnel.
In particular, the number of individuals with experience in the production of
our complex products and related processes is very limited, and our future
success depends in part on retaining those individuals who are already
employees. We must also continue to attract and retain qualified personnel in a
very competitive environment. We cannot guarantee that we will be able to
continue to attract and retain these personnel.
OUR INTERNATIONAL SALES COULD DECLINE AS A RESULT OF CURRENCY EXCHANGE
FLUCTUATIONS AND OTHER FACTORS. Our sales outside of the United States were
approximately $53.7 million in fiscal 1999, $46.0 million in fiscal 1998 and
$32.1 million in fiscal 1997. Because most of our foreign sales are denominated
in United States dollars, our products, particularly our ceramics products,
become less price competitive with products manufactured by competitors based in
countries whose currencies decline in value against the dollar. International
sales involve a number of additional risks, including:
- imposition of government controls;
- potential insolvency of international distributors and
representatives;
- fluctuation of economies outside the United States;
- political instability outside the United States;
- generally longer receivables collection periods for foreign
customers; and
- tariffs and other trade barriers.
In addition, due to the technological advantage provided by GaAs in many
military applications, a portion of our sales outside of North America must be
licensed by the Bureau of Export Administration of the United States Department
of Commerce or the Office of Defense Trade Controls of the United States
Department of State. Although we have not experienced any difficulty in
obtaining these licenses, failure to obtain such licenses in the future could
have a material adverse effect on our operating results.
OUR COMPLIANCE WITH ENVIRONMENTAL REGULATIONS MAY BE COSTLY. We are subject to a
variety of federal, state and local requirements governing the protection of the
environment. These requirements relate to the use, storage, handling, discharge
and disposal of toxic or otherwise hazardous materials used in our manufacturing
processes. We may incur significant expense in complying with these
requirements, and these requirements may become more stringent in the future. In
the past, compliance with environmental regulations and our response to
environmental claims and litigation has been costly. Failure to comply with
environmental regulations could subject us to substantial liability or force us
to change our manufacturing operations. In addition, under some of these
regulations, we could be held financially responsible for remedial measures if
our properties are contaminated, even if we did not cause the contamination.
WE MAY HAVE DIFFICULTY IN PROTECTING OUR INTELLECTUAL PROPERTY. Our ability to
compete is affected by our ability to protect our intellectual property. A
significant aspect of our intellectual property is our product and process
technology. We rely primarily on trade secret laws, confidentiality procedures
and licensing arrangements to protect our intellectual property. The laws of
certain foreign countries in which our products are or may be developed,
manufactured or sold may not protect our products or intellectual property
rights to the same extent as do the laws of the United States. This may make the
possibility of piracy of our technology and products more likely. We cannot
assure you that the steps taken by us to protect our intellectual property will
be adequate to prevent misappropriation of our technology.
OUR OPERATIONS COULD INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
Particular aspects of our technology could be found to infringe on the
intellectual property rights or patents of others. Other companies may hold or
obtain patents on inventions or may otherwise claim proprietary rights to
technology necessary to our business. We cannot predict the extent to which we
may be required to seek licenses. We cannot guarantee that the terms of any
licenses we may be required to seek will be reasonable.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
WE MAY HAVE DIFFICULTY IN MANAGING AND INTEGRATING ACQUISITIONS. From time to
time, we explore opportunities to acquire businesses to expand our production
capacity and our product offerings. Acquisitions involve numerous risks,
including:
- difficulties in integrating operations, products and corporate
cultures;
- difficulties in completing the development of acquired technologies;
- the ability to manage different geographic units;
- entering markets or businesses in which we have limited experience;
and
- the loss of key employees of the acquired businesses.
Moreover, any delay or failure to integrate an acquired company, technology or
product line could result in the additional expenditure of money and in
increased demands on our management's time. These expenditures and demands could
have a material adverse effect on our business, financial condition and results
of operations and on the price of our common stock. Acquisitions may involve
expending significant funds and the issuance of additional securities, which may
be dilutive to stockholders.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of changes in the value of a short-term
investment and a financial instrument caused by fluctuations in investment
prices and interest rates.
The Company handles market risks in accordance with established policies. The
Company's risk-management activities include "forward-looking statements" that
involve risk and uncertainties. Actual results could differ materially from
those projected in the forward-looking statements.
INVESTMENT PRICE RISK
The fair value of the Company's short-term investment portfolio at March 28,
1999, approximated carrying value due to its short-term duration. Market risk,
estimated as the potential decrease in fair value resulting from a hypothetical
10% decrease in interest rates for the issues contained in the investment
portfolio, is considered not to be material because of the short-term nature of
the investments.
INTEREST RATE RISK
The carrying value of the Company's long-term debt, including current
maturities, was $1.6 million at March 28, 1999. Due to the nature of the debt
instruments, management has determined that the fair value was not materially
different from the year-end carrying value.
22
<PAGE> 23
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Page
================================================================================
Consolidated Balance Sheets - March 28, 1999 and March 29, 1998............. 24
Consolidated Statements of Operations - Years ended March 28, 1999,
March 29, 1998 and March 30, 1997........................................... 25
Consolidated Statements of Cash Flows - Years ended March 28, 1999,
March 29, 1998 and March 30, 1997........................................... 26
Consolidated Statements of Stockholders' Equity - Years ended March
28, 1999, March 29, 1998 and March 30, 1997................................. 27
Quarterly Financial Data (unaudited) - Fiscal 1999 and Fiscal 1998.......... 28
Notes to Consolidated Financial Statements.................................. 29
Independent Auditors' Report................................................ 45
================================================================================
23
<PAGE> 24
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
MARCH 28, MARCH 29,
1999 1998
===============================================================================================
Assets (Note 3)
Current assets
<S> <C> <C>
Cash and cash equivalents .................................... $ 14,029 $ 14,356
Short-term investments ....................................... 9,731 1,493
Accounts receivable, trade, less allowance
for doubtful accounts of $741 and $634 .................. 22,972 18,500
Inventories (Note 2) ......................................... 8,773 7,941
Prepayments and other current assets ......................... 796 883
Deferred tax assets .......................................... 6,522 --
-------- --------
Total current assets ................................ 62,823 43,173
-------- --------
Property, plant and equipment
Land, building and improvements .............................. 26,925 23,437
Machinery and equipment ...................................... 77,776 70,051
-------- --------
104,701 93,488
Less-accumulated depreciation and amortization ............... 62,204 60,824
-------- --------
42,497 32,664
-------- --------
Other assets .................................................... 1,361 1,092
-------- --------
Total assets ........................................ $106,681 $ 76,929
======== ========
Liabilities And Stockholders' Equity
Current liabilities
Current maturities of long-term debt (Note 3) ................ $ 912 $ 1,876
Current maturities of capital lease obligations .............. -- 8
Accounts payable ............................................. 10,700 5,725
Accrued liabilities
Payroll, commissions and related expenses ................ 7,292 6,724
Other .................................................... 1,232 2,779
-------- --------
Total current liabilities ........................... 20,136 17,112
-------- --------
Long-term debt (Note 3) ......................................... 713 1,625
Other long-term liabilities ..................................... 1,626 2,370
Deferred tax liabilities ........................................ 3,192 --
-------- --------
Commitments and contingencies (Note 8)
Stockholders' equity (Notes 3 and 6)
Common stock par value $0.25 per share; authorized
30,000,000 shares; issued 16,051,311 and 15,817,751 ...... 4,013 3,954
Additional paid-in capital ................................... 58,872 55,440
Retained earnings (accumulated deficit) ...................... 18,276 (3,214)
-------- --------
81,161 56,180
Less - Treasury shares 62,379 and 150,293 at cost ............ 133 315
Unearned compensation-restricted stock........................ 14 43
-------- --------
Total stockholders' equity .......................... 81,014 55,822
-------- --------
Total liabilities and stockholders' equity........... $106,681 $ 76,929
======== ========
===============================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
24
<PAGE> 25
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
YEARS ENDED
MARCH 28, MARCH 29, MARCH 30,
1999 1998 1997
============================================================================================
<S> <C> <C> <C>
Sales ....................................... $ 126,339 $ 116,881 $ 85,253
--------- --------- ---------
Cost of sales ............................... 71,131 72,799 68,519
Research and development expenses ........... 12,886 10,035 9,545
Selling and administrative expenses ......... 22,767 22,359 20,441
Repositioning expenses (Note 4) ............. -- -- 2,074
--------- --------- ---------
Total operating expenses ........ 106,784 105,193 100,579
--------- --------- ---------
Operating income (loss) ..................... 19,555 11,688 (15,326)
Other income (expense)
Interest expense ........................ (267) (471) (554)
Interest income ......................... 993 396 415
Other expense, net ..................... (56) (166) (107)
--------- --------- ---------
Total other income (expense) .... 670 (241) (246)
--------- --------- ---------
Income (loss) before income taxes ........... 20,225 11,447 (15,572)
Provision (benefit) for income taxes (Note 5) (1,265) 1,145 --
--------- --------- ---------
Net income (loss) ........................... $ 21,490 $ 10,302 $ (15,572)
========= ========= =========
Net income (loss) per share basic ........... $ 1.36 $ 0.67 $ (1.05)
========= ========= =========
Net income (loss) per share diluted ......... $ 1.31 $ 0.66 $ (1.05)
========= ========= =========
Weighted average common shares basic ........ 15,824 15,302 14,772
========= ========= =========
Weighted average common shares diluted ...... 16,351 15,711 14,772
========= ========= =========
============================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
25
<PAGE> 26
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
YEARS ENDED
MARCH 28, MARCH 29, MARCH 30,
1999 1998 1997
==============================================================================================================================
CASH PROVIDED BY (USED IN) OPERATIONS:
<S> <C> <C> <C>
Net income (loss) ......................................................... $ 21,490 $ 10,302 $(15,572)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operations:
Depreciation and amortization of property, plant, and equipment ........ 7,851 6,742 5,886
Deferred taxes ......................................................... (2,627) -- --
Amortization of unearned compensation - restricted stock ............... 90 31 35
Unearned compensation .................................................. -- -- (11)
Loss on sales and retirements of property, plant, and equipment ........ 12 132 --
Noncash portion of repositioning charges ............................... -- -- 660
(Increase) decrease in other assets .................................... (285) 375 (262)
(Decrease) increase in other liabilities and long-term benefits ........ (744) 884 630
Issuance of treasury stock to 401(k) plan .............................. 960 833 831
Change in assets and liabilities:
Accounts receivable ................................................ (4,472) (1,481) 771
Inventories ........................................................ (832) 2,326 770
Prepayments and other current assets ............................... 87 (26) 318
Accounts payable ................................................... 4,975 105 (1,455)
Accrued liabilities ................................................ (979) 2,631 818
Repositioning reserve .............................................. -- (1,106) 1,106
-------- -------- --------
Net cash provided by (used in) operations .............................. 25,526 21,748 (5,475)
-------- -------- --------
CASH USED IN INVESTING:
Additions to property, plant and equipment excluding capital leases ....... (17,730) (11,039) (7,951)
Purchases of short-term investments ....................................... (17,943) (2,335) (4,030)
Maturities of short-term investments ...................................... 9,705 2,060 6,955
Net proceeds from divestitures ............................................ -- -- 1,191
Proceeds from sale of property, plant and equipment ....................... 34 109 --
-------- -------- --------
Net cash used in investing ............................................. (25,934) (11,205) (3,835)
-------- -------- --------
CASH PROVIDED BY (USED IN) FINANCING:
Proceeds from notes payable ............................................... -- -- 4,952
Payments on notes payable ................................................. (1,876) (3,044) (1,304)
Payments on capital lease obligations ..................................... (8) (230) (437)
Deferred charges related to long-term debt ................................ 16 2 18
Exercise of stock options and warrants .................................... 1,724 1,400 462
Proceeds from sale of stock ............................................... 225 138 108
Repurchase of treasury shares ............................................. -- (268) --
-------- -------- --------
Net cash provided by (used in) financing ............................... 81 (2,002) 3,799
-------- -------- --------
Net (decrease) increase in cash and cash equivalents ...................... (327) 8,541 (5,511)
Cash and cash equivalents, beginning of year .............................. 14,356 5,815 11,326
-------- -------- --------
Cash and cash equivalents, end of year .................................... $ 14,029 $ 14,356 $ 5,815
======== ======== ========
==============================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
26
<PAGE> 27
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
<TABLE>
<CAPTION>
RETAINED UNEARNED
ADDITIONAL EARNINGS COMPENSATION
COMMON STOCK PAID-IN (ACCUMULATED TREASURY RESTRICTED
SHARES PAR VALUE CAPITAL DEFICIT) STOCK STOCK
===============================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1996 ................... 14,908 $ 3,727 $ 52,225 $ 2,056 $ (321) $ (154)
Net loss .................................... -- -- -- (15,572) -- --
Employee Stock Purchase Plan ................ 23 5 103 -- -- --
Amortization of unearned compensation
restricted stock .......................... -- -- -- -- -- 35
Issuance of 150,870 treasury shares
to 401(k) plan ............................ -- -- 702 -- 129 --
Repurchase of 19,000 shares of
restricted stock .......................... -- -- (53) -- (3) 45
Exercise of stock options ................... 259 65 397 -- -- --
------ ------- ------- -------- -------- --------
Balance at March 30, 1997 ................... 15,190 3,797 53,374 (13,516) (195) (74)
Net income .................................. -- -- -- 10,302 -- --
Employee Stock Purchase Plan ................ 30 7 131 -- -- --
Amortization of unearned compensation
restricted stock .......................... -- -- -- -- -- 31
Issuance of 124,170 treasury shares
to 401(k) plan ............................ -- -- 685 -- 148 --
Repurchase of 32,754 shares ................. -- -- -- -- (268) --
Exercise of stock options ................... 523 131 1,081 -- -- --
Exercise of stock warrants .................. 75 19 169 -- -- --
------ ------- ------- -------- -------- --------
Balance at March 29, 1998 ................... 15,818 3,954 55,440 (3,214) (315) (43)
Net income .................................. -- -- -- 21,490 -- --
Employee Stock Purchase Plan ................ 25 7 218 -- -- --
Issuance of restricted stock ................ 6 1 60 -- -- (61)
Amortization of unearned compensation
restricted stock .......................... -- -- -- -- -- 90
Issuance of 87,914 treasury shares to
401(k) plan ............................... -- -- 778 -- 182 --
Exercise of stock options ................... 202 51 1,673 -- -- --
Tax benefit from the exercise of
stock options ............................. -- -- 703 -- -- --
------ ------- ------- -------- -------- --------
Balance at March 28, 1999 ................... 16,051 $ 4,013 $58,872 $ 18,276 $ (133) $ (14)
====== ======== ======== ======== ======== ========
===============================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
27
<PAGE> 28
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
QUARTERLY FINANCIAL DATA
(unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER YEAR
=======================================================================================================
Fiscal 1999
<S> <C> <C> <C> <C> <C>
Sales.................................. $ 29,955 $ 29,626 $ 32,489 $ 34,269 $ 126,339
Gross profit........................... 12,823 12,863 14,338 15,184 55,208
Net income ............................ 3,974 4,216 4,772 8,528 21,490
Per share data
Net income basic................... .25 .27 .30 .54 1.36
Net income diluted................. .25 .26 .29 .51 1.31
Market price range:
High................................ 12.583 11.500 22.958 27.917 27.917
Low................................. 7.833 6.167 5.750 13.50 5.750
Fiscal 1998
Sales.................................. $ 25,705 $ 28,571 $ 30,751 $ 31,854 $ 116,881
Gross profit........................... 8,897 10,629 11,823 12,733 44,082
Net income ............................ 1,110 2,344 3,156 3,692 10,302
Per share data(1)
Net income basic................... .07 .15 .20 .24 .67
Net income diluted................. .07 .15 .20 .23 .66
Market price range:
High................................ 5.875 10.917 13.750 13.333 13.750
Low................................. 3.667 5.500 8.583 9.333 3.667
=======================================================================================================
</TABLE>
The Company's common stock is traded on the NASDAQ Stock Market under the symbol
AHAA. Prior to June 2, 1998, the Company's stock was traded on the American
Stock Exchange under the symbol AHA. The number of stockholders of record as of
May 28, 1999 was approximately 1,000.
(1) Earnings per share calculations for each of the quarters are based on the
weighted average number of shares outstanding and included common stock
equivalents in each period. Therefore, the sums of the quarters do not
necessarily equal the full year earnings per share.
28
<PAGE> 29
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation:
The financial statements include the accounts of the Company and its
subsidiaries. All significant intercompany accounts and transactions have
been eliminated in consolidation. The Company's fiscal year ends on the
Sunday closest to March 31. There were 52 weeks in fiscal 1999, 1998 and
1997.
Use of Estimates:
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses. Actual results could differ from those estimates.
Revenue Recognition:
Revenue is recognized when a product is shipped and services are
performed.
Foreign Currency Translation:
The accounts of foreign subsidiaries are translated in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 52. Foreign
operations are remeasured as if the functional currency were the U.S.
dollar. Monetary assets and liabilities are translated at the year end
rates of exchange. Revenues and expenses (except cost of sales and
depreciation) are translated at the average rate for the period.
Non-monetary assets, equity, cost of sales and depreciation are remeasured
at historical rates. Remeasurement gains and losses are reflected
currently in operations and are not material.
Research and Development Expenditures:
Research and development expenditures are charged to income as incurred.
Cash, Cash Equivalents and Short-term Investments:
Cash and cash equivalents include cash deposited in demand deposits at
banks and highly liquid investments with original maturities of 90 days or
less.
The Company's short-term investments are classified as held-to-maturity.
These investments consist primarily of commercial paper and securities
issued by various federal agencies with original maturities of more than
90 days. Such short-term investments are carried at amortized cost, which
approximates fair value, due to the short period of time to maturity.
Gains and losses are included in investment income in the period they are
realized.
Inventories:
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
29
<PAGE> 30
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property, Plant and Equipment:
Property, plant and equipment are carried at cost. Depreciation is
provided on the straight-line method for financial reporting and
accelerated methods for tax purposes.
Estimated useful lives used for depreciation purposes are 5 to 30 years
for buildings and improvements and 3 to 10 years for machinery and
equipment.
During fiscal 1999, the Company removed $6.5 million of fully depreciated
fixed assets from the related property, plant and equipment and
accumulated depreciation accounts.
Fair Value of Financial Instruments:
Financial instruments of the Company consist of cash, cash equivalents,
accounts receivable, accounts payable and accrued liabilities. The
carrying value of these financial instruments approximates their fair
value because of the short maturity of these instruments. Based upon
borrowing rates currently available to the Company for issuance of similar
debt with similar terms and remaining maturities, the estimated fair value
of long-term debt approximates their carrying amounts. The Company does
not use derivative instruments.
Income Taxes:
The Company uses the asset and liability method of accounting for income
taxes. Under the asset and liability method, deferred tax assets and
liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
This method also requires the recognition of future tax benefits such as
net operating loss carryforwards, to the extent that realization of such
benefits is more likely than not. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of
a change in tax rates is recognized in income in the period that includes
the enactment date.
Net Income Per Common Share:
Basic earnings per share is calculated by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per
share includes the dilutive effect of stock options and warrants, if their
effect is dilutive, using the treasury stock method.
A reconciliation of the weighted average number of shares outstanding used
in the computation of the basic and diluted earnings per share for each of
the following years:
<TABLE>
<CAPTION>
YEARS ENDED
-------------------------------
MARCH 28, MARCH 29, MARCH 30,
1999 1998 1997
------ ------ ------
(in thousands)
<S> <C> <C> <C>
Weighted average shares (basic).................... 15,824 15,302 14,772
Effect of dilutive stock options................... 527 409 --
------ ------ ------
Weighted average shares (diluted).................. 16,351 15,711 14,772
====== ====== ======
</TABLE>
30
<PAGE> 31
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of:
The Company adopted the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of," during fiscal 1997. This statement requires that long-lived assets and
certain identifiable intangibles be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to undiscounted
future net cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured
by the amount by which the carrying amount of the assets exceeds the fair
value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell. Adoption of this
Statement did not have a material impact on the Company's financial
position, results of operations, or liquidity.
Stock Option Plans:
Prior to fiscal 1997, the Company accounted for its stock option plans in
accordance with the provisions of Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. As such, compensation expense would be recorded on the
date of grant only if the current market price of the underlying stock
exceeded the exercise price. During fiscal 1997, the Company adopted SFAS
No. 123, "Accounting for Stock-Based Compensation," which permits entities
to recognize as expense over the vesting period the fair value of all
stock-based awards on the date of grant. Alternatively, SFAS No. 123 also
allows entities to continue to apply the provisions of APB Opinion No. 25
and provide pro forma net income and pro forma earnings per share
disclosures for employee stock option grants made in 1995 and future years
as if the fair-value-based method defined in SFAS No. 123 had been applied.
The Company has elected to continue to apply the provisions of APB Opinion
No. 25 and provide the pro forma disclosure provisions of SFAS No. 123.
Comprehensive Income (Loss):
During fiscal 1999, the Company adopted the provisions of SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 is a financial statement
presentation standard which requires the Company to disclose non-owner
changes included in equity but not included in net income or loss. There
were no differences between net income (loss) and comprehensive income
(loss) for fiscal 1999, 1998 and 1997.
Recent Accounting Pronouncements:
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Instruments" establishes accounting and reporting standards for derivatives
and hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the balance sheet and
measure those instruments at fair value. SFAS No. 133 will be effective for
the Company's fiscal year 2002. The Company is currently evaluating the
effects of SFAS No. 133. The Company does not expect this new statement to
have a material effect on its consolidated financial position, results of
operations or cash flow.
31
<PAGE> 32
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2 INVENTORIES
<TABLE>
<CAPTION>
MARCH 28, MARCH 29,
1999 1998
-------- --------
(in thousands)
<S> <C> <C>
Inventories consisted of the following:
Raw materials............................................. $3,852 $3,916
Work-in-process........................................... 3,034 2,259
Finished goods............................................ 1,887 1,766
------ ------
$8,773 $7,941
====== ======
</TABLE>
NOTE 3 BORROWING ARRANGEMENTS AND COMMITMENTS
LINES OF CREDIT
The Company has a $7.5 million Working Capital Revolving Line of Credit
Agreement which expires September 30, 1999. This line of credit is
collateralized by the assets of the Company, excluding real property, not
otherwise collateralized. A commitment fee of 1/2% per year is due quarterly
under the Agreement. There were no borrowings under this Credit Agreement at
March 28, 1999 and March 29, 1998.
The Company also has a $7.5 million Equipment Line of Credit Agreement which
expires on September 30, 1999. Prior to expiration, the Equipment Line of Credit
Agreement may be converted, at the option of the Company, to a four-year term
loan. This equipment line of credit is collateralized by equipment financed. A
facility fee of $15,000 is payable on October 1, 1999 only if the Company does
not borrow at least half of the loan amount prior to expiration. There were no
borrowings under this Agreement at March 28, 1999 and March 29, 1998.
LONG-TERM DEBT
<TABLE>
<CAPTION>
MARCH 28, MARCH 29,
1999 1998
-------- --------
(in thousands)
<S> <C> <C>
Long-term debt consisted of the following:
Equipment Term Note (a)................................. $ 689 $2,344
Industrial Revenue Bond (b)............................. 334 444
CDBG Grant (c).......................................... 602 713
------ ------
1,625 3,501
Less - current maturities............................... 912 1,876
------ ------
$ 713 $1,625
====== ======
</TABLE>
a. The equipment term note is at LIBOR (4.963% at March 28, 1999 and 5.672% at
March 29, 1998) plus 1.5% and 2.5%, respectively. This note is
collateralized by the assets of the Company, excluding real property, not
otherwise collateralized. Principal payments of approximately $138,000 plus
interest are due monthly until August 1999.
b. An industrial revenue bond is held by the Farmers and Mechanics National
Bank. The interest rate on this bond is prime (7.75% and 8.5% at March 28,
1999 and March 29, 1998) and quarterly principal payments of approximately
$28,000 are due until March 2002. The bond is secured by various property,
plant and equipment with a net book value of $2.1 million at March 28,
1999.
c. The Company obtained a ten year $960,000 loan from the State of Maryland
under the Community Development Block Grant program. Quarterly payments are
due through December 2003 and represent principal plus interest at 5% of
the unamortized balance.
32
<PAGE> 33
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 3 BORROWING ARRANGEMENTS AND COMMITMENTS (CONTINUED)
Aggregate annual maturities of long-term debt are as follows:
<TABLE>
<CAPTION>
FISCAL YEAR
- -----------
(in thousands)
<S> <C>
2001............................................................... $234
2002............................................................... 240
2003............................................................... 135
2004............................................................... 104
----
$713
====
</TABLE>
Cash payments for interest were $253,000, $492,000 and $470,000, in fiscal 1999,
1998 and 1997, respectively.
The bond, lines of credit and term loan agreements include various covenants
that require maintenance of certain financial ratios and balances and restrict
creation of funded debt and payment of dividends.
NOTE 4 REPOSITIONING CHARGE
During fiscal 1997, the Company successfully completed the resizing of
Trans-Tech, Inc. (TTI), its Maryland subsidiary, which included the sale of
Trans-Tech Europe, its French ceramic manufacturing operation, and the closing
of the TTI California facility. The Company also completed the sale of the
digital radio product line. The above actions resulted in a repositioning charge
which was recorded in the fourth quarter of fiscal 1997. The charge included the
following items:
<TABLE>
(in thousands)
<S> <C>
Employee severance at TTI.......................................... $ 493
Lease commitments on unoccupied facilities at TTI.................. 512
Write-off of excess equipment at TTI............................... 263
Net loss on divestitures........................................... 806
------
Total repositioning charge................................... $2,074
======
</TABLE>
The severance charges were related to a reduction in force of 47 employees,
largely among support personnel, and were completed in the fourth quarter of
fiscal 1997.
The cash payments relating to the repositioning charge totaled approximately
$1.4 million. Cash payments totaling $1.1 million and $308,000 were made during
fiscal 1998 and 1997, respectively.
During fiscal 1997, the Company also recorded in cost of sales a $2.6 million
write-down of inventory resulting from shifts in demand away from ceramic
products.
33
<PAGE> 34
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 INCOME TAXES
Income (loss) before income taxes consisted of:
<TABLE>
<CAPTION>
YEARS ENDED
-----------------------------------
MARCH 28, MARCH 29, MARCH 30,
1999 1998 1997
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Domestic....................................... $19,443 $11,027 $(13,520)
Foreign........................................ 782 420 (2,052)
------- ------- --------
Total.......................................... $20,225 $11,447 $(15,572)
======= ======= ========
The income tax provision (benefit) consisted of the following:
<CAPTION>
FISCAL 1999 CURRENT DEFERRED TOTAL
- ----------- ------- -------- -----
(in thousands)
<S> <C> <C> <C>
Federal........................................ $ 447 $(2,530) $(2,083)
State.......................................... 670 (97) 573
Foreign........................................ 245 -- 245
------ ------- --------
Total.......................................... $1,362 $(2,627) $(1,265)
====== ======= =======
<CAPTION>
FISCAL 1998 CURRENT DEFERRED TOTAL
- ----------- ------- -------- -----
(in thousands)
<S> <C> <C> <C>
Federal........................................ $ 221 $ -- $ 221
State.......................................... 683 -- 683
Foreign........................................ 241 -- 241
------ ------- -------
Total.......................................... $1,145 $ -- $ 1,145
====== ======= =======
<CAPTION>
FISCAL 1997 CURRENT DEFERRED TOTAL
- ----------- ------- -------- -----
(in thousands)
<S> <C> <C> <C>
Federal........................................ $ -- $ -- $ --
State.......................................... (119) -- (119)
Foreign........................................ 119 -- 119
------ ------- -------
Total.......................................... $ -- $ -- $ --
====== ======= =======
</TABLE>
34
<PAGE> 35
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 INCOME TAXES (CONTINUED)
Income tax expense (benefit) for income taxes is different from that which would
be obtained by applying the statutory federal income tax rates of 35% to pretax
income in 1999 and 34% in 1998 and 1997 as a result of the following:
<TABLE>
<CAPTION>
YEARS ENDED
----------------------------------
MARCH 28, MARCH 29, MARCH 30,
1999 1998 1997
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Tax expense (benefit) at U.S. statutory rate............ $ 7,079 $ 3,892 $(5,294)
Alternative minimum tax................................. -- 221 --
Foreign tax rate difference............................. (29) -- --
State income taxes, net of federal benefit.............. 372 451 79
Change in valuation allowance........................... (9,298) (3,375) 5,189
Other, net.............................................. 611 (44) 26
-------- ------- -------
Total................................................... $ (1,265) $ 1,145 $ --
======== ======= =======
</TABLE>
The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities are as follows:
<TABLE>
<CAPTION>
MARCH 28, MARCH 29,
1999 1998
-------- --------
(in thousands)
<S> <C> <C>
Deferred tax assets:
Accounts receivable due to bad debts............................... $ 242 $ 235
Inventories due to reserves and inventory capitalization........... 1,377 1,238
Accrued liabilities................................................ 892 2,494
Deferred compensation.............................................. 670 140
Other.............................................................. -- 24
Net operating loss carryforward.................................... 3,687 8,723
Charitable contribution carryforward............................... -- 30
Minimum tax credit and state tax credit carryforwards.............. 1,007 1,045
------- -------
Total gross deferred tax assets.................................. 7,875 13,929
Less valuation allowance......................................... (830) (10,128)
------- -------
Net deferred tax assets.......................................... 7,045 3,801
------- -------
Deferred tax liabilities:
Property, plant and equipment due to depreciation.................. (3,715) (3,801)
------- -------
Total gross deferred tax liability............................... (3,715) (3,801)
------- -------
Net deferred tax assets.......................................... $ 3,330 $ --
======= =======
</TABLE>
35
<PAGE> 36
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 INCOME TAXES (CONTINUED)
Deferred income taxes are presented in the accompanying consolidated balance
sheets as follows:
<TABLE>
<CAPTION>
MARCH 28, MARCH 29,
1999 1998
-------- --------
(in thousands)
<S> <C> <C>
Current deferred tax assets............................... $6,522 $ --
Non-current deferred tax liabilities...................... 3,192 --
------ ------
Net deferred tax assets............................... $3,330 $ --
====== ======
</TABLE>
The valuation allowance for deferred tax assets as of March 28, 1999 and March
29, 1998 was $830,000 and $10.1 million, respectively. The net change in the
total valuation allowance for the years ended March 28, 1999 and March 29, 1998
was a decrease of $9.3 million and $3.4 million, respectively. During fiscal
1999, we reduced the valuation allowance to reflect the deferred tax assets
utilized in fiscal 1999 to reduce the current income taxes and to recognize
additional net deferred tax asset. Management believes that the Company will
generate sufficient future taxable income to realize substantially all of the
deferred tax asset prior to expiration of any net operating loss carryforwards.
As of March 28, 1999, the Company has available for income tax purposes
approximately $10.5 million in federal net operating loss carryforwards which
are available to offset future taxable income. These loss carryforwards, if not
utilized, begin to expire in fiscal year 2004. Should the Company undergo an
ownership change as defined in Section 382 of the Internal Revenue Code, the
Company's tax net operating loss carryforwards generated prior to the ownership
change will be subject to an annual limitation which could reduce or defer the
utilization of these losses. The Company also has minimum tax credit
carryforwards of approximately $546,000 which are available to reduce future
federal regular income taxes, if any, over an indefinite period. In addition,
the Company has state tax credit carryforwards of $461,000 which are available
to reduce state income taxes over an indefinite period.
Cash payments for income taxes were $915,000, $342,000 and $149,000 in fiscal
1999, 1998 and 1997, respectively.
The Company has not recognized a deferred tax liability of approximately
$502,000 for the undistributed earnings of its 100 percent owned foreign
subsidiaries that arose in 1999 and prior years because the Company currently
does not expect those unremitted earnings to reverse and become taxable to the
Company in the foreseeable future. A deferred tax liability will be recognized
when the Company expects that it will recover those undistributed earnings in a
taxable manner, such as through receipt of dividends or sale of the investments.
As of March 28, 1999, the undistributed earnings of these subsidiaries were
approximately $1.4 million.
NOTE 6 COMMON STOCK
COMMON STOCK SPLIT
On January 28, 1999, the Board of Directors declared a three-for-two split of
the Company's common stock, effected in the form of a stock dividend paid on
February 19, 1999 to shareholders of record as of February 8, 1999. All
agreements concerning stock options and other commitments payable in shares of
the Company's common stock provide for the issuance of additional shares due to
the declaration of the stock split. An amount equal to the par value of the
common shares issued plus cash paid in lieu of fractional shares was transferred
from additional paid-in capital to the common stock account. All share and per
share data in these consolidated financial statements and related footnotes has
been restated to reflect the stock split on a retroactive basis for all periods
presented.
36
<PAGE> 37
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 COMMON STOCK (CONTINUED)
LONG-TERM INCENTIVE PLANS
The Company has long-term incentive plans adopted in 1986 and 1996 pursuant to
which stock options, with or without stock appreciation rights, may be granted
and restricted stock awards and book value awards may be made.
Common Stock Options
These options may be granted in the form of incentive stock options or
non-qualified stock options. The option price may vary at the discretion of
the Compensation Committee but shall not be less than the greater of fair
market value or par value. The option term may not exceed ten years. The
options may be exercised in cumulative annual increments commencing one
year after the date of grant. A total of 4,200,000 shares are authorized
for grant under the Company's long-term incentive plans. The number of
common shares reserved for granting of future awards is 840,409, 113,325
and 492,750, at March 28, 1999, March 29, 1998 and March 30, 1997,
respectively.
Restricted Stock Awards
For fiscal 1999, a total of 6,066 restricted shares of the Company's common
stock were granted to certain employees. The market value of these shares
was $61,000 and the vesting period was one year. This amount was recorded
as unearned compensation - restricted stock and is shown as a separate
component of stockholders' equity. Unearned compensation is being amortized
to expense over the vesting period and such expense amounted to $90,000,
$31,000, and $35,000 in fiscal 1999, 1998 and 1997, respectively. No
restricted shares of the Company's common stock were issued during fiscal
1998 or 1997.
LONG-TERM COMPENSATION PLAN
On October 1, 1990, the Company adopted a Supplemental Executive Retirement Plan
(SERP) for certain key executives. Benefits payable under this plan are based
upon the participant's base pay at retirement reduced by proceeds from the
exercise of certain stock options. Options vest over a five-year period.
Benefits earned under the SERP are fully vested at age 55; however, the benefit
is ratably reduced if the participant retires prior to age 65. Compensation
expense related to the plan was $27,000, $127,000 and $106,000 in fiscal 1999,
1998 and 1997, respectively. Total benefits accrued under these plans were
$335,000 at March 28, 1999 and $308,000 at March 29, 1998.
37
<PAGE> 38
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 COMMON STOCK (CONTINUED)
A summary of stock option and restricted stock award transactions follows:
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
EXERCISE PRICE OF
SHARES SHARES UNDER PLAN
------ -----------------
<S> <C> <C>
Balance outstanding at March 31, 1996 ............... 1,259,081 $2.92
---------
Granted ......................................... 897,750 5.57
Exercised ....................................... (259,125) 1.82
Restricted ...................................... (34,746) --
Cancelled ....................................... (279,755) 5.74
---------
Balance outstanding at March 30, 1997 ............... 1,583,205 4.14
---------
Granted ......................................... 390,000 7.58
Exercised ....................................... (518,991) 2.30
Restricted ...................................... (17,499) --
Cancelled ....................................... (43,549) 6.11
---------
Balance outstanding at March 29, 1998 ............... 1,393,166 5.65
---------
Granted ......................................... 488,066 8.06
Exercised ....................................... (179,455) 5.06
Restricted ...................................... (16,004) --
Cancelled ....................................... (42,750) 6.52
---------
Balance outstanding at March 28, 1999 ............... 1,643,023 $6.46
=========
</TABLE>
The fair value of each option grant was estimated on the grant date using the
Black Scholes Option Pricing Model with the following weighted average
assumptions:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Expected volatility.................................. 85% 71% 85%
Risk free interest rate.............................. 5% 6% 7%
Dividend yield....................................... -- -- --
Expected option life (years)......................... 4.0 4.4 9.95
Options exercisable at the end of each fiscal year:
<CAPTION>
WEIGHTED AVERAGE
SHARES EXERCISE PRICE
------ ----------------
<C> <C> <C>
1999................................................ 413,960 $4.80
1998................................................ 344,033 $3.95
1997................................................ 634,404 $2.17
</TABLE>
38
<PAGE> 39
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 COMMON STOCK (CONTINUED)
Weighted average fair value of options granted during the year:
<TABLE>
<CAPTION>
WEIGHTED-AVERAGE
EXERCISE PRICE
----------------
<C> <C>
1999.......................................................... $8.06
1998.......................................................... $7.58
1997.......................................................... $5.57
</TABLE>
The following table summarizes information concerning currently outstanding and
exercisable options as of March 28, 1999:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
REMAINING AVERAGE WEIGHTED
RANGE OF EXERCISE NUMBER CONTRACTUAL OUTSTANDING OPTIONS AVERAGE
PRICES OUTSTANDING LIFE (YEARS) OPTION PRICE EXERCISABLE EXERCISE PRICE
- ----------------- ----------- ----------- ------------ ----------- --------------
<C> <C> <C> <C> <C> <C>
$ 1.58 - $ 5.00 482,523 6.63 $ 3.97 224,023 $ 3.11
$ 5.01 - $10.00 1,027,834 8.29 $ 7.13 177,637 $ 6.52
$10.01 - $15.00 113,100 8.94 $11.48 12,300 $10.68
$15.01 - $20.00 2,000 9.93 $17.38 -- --
$20.01 - $23.00 1,500 9.78 $23.00 -- --
Restricted 16,066 6.86 -- -- --
--------- -------
1,643,023 413,960
========= =======
</TABLE>
The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and related interpretations in accounting for its
stock option and employee stock purchase plans, accordingly, no compensation
expense has been recognized in the consolidated financial statements for such
plans. Had compensation cost for the Company's stock option plans been
determined based upon the fair value at the grant date for awards under these
plans consistent with the methodology prescribed under SFAS No. 123, "Accounting
for Stock-based Compensation," the Company's net income (loss) would have been
as follows:
<TABLE>
<CAPTION>
YEARS ENDED
-----------------------------------
MARCH 28, MARCH 29, MARCH 30,
1999 1998 1997
-------- -------- --------
(in thousands)
<S> <C> <C> <C> <C>
Net income (loss)...................... As reported $21,490 $10, 302 $(15,572)
======= ======== ========
Pro forma $20,433 $ 9,650 $(15,921)
======= ======== ========
Net income (loss) per share............ As reported $ 1.31 $ 0.66 $ (1.05)
======= ======== ========
Pro forma $ 1.25 $ 0.61 $ (1.08)
======= ======== ========
</TABLE>
The effect of applying SFAS No. 123 as shown in the above pro forma disclosure
is not representative of the pro forma effect on net income in future years
because it does not take into consideration pro forma compensation expense
related to grants made prior to fiscal year 1996.
39
<PAGE> 40
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 COMMON STOCK (CONTINUED)
STOCK PURCHASE WARRANTS
In April 1994, the Company amended its line of credit agreement and issued
75,000 stock purchase warrants to Silicon Valley Bank. The warrants were
exercisable at $2.50 per share and were scheduled to expire on April 1, 1999.
During fiscal 1998, Silicon Valley Bank exercised the 75,000 stock purchase
warrants.
STOCK OPTION PLANS FOR NON-EMPLOYEE DIRECTORS
The Company has two stock option plans for non-employee directors -- the 1994
Non-Qualified Stock Option Plan and the 1997 Non Qualified Stock Option Plan.
Under the two plans, a total of 225,000 shares have been authorized for option
grants. The two plans have substantially similar terms and conditions and are
structured to provide options to non-employee directors as follows: a new
Director receives a total of 22,500 options upon becoming a member of the Board;
and continuing Directors receive 7,500 options after each Annual Meeting of
Shareholders. Under both of these plans the option price is the fair market
value at the time the option is granted. Options become exercisable 20% per year
beginning one year from the date of grant. During fiscal 1999 and 1998, 30,000
and 112,500 shares were granted at prices of $13.17 and $10.33, respectively. No
options were granted during fiscal 1997. At March 28, 1999 a total of 172,500
options have been granted under these two plans. During fiscal 1999, 22,500
options were exercised at a weighted average exercise price of $6.48. At March
28, 1999, 12,000 shares were exercisable.
STOCK PURCHASE PLAN
The Company maintains an employee stock purchase plan. Under the plan, eligible
employees may purchase common stock through payroll deductions of up to 10% of
compensation. The price per share is the lower of 85% of the market price at the
beginning or end of each six-month offering period. The plan provides for
purchases by employees of up to an aggregate of 450,000 shares through December
31, 2001. Shares of 25,753, 29,640 and 22,614 were purchased under this plan in
fiscal 1999, 1998 and 1997, respectively.
NOTE 7 EMPLOYMENT BENEFIT PLAN
The Company maintains a 401(k) plan covering substantially all of its employees.
All of the Company's employees who are at least 21 years old and have completed
six months of service (1,000 hours in a 12 month period) with the Company are
eligible to receive a Company contribution. Discretionary Company contributions
are determined by the Board of Directors and may be in the form of cash or the
Company's stock. The Company contributes a match of 100% of the first 1% and a
50% match on the next 4% of an employee's salary for employees with 5 years or
less of service. For employees with more than 5 years of service the Company
contributes a 100% match on the first 1% and a 75% match on the next 5% of an
employee's salary. For fiscal 1999, 1998 and 1997, the Company contributed
80,668, 92,621 and 166,434 shares, respectively, of the Company's common stock
valued at $960,000, $833,000 and $835,000 to the 401(k) plan.
40
<PAGE> 41
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8 COMMITMENTS AND CONTINGENCIES
The Company has various operating leases primarily for computer equipment and
buildings. Rent expense amounted to $1.3 million, $1.8 million and $1.9 million
in fiscal 1999, 1998 and 1997, respectively. Purchase options may be exercised
at various times for some of these leases. Future minimum payments under these
leases are as follows:
<TABLE>
<CAPTION>
FISCAL YEAR (IN THOUSANDS)
<C> <C>
2000 ............................................................ $ 698
2001 ............................................................ 535
2002 ............................................................ 377
2003 ............................................................ 306
Thereafter........................................................ --
------
$1,916
======
</TABLE>
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.
The Company is party to suits and claims arising in the normal course of
business. Management believes these are adequately provided for or will result
in no significant additional liability to the Company.
NOTE 9 RELATED PARTY TRANSACTIONS
The Company has had transactions in the normal course of business with various
related parties. Scientific Components Corporation, currently a beneficial owner
of the Company's common stock purchased approximately $7.4 million, $8.9 million
and $5.1 million of products during fiscal 1999, 1998 and 1997, respectively. In
addition, a Director of the Company is also a former Director of Scientific
Atlanta, Inc. During fiscal 1999, 1998 and 1997, Scientific Atlanta, Inc.
purchased approximately $673,000, $471,000 and $1.0 million of product,
respectively.
NOTE 10 SEGMENT INFORMATION
The Company is engaged in the design and manufacture of discrete semiconductors,
integrated circuits and electrical ceramic components for a wide range of
applications in the wireless communications industry.
The Company has adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information." SFAS No. 131 establishes standards for the
way public business enterprises report information about operating segments in
annual financial statements and in interim reports to shareholders. The method
for determining what information to report is based on the way that management
organizes the segments within the Company for making operating decisions and
assessing financial performance. In evaluating financial performance, management
uses sales and operating profit as the measure of the segments' profit or loss.
41
<PAGE> 42
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 10 SEGMENT INFORMATION (CONTINUED)
The Company is organized into three reportable segments as follows:
Wireless Semiconductor Products:
The Wireless Semiconductor segment designs and manufactures gallium
arsenide integrated circuits and other discrete semiconductors to the
global market for wireless telephone handsets, wireless data and other
applications.
Application Specific Products:
The Application Specific segment designs and manufactures a broad range of
gallium arsenide and silicon devices and components to satellite,
instrumentation, defense and other communications markets.
Ceramic Products:
The Ceramics segment designs and manufactures technical ceramic and
magnetic products for wireless telephony infrastructure and other wireless
markets.
The table below presents selected financial data by business segment for fiscal
1999 and 1998. It is not practicable to present information for fiscal 1997 as
the Company was not segmented in this manner at that time. The accounting
policies of the segments are the same as those described in the "Summary of
Significant Accounting Policies."
<TABLE>
<CAPTION>
YEARS ENDED
------------------------
MARCH 28, MARCH 29,
1999 1998
-------- --------
(in thousands)
<S> <C> <C>
SALES
Wireless Semiconductor Products..................... $ 65,822 $ 52,612
Application Specific Products....................... 34,977 37,118
Ceramic Products.................................... 25,540 27,151
-------- --------
$126,339 $116,881
======== ========
OPERATING INCOME
Wireless Semiconductor Products..................... $ 7,435 $ 2,799
Application Specific Products....................... 10,241 7,210
Ceramic Products.................................... 1,879 1,679
-------- --------
$ 19,555 $ 11,688
======== ========
<CAPTION>
MARCH 28, MARCH 29,
1999 1998
-------- --------
<S> <C> <C>
NET LONG-LIVED ASSETS (in thousands)
Wireless Semiconductor Products..................... $ 27,646 $ 18,712
Application Specific Products....................... 3,657 3,357
Ceramic Products.................................... 11,128 10,497
Corporate........................................... 66 98
-------- --------
$ 42,497 $ 32,664
======== =======
TOTAL ASSETS
Wireless Semiconductor Products..................... $ 41,508 $ 29,596
Application Specific Products....................... 10,751 11,327
Ceramic Products.................................... 20,119 16,685
Corporate........................................... 34,303 19,321
-------- --------
$106,681 $ 76,929
======== ========
</TABLE>
42
<PAGE> 43
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 10 SEGMENT INFORMATION (CONTINUED)
Customer Concentration:
During fiscal year 1999, 1998 and 1997, one customer accounted for 28%, 25%
and 11% respectively of the Company's total sales. For fiscal 1999 sales to
its two largest customers and their suppliers represented approximately 40%
of the Company's total sales. In fiscal 1998 and 1997 sales to these OEMs
and their suppliers represented approximately 37% and 21% of the Company's
total sales, respectively. In fiscal 1999, sales to the Company's 15
largest customers accounted for 64% of total sales. In fiscal 1998 and
1997, sales to these customers accounted for 63% and 44% respectively.
Geographic Information:
Sales include export sales primarily to Europe and to a lesser extent Asia
of $53.7 million, $39.2 million and $26.7 million, in fiscal 1999, 1998 and
1997, respectively. During fiscal 1999, 1998 and 1997, the Company operated
a sales subsidiary in the United Kingdom. At the end of fiscal 1997, the
Company sold its ceramic manufacturing operation in France. The following
table shows certain financial information relating to the Company's
operations in various geographic areas:
<TABLE>
<CAPTION>
YEARS ENDED
----------------------------------
MARCH 28, MARCH 29, MARCH 30,
1999 1998 1997
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Sales
United States
Customers ........................... $118,460 $110,108 $ 76,004
Intercompany ........................ 6,497 5,665 6,472
Europe
Customers ........................... 7,879 6,773 9,249
Eliminations .......................... (6,497) (5,665) (6,472)
-------- -------- --------
Net sales ................................ $126,339 $116,881 $ 85,253
======== ======== ========
Income (loss) before taxes
United States .......................... $ 19,443 $ 11,027 $(13,520)
Europe ................................. 782 420 (2,052)
-------- -------- --------
Income (loss) before taxes ............... $ 20,225 $ 11,447 $(15,572)
======== ======== ========
Assets
United States .......................... $101,212 $ 72,165 $ 61,547
Europe ................................. 5,469 4,764 3,706
-------- -------- --------
Total assets ............................. $106,681 $ 76,929 $ 65,253
======== ======== ========
</TABLE>
Substantially all of the Company's long-lived assets are located in the United
States. Transfers between geographic areas are made at terms that allow for a
reasonable profit to the seller.
43
<PAGE> 44
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 11 SUBSEQUENT EVENTS (UNAUDITED)
On April 27, 1999, the Board of Directors approved a plan to reserve up to
675,000 shares of common stock for future grants of stock options to employees.
Directors and officers are not eligible to participate in this plan.
In June 1999, we successfully completed a public offering which raised $109.4
million, net of expenses, on the sale of 3,314,350 shares of common stock.
44
<PAGE> 45
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Alpha Industries, Inc.:
We have audited the consolidated financial statements of Alpha Industries, Inc.
and subsidiaries as listed in the accompanying index under Item 8. In connection
with our audits of the consolidated financial statements, we have also audited
the financial statement schedule as listed in the accompanying index under Item
14. These consolidated financial statements and financial statement schedule are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Alpha Industries,
Inc. and subsidiaries at March 28, 1999 and March 29, 1998, and the results of
their operations and their cash flows for each of the years in the three-year
period ended March 28, 1999 in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.
/s/ KPMG LLP
- ----------------------
KPMG LLP
Boston, Massachusetts
April 30, 1999
45
<PAGE> 46
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See the section entitled "Election of Directors" appearing in the Company's
Proxy Statement for the Annual Meeting of Stockholders to be held on September
13, 1999, to be filed within 120 days of the end of the Company's fiscal year,
which section is incorporated herein by reference, and the section entitled
"Executive Officers" under Item 1 of this Annual Report on Form 10-K.
ITEM 11 EXECUTIVE COMPENSATION
See the section entitled "Executive Compensation" appearing in the Company's
Proxy Statement for the Annual Meeting of Stockholders to be held on September
13, 1999, which section is incorporated herein by reference.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See the section entitled "Securities Beneficially Owned by Certain Persons"
appearing in the Company's Proxy Statement for the Annual Meeting of
Stockholders to be held on September 13, 1999, which section is incorporated
herein by reference.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See the section entitled "Certain Relationships and Related Transactions"
appearing in the Company's Proxy Statement for the Annual Meeting of
Stockholders to be held on September 13, 1999, which section is incorporated
herein by reference.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Index to Financial Statements
The financial statements filed as part of this report are listed on
the index appearing on page 23.
2. Index to Financial Statement Schedules
The following financial statement schedule is filed as part of this
report (page references are to this report):
Schedule II Valuation and Qualifying Accounts (page 50)
Other schedules are omitted because of the absence of conditions under
which they are required or because the required information is
presented in the financial statements or notes thereto.
46
<PAGE> 47
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
3. 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) Loan and Security Agreement dated December 15, 1993 between
Trans-Tech, Inc., and County Commissioners of Frederick County
(Filed as Exhibit 4(h) to the Quarterly Report on Form 10-Q for
the quarter ended July 3, 1994)*.
(d) Amended and restated Credit Agreement dated October 1, 1997
between Alpha Industries, Inc., and Trans-Tech Inc. and Fleet
Bank of Massachusetts and Silicon Valley Bank (Filed as Exhibit
4(f) to the Quarterly Report on Form 10-Q for the quarter ended
December 28, 1997)*; and as amended by First Amendment dated
September 30, 1998.
(10) Material Contracts.
(a) Alpha Industries, Inc., 1986 Long-Term Incentive Plan as amended
(Filed as Exhibit 10(a) to the Quarterly Report on Form 10-Q for
the quarter ended October 2, 1994)*. (1)
(b) Alpha Industries, Inc., Employee Stock Purchase Plan as amended
October 22, 1992 (Filed as Exhibit 10(b) to the Annual Report on
Form 10-K for the fiscal year ended March 28, 1993)* and amended
August 22, 1995 (Filed as Exhibit 10(b) to the Annual Report on
Form 10-K for the fiscal year ended March 31, 1996)*. (1)
(c) SERP Trust Agreement between the Registrant and the First
National Bank of Boston as Trustee dated April 8, 1991 (Filed as
Exhibit 10(c) to the Annual Report on Form 10-K for the fiscal
year ended March 31, 1991)*. (1)
(d) Alpha Industries, Inc., Long-Term Compensation Plan dated
September 24, 1990 (Filed as Exhibit 10(i) to the Annual Report
on Form 10-K for the fiscal year ended March 29, 1992)*; amended
March 28, 1991 (Filed as Exhibit 10 (a) to the Quarterly Report
on Form 10-Q for the quarter ended June 27, 1993)* and as further
amended October 27, 1994 (Filed as Exhibit 10(f) to the Annual
Report on Form 10-K for the fiscal year ended April 2, 1995)*.
(1)
(e) Severance Agreement dated January 13, 1997 between the Registrant
and Thomas C. Leonard (Filed as Exhibit 10(f) to the Annual
Report on Form 10-K for the fiscal year ended March 30, 1997)*.
(1)
(f) Severance Agreement dated May 20, 1997 between the Registrant and
David J. Aldrich (Filed as Exhibit 10(g) to the Annual Report on
Form 10-K for the fiscal year ended March 30, 1997)*. (1)
(g) Severance Agreement dated January 14, 1997 between the Registrant
and Richard Langman (Filed as Exhibit 10(h) to the Annual Report
on Form 10-K for the fiscal year ended March 30, 1997)*. (1)
47
<PAGE> 48
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
(h) Consulting Agreement dated August 13, 1992 between the Registrant
and Sidney Topol (Filed as Exhibit 10(p) to the Annual Report on
Form 10-K for the fiscal year ended April 3, 1994)*.(1)
(i) 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)*.
(j) 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)
(k) 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)
(l) 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)*.
(m) Severance Agreement dated September 4, 1998 between the
Registrant and Paul E. Vincent (Filed as Exhibit 10(n) to the
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 27, 1998)*. (1)
(n) Change in Control Agreement between the Registrant and James C.
Nemiah dated September 25, 1998 (Filed as Exhibit 10(o) to the
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 27, 1998)*. (1)
(o) Severance Agreement dated December 11, 1998 between the
Registrant and Jean-Pierre Gillard (Filed as Exhibit 10(r) to the
Quarterly Report on Form 10-Q for the fiscal quarter ended
December 27, 1998)*. (1)
(p) 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)*.
(q) Alpha Industries, Inc., 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors. (Filed as Exhibit 10 (r) to the Annual
Report on Form 10-K for the fiscal year ended March 29,
1998)*.(1)
(r) Alpha Industries, Inc. 1996 Long-Term Incentive Plan (Filed as
Exhibit 99 to Registration Statement on Form S-8 filed January
22, 1999)*.(1)
(11) Statement re computation of per share earnings. See Note 1 to the
Consolidated Financial Statements.
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Auditors.
(27) Financial Data Schedules.
(b) Reports on Form 8-K
No reports on Form 8-K were filed with the Securities and
Exchange Commission during the fiscal quarter ended March 28,
1999.
- ----------
* 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.
(1) Management Contracts.
48
<PAGE> 49
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ALPHA INDUSTRIES, INC.
(REGISTRANT)
BY: /s/ THOMAS C. LEONARD
------------------------------
THOMAS C. LEONARD, PRESIDENT
Date: June 21, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on June 21, 1999.
Signature and Title
-------------------
/s/ GEORGE S. KARIOTIS
- ----------------------------------
George S. Kariotis
Chairman of the Board
/s/ THOMAS C. LEONARD
- ----------------------------------
Thomas C. Leonard
Chief Executive Officer
President and Director
/s/ PAUL E. VINCENT
- ----------------------------------
Paul E. Vincent
Chief Financial Officer
Principal Financial Officer
Principal Accounting Officer
/S/ TIMOTHY R. FUREY
- ----------------------------------
Timothy R. Furey
Director
/s/ JAMES W. HENDERSON
- ----------------------------------
James W. Henderson
Director
/s/ ARTHUR PAPPAS
- ----------------------------------
Arthur Pappas
Director
/s/ SIDNEY TOPOL
- ----------------------------------
Sidney Topol
Director
49
<PAGE> 50
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
<TABLE>
<CAPTION>
CHARGED
BALANCE AT TO COSTS BALANCE AT
BEGINNING AND END OF
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS YEAR
- ----------- ---------- -------- --------- ----------
<S> <C> <C> <C> <C>
Year Ended March 28, 1999
Allowance for doubtful accounts................... $634 $295 $188 $741
Allowance for estimated losses on contracts....... $ 36 $ -- $ 36 $ --
Year Ended March 29, 1998
Allowance for doubtful accounts................... $521 $257 $144 $634
Allowance for estimated losses on contracts....... $ 3 $ 33 $ -- $ 36
Year Ended March 30, 1997
Allowance for doubtful accounts................... $634 $206 $319 $521
Allowance for estimated losses on contracts....... $ 24 $ -- $ 21 $ 3
</TABLE>
50
<PAGE> 1
Exhibit 4(d)
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
among
FLEET NATIONAL BANK, as lender and agent
SILICON VALLEY BANK, as lender
ALPHA INDUSTRIES, INC., as co-borrower
and
TRANS-TECH, INC., as co-borrower
------------------------------
Dated as of September 30, 1998
------------------------------
Dennis J. White, Esq.
Donald P. Board, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
<PAGE> 2
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of September 30, 1998
Alpha Industries, Inc.
20 Sylvan Road
Woburn, MA 01801
Trans-Tech, Inc.
5520 Adamstown Road
Adamstown, MD
Re: First Amendment to Amended and Restated Credit Agreement dated as of
October 1, 1997 (the "Credit Agreement" by and among Alpha Industries,
Inc. ("Alpha"), Trans-Tech, Inc. ("Trans-Tech"), Silicon Valley Bank
("SVB"), Fleet National Bank ("Fleet") and Fleet as the agent (the
"Agent").
Ladies and Gentlemen:
The purpose of this letter is to evidence the agreement between Alpha and
Trans-Tech (each a "Borrower" and, together, the "Borrowers" or "you"), SVB and
Fleet (each a "Bank" and, together, the "Banks") and the Agent that, effective
on the Effective Date (as defined below), the above-referenced Amended and
Restated Credit Agreement (together with the schedules thereto, the "Credit
Agreement") is amended as set forth on ANNEX I hereto (which is incorporated in
this letter amendment by reference). Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Credit Agreement.
This letter amendment (the "Amendment") shall become effective as of
October 1, 1998 (the "Effective Date"), provided that Fleet, on behalf of the
Banks, shall have received the following on or before September 30, 1998; and
provided further, however, that in no event shall this Amendment become
effective until signed by an officer of SVB in California:
(i) three copies of this letter, duly executed by each of you,
with the attached consent of Alpha Securities Corp. (the "Guarantor"), duly
executed thereby;
(ii) the amended and restated promissory note in the form
enclosed herewith (the "Amended and Restated Equipment Line of Credit
Note", duly executed by each of you; and
(iii) duly executed officer's certificates of each Borrower in
form and substance satisfactory to the Banks.
By your signatures below, you are hereby representing that your
representations set forth in the Loan Documents (including those contained in
the Credit Agreement, as amended hereby) are true and correct as of the date
hereof as if made on and as of the date hereof. Finally, each of you and the
Guarantor agrees that as of this date, neither you nor it has any defenses
against your or its obligations to pay any amounts due under the Credit
Agreement and the other Loan Documents.
<PAGE> 3
Upon the effectiveness hereof, each occurrence in each Security Instrument
or other Loan Document of "the Credit Agreement", "thereunder", "thereof",
"therein", or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as amended hereby. Except as
specifically set forth above, the Credit Agreement shall remain in full force
and effect and is hereby ratified and confirmed. Each of the other Loan
Documents is in full force and effect and is hereby ratified and confirmed. The
amendments set forth above (a) do not constitute a waiver or modification of any
term, condition or covenant of the Credit Agreement or any other Loan Document,
other than as expressly set forth herein, and (b) shall-not prejudice any rights
which the Banks may now or hereafter have under or in connection with the Credit
Agreement, as modified hereby, or the other Loan Documents.
You agree to pay on demand all costs and expenses of the Banks and the
Agent in connection with the preparation, reproduction, execution and delivery
of this letter amendment and the other instruments and documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of Sullivan & Worcester LLP, special counsel for the Banks with respect
thereto.
This letter amendment may be signed in one or more counterparts each of
which shall constitute an original and all of which, taken together, shall
constitute one and the same instrument.
THIS LETTER AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
[remainder of page blank]
<PAGE> 4
If you are in agreement with the foregoing, please sign and return the
enclosed copy of this letter amendment no later than September 28, 1998.
Sincerely,
FLEET NATIONAL BANK, as Agent and as a Bank
hereunder
By:
------------------------------------------
Name
Title
SILICON VALLEY EAST, a Division of Silicon Valley
Bank, as a Bank hereunder
By:
------------------------------------------
Name
Title
SILICON VALLEY BANK, as a Bank hereunder
By:
------------------------------------------
Name
Title
(signed by an officer of the Bank in California)
The undersigned have reviewed and accept
and agree to the terms of the foregoing
(including the attached Annex I) as of the
date first set forth above:
ALPHA INDUSTRIES, INC.
By:
Name:
Title:
TRANS-TECH, INC.
By:
Name:
Title:
<PAGE> 5
ANNEX I TO LETTER AMENDMENT
Effective as of the Effective Date and subject to the conditions set forth
in the foregoing letter amendment, the Credit Agreement is hereby amended as
follows:
1. The date "September 30, 1998" appearing in Section 2A.1 as the 1997
Equipment Line Commitment Expiration Date is deleted and the date "September 30,
1999" is substituted in lieu thereof.
2. The date "April 1, 1997" appearing in Section 2A.3 is deleted and the
date "April 1, 1998" is substituted in lieu thereof.
3. The date "September 30, 2002" appearing in Section 2A.5 as the 1997
Equipment Line Maturity Date is deleted and the date "September 30, 2003" is
substituted in lieu thereof.
4. The form of 1997 Equipment Line of Credit Note appearing as Exhibit
A-3 to the Credit Agreement is deleted and there is substituted in lieu thereof
the form of Amended and Restated 1997 Equipment Line Note attached hereto as
EXHIBIT A.
5. Section 5.8 is amended by inserting the following as the second
sentence thereof:
"In addition, if the Borrowers fail to borrow at least $3,750,000 in
the form of 1997 Equipment Line of Credit Loans on or before the 1997
Equipment Line Commitment Expiration Date, the Borrowers will pay to
Fleet, no later than October 1, 1999, a non-refundable Facility Fee in
the amount of $15,000."
6. Section 8.7 is amended and restated in its entirety as follows:
"8.7 RESTRICTED PAYMENTS. The Borrowers will not, and will not permit
any of their Subsidiaries to, declare or make any Restricted Payment;
PROVIDED HOWEVER, Alpha may (A) make cash expenditures in an aggregate
amount of up to $100,000 in any fiscal year in order to redeem shares of
capital stock of Alpha distributed under the Borrowers' employee benefits
plans and (B) make cash expenditures, pursuant to a written stock buy-back
program approved by its Board of Directors and delivered to the Agent, in
an aggregate amount of up to $7,500,000 in any fiscal year to effect
open-market purchases of Alpha's publicly traded stock."
7. The figure "$15,000,000" appearing in Section 8.14 relating to capital
expenditures is deleted and the figure "$25,000,000" is substituted in lieu
thereof.
8. The address for notice to Fleet set forth in Section 12.3 ("Fleet
Center, 75 State Street, Boston, Massachusetts 02106-2197, Attention: Irina V.
Case, Assistant Vice President") is deleted and the following is substituted in
lieu thereof: "One Federal Street, Boston, Massachusetts 02106, Attention: Irina
V. Case, Vice President".
[Remainder of page blank]
<PAGE> 6
CONSENT
The undersigned, as Guarantor under the Subsidiary Guaranty dated as of
September 29, 1995 (the "Guaranty") in favor of Silicon Valley Bank and Fleet
National Bank (successor to Fleet Bank of Massachusetts, N.A.), hereby consents
to the foregoing letter amendment and to the amendment and restatement of the
Equipment Line of Credit Note dated as of October 1, 1998 effected in connection
therewith and hereby confirms and agrees that the Guaranty is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects, except that, upon the effectiveness of, and on and after the date
of, said letter amendment, each occurrence in the Guaranty and in each other
Loan Document (as defined in the Credit Agreement) to which the undersigned is a
party, including, without limitation, the Security Agreement dated as of
September 29, 1995 to which the Guarantor is a party, of "the Credit Agreement",
"thereunder", "thereof", "therein", or words of like import referring to the
Credit Agreement shall mean and be a reference to the Credit Agreement, as
amended thereby, and that each reference, by whatever terms, in the aforesaid
Loan Documents to the Equipment Line of Credit Note shall mean and be a
reference to the Equipment Line of Credit Note as amended and restated in
connection therewith.
ALPHA SECURITIES CORP.
By:
---------------------------
Name:
Title:
<PAGE> 7
Exhibit A to
First Amendment to Credit Agreement
Exhibit A-3
AMENDED AND RESTATED
1997 EQUIPMENT LINE OF CREDIT NOTE
(1997 Equipment Line of Credit Loans)
$7,500,000 Woburn, Massachusetts
As of October 1, 1998
For value received, the undersigned, ALPHA INDUSTRIES, INC., a Delaware
corporation, and TRANS-TECH, INC., a Maryland corporation (each a "Borrower"
and, collectively, the "Borrowers"), jointly and severally promise to pay to
FLEET NATIONAL BANK (the "Bank"), at the office of the Bank located at One
Federal Street, Boston, Massachusetts 02106, or to its order the following:
(a) in the event that the Borrower gives the Bank notice in
accordance with Section 12.3 of the Credit Agreement referred to below
on or before March 31, 1999 that the Borrower wishes that the
amortization of this Note commence on April 1, 1999 (the "EARLY
AMORTIZATION NOTICE"), then the lesser of (i) Seven Million Five
Hundred Thousand Dollars ($7,500,000) or (ii) the outstanding
principal amount hereunder as of the opening of business by the Bank
on March 31, 1999 (the "TRANCHE A AMOUNT") in forty-eight (48)
consecutive equal monthly installments payable on the first day of
each month, commencing April 1, 1999 and ending March 1, 2003 (the
"TRANCHE A MATURITY DATE") and
(b) the lesser of (i) Seven Million Five Hundred Thousand
Dollars ($7,500,000), or (ii) the outstanding principal amount
hereunder as of the opening of business by the Bank on September 30,
1999, and, if an Early Amortization Notice has been given pursuant to
subparagraph (a) above, LESS the then outstanding principal balance of
the Tranche A Amount, in forty-eight (48) consecutive equal monthly
installments payable on the first day of each month, commencing
October 1, 1999 and ending on September 1, 2003 (the "TRANCHE B
MATURITY DATE").
but in no event more than Seven Million Five Hundred Thousand Dollars
($7,500,000), together with interest on the principal amount hereof from time to
time outstanding at a fluctuating rate per annum as set forth in the Credit
Agreement referred to below, payable monthly in arrears on first day of each
calendar month occurring after the date hereof and on the Maturity Date.
Computations of interest shall be made by the Bank on the basis of a year
of 360 days for the actual number of days occurring in the period for which such
interest is payable.
This note is the promissory note referred to Section 2A.2 of the credit
agreement between the Bank and the Borrowers dated as of September 29, 1995, as
amended and restated as of October 1, 1997 (together with all related schedules
and exhibits, as the same may be amended, modified or supplemented from time to
time, the "CREDIT AGREEMENT"), and is entitled to the benefits thereof and of
the other Loan Documents referred to therein, and is subject to optional and
mandatory prepayment as provided therein. Except for the capitalized terms
defined herein, the capitalized terms used in this Note shall have the
respective meanings set forth in the Credit Agreement. This note is secured
INTER ALIA by a Security Agreement dated
<PAGE> 8
of September 29, 1995 by each Borrower in favor of the Silicon Valley Bank as
Collateral Agent for the benefit of the Bank and the other Banks (as defined in
the Credit Agreement) as the same may be amended, modified or supplemented from
time to time.
Upon the occurrence of any Event of Default under, and as defined in, the
Credit Agreement, at the option of the Bank, the principal amount then
outstanding of and the accrued interest on the advances under this note and all
other amounts payable under this note shall become immediately due and payable,
without notice (including, without limitation, notice of intent to accelerate),
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Borrowers.
The Bank shall keep a record of the amount and the date of the making of
each advance pursuant to the Credit Agreement and each payment of principal with
respect thereto by maintaining a computerized record of such information and
printouts of such computerized record, which computerized record, and the
printouts thereof, shall constitute PRIMA FACIE evidence of the accuracy of the
information so endorsed.
If the entire amount of any required payment of principal and/or interest
is not paid within ten (10) days after the same is due, the Borrowers shall pay
to the Bank a late fee equal to five percent (5%) of the required payment.
The undersigned agrees to pay all reasonable costs and expenses of the Bank
(including, without limitation, the reasonable fees and expenses of attorneys)
in connection with the enforcement of this note and the other Loan Documents and
the preservation of the Bank's and their respective rights hereunder and
thereunder.
No delay or omission on the part of the Bank in exercising any right
hereunder shall operate as a waiver of such right or of any other right of the
Bank, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. Each
Borrower and every endorser or guarantor of this note regardless of the time,
order or place of signing waives presentment, demand, protest and notices of
every kind and assents to any one or more extensions or postponements of the
time of payment or any other indulgences, to any substitutions, exchanges or
releases of collateral for this note, and to the additions or releases of any
other parties or persons primarily or secondarily liable.
EACH BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY NOW OR HEREAFTER
HAVE TO A JURY TRIAL IN ANY SUIT, ACTION OR PROCEEDING WHICH ARISES OUT OF OR BY
REASON OF THIS NOTE, ANY LOAN DOCUMENT (AS DEFINED IN THE CREDIT AGREEMENT), OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
BY ITS EXECUTION AND DELIVERY OF THIS NOTE, EACH BORROWER ACCEPTS FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN ANY ACTION, SUIT OR
PROCEEDING OF ANY KIND AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS NOTE,
ANY LOAN DOCUMENT (AS DEFINED IN THE CREDIT AGREEMENT), OR THE TRANSACTIONS
CONTEMPLATED HEREBY. IN ADDITION TO ANY OTHER COURT IN WHICH SUCH ACTION, SUIT
OR PROCEEDING MAY BE BROUGHT, IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL
JUDGMENT RENDERED BY ANY SUCH COURT IN ANY SUCH ACTION, SUIT OR PROCEEDING IN
WHICH IT SHALL HAVE BEEN SERVED WITH PROCESS IN THE MANNER HEREINAFTER PROVIDED,
SUBJECT TO EXERCISE AND EXHAUSTION OF ALL RIGHTS OF APPEAL AND TO THE EXTENT
THAT IT MAY LAWFULLY DO SO, WAIVES
<PAGE> 9
AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN SUCH
ACTION, SUIT OR PROCEEDING ANY CLAIMS THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF SUCH COURT, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM
ATTACHMENT OR EXECUTION, THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER, AND AGREES THAT
PROCESS MAY BE SERVED UPON IT IN ANY SUCH ACTION, SUIT OR PROCEEDING IN THE
MANNER PROVIDED BY CHAPTER 223A OF THE GENERAL LAWS OF MASSACHUSETTS, RULE 4 OF
THE MASSACHUSETTS RULES OF CIVIL PROCEDURE OR RULE 4 OF THE FEDERAL RULES OF
CIVIL PROCEDURE.
ALL RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS AND THIS NOTE SHALL BE DEEMED TO BE UNDER SEAL.
ALPHA INDUSTRIES, INC.
By:
-------------------------------------
Name:
Title:
TRANS-TECH, INC.
By:
-------------------------------------
Name:
Title:
<PAGE> 10
AMENDED AND RESTATED
1997 EQUIPMENT LINE OF CREDIT NOTE
(1997 Equipment Line of Credit Loans)
$7,500,000 Woburn, Massachusetts
As of October 1, 1998
For value received, the undersigned, ALPHA INDUSTRIES, INC., a Delaware
corporation, and TRANS-TECH, INC., a Maryland corporation (each a "Borrower"
and, collectively, the "Borrowers"), jointly and severally promise to pay to
FLEET NATIONAL BANK (the "Bank"), at the office of the Bank located at One
Federal Street, Boston, Massachusetts 02106, or to its order the following:
(a) in the event that the Borrower gives the Bank notice in
accordance with Section 12.3 of the Credit Agreement referred to below
on or before March 31, 1999 that the Borrower wishes that the
amortization of this Note commence on April 1, 1999 (the "EARLY
AMORTIZATION NOTICE"), then the lesser of (i) Seven Million Five
Hundred Thousand Dollars ($7,500,000) or (ii) the outstanding
principal amount hereunder as of the opening of business by the Bank
on March 31, 1999 (the "TRANCHE A AMOUNT") in forty-eight (48)
consecutive equal monthly installments payable on the first day of
each month, commencing April 1, 1999 and ending March 1, 2003 (the
"TRANCHE A MATURITY DATE") and
(b) the lesser of (i) Seven Million Five Hundred Thousand
Dollars ($7,500,000), or (ii) the outstanding principal amount
hereunder as of the opening of business by the Bank on September 30,
1999, and, if an Early Amortization Notice has been given pursuant to
subparagraph (a) above, LESS the then outstanding principal balance of
the Tranche A Amount, in forty-eight (48) consecutive equal monthly
installments payable on the first day of each month, commencing
October 1, 1999 and ending on September 1, 2003 (the "TRANCHE B
MATURITY DATE").
but in no event more than Seven Million Five Hundred Thousand Dollars
($7,500,000), together with interest on the principal amount hereof from time to
time outstanding at a fluctuating rate per annum as set forth in the Credit
Agreement referred to below, payable monthly in arrears on first day of each
calendar month occurring after the date hereof and on the Maturity Date.
Computations of interest shall be made by the Bank on the basis of a year
of 360 days for the actual number of days occurring in the period for which such
interest is payable.
This note is the promissory note referred to Section 2A.2 of the credit
agreement between the Bank and the Borrowers dated as of September 29, 1995, as
amended and restated as of October 1, 1997 (together with all related schedules
and exhibits, as the same may be amended, modified or supplemented from time to
time, the "CREDIT AGREEMENT"), and is entitled to the benefits thereof and of
the other Loan Documents referred to therein, and is subject to optional and
mandatory prepayment as provided therein. Except for the capitalized terms
defined herein, the capitalized terms used in this Note shall have the
respective meanings set forth in the Credit Agreement. This note is secured
INTER ALIA by a Security Agreement dated
<PAGE> 11
of September 29, 1995 by each Borrower in favor of the Silicon Valley Bank as
Collateral Agent for the benefit of the Bank and the other Banks (as defined in
the Credit Agreement) as the same may be amended, modified or supplemented from
time to time.
Upon the occurrence of any Event of Default under, and as defined in, the
Credit Agreement, at the option of the Bank, the principal amount then
outstanding of and the accrued interest on the advances under this note and all
other amounts payable under this note shall become immediately due and payable,
without notice (including, without limitation, notice of intent to accelerate),
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Borrowers.
The Bank shall keep a record of the amount and the date of the making of
each advance pursuant to the Credit Agreement and each payment of principal with
respect thereto by maintaining a computerized record of such information and
printouts of such computerized record, which computerized record, and the
printouts thereof, shall constitute PRIMA FACIE evidence of the accuracy of the
information so endorsed.
If the entire amount of any required payment of principal and/or interest
is not paid within ten (10) days after the same is due, the Borrowers shall pay
to the Bank a late fee equal to five percent (5%) of the required payment.
The undersigned agrees to pay all reasonable costs and expenses of the Bank
(including, without limitation, the reasonable fees and expenses of attorneys)
in connection with the enforcement of this note and the other Loan Documents and
the preservation of the Bank's and their respective rights hereunder and
thereunder.
No delay or omission on the part of the Bank in exercising any right
hereunder shall operate as a waiver of such right or of any other right of the
Bank, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. Each
Borrower and every endorser or guarantor of this note regardless of the time,
order or place of signing waives presentment, demand, protest and notices of
every kind and assents to any one or more extensions or postponements of the
time of payment or any other indulgences, to any substitutions, exchanges or
releases of collateral for this note, and to the additions or releases of any
other parties or persons primarily or secondarily liable.
EACH BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY NOW OR HEREAFTER
HAVE TO A JURY TRIAL IN ANY SUIT, ACTION OR PROCEEDING WHICH ARISES OUT OF OR BY
REASON OF THIS NOTE, ANY LOAN DOCUMENT (AS DEFINED IN THE CREDIT AGREEMENT), OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
BY ITS EXECUTION AND DELIVERY OF THIS NOTE, EACH BORROWER ACCEPTS FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN ANY ACTION, SUIT OR
PROCEEDING OF ANY KIND AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS NOTE,
ANY LOAN DOCUMENT (AS DEFINED IN THE CREDIT AGREEMENT), OR THE TRANSACTIONS
CONTEMPLATED HEREBY. IN ADDITION TO ANY OTHER COURT IN WHICH SUCH ACTION, SUIT
OR PROCEEDING MAY BE BROUGHT, IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL
JUDGMENT RENDERED BY ANY SUCH COURT IN ANY SUCH ACTION, SUIT OR PROCEEDING IN
WHICH IT SHALL HAVE BEEN SERVED WITH PROCESS IN THE MANNER HEREINAFTER PROVIDED,
SUBJECT TO EXERCISE AND EXHAUSTION OF ALL RIGHTS OF APPEAL AND TO THE EXTENT
THAT IT MAY LAWFULLY DO SO,
<PAGE> 12
WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN
SUCH ACTION, SUIT OR PROCEEDING ANY CLAIMS THAT IT IS NOT PERSONALLY SUBJECT TO
THE JURISDICTION OF SUCH COURT, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM
ATTACHMENT OR EXECUTION, THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER, AND AGREES THAT
PROCESS MAY BE SERVED UPON IT IN ANY SUCH ACTION, SUIT OR PROCEEDING IN THE
MANNER PROVIDED BY CHAPTER 223A OF THE GENERAL LAWS OF MASSACHUSETTS, RULE 4 OF
THE MASSACHUSETTS RULES OF CIVIL PROCEDURE OR RULE 4 OF THE FEDERAL RULES OF
CIVIL PROCEDURE.
ALL RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS AND THIS NOTE SHALL BE DEEMED TO BE UNDER SEAL.
ALPHA INDUSTRIES, INC.
By:
-------------------------------------
Name:
Title:
TRANS-TECH, INC.
By:
-------------------------------------
Name:
Title:
<PAGE> 13
ALPHA INDUSTRIES, INC.
OFFICER'S CERTIFICATE
<TABLE>
<CAPTION>
COMPANY: BENEFICIARIES OF CERTIFICATE:
<S> <C> <C>
Alpha Industries, Inc. Silicon Valley Bank Fleet National Bank
20 Sylvan Road 3003 Tasman Drive One Federal Street
Woburn, MA 01801 Santa Clara, CA 95054 Boston, Massachusetts 02106
</TABLE>
I, James C. Nemiah, hereby certify that I am the duly elected,
qualified and acting Secretary of Alpha Industries, Inc., a Delaware corporation
(the "Company"), and that the following person (a) is duly elected, qualified to
serve and acting as an officer of the Company in the capacities indicated
opposite such person's name and (b) is duly authorized to sign documents,
certificates, correspondence or instruments on behalf of the Company in
connection with the execution and delivery of the First Amendment to Amended and
Restated Credit Agreement dated as of September 30, 1998 (the "First Amendment")
by and among the Company, Trans-Tech, Inc., Silicon Valley Bank, Fleet National
Bank and Fleet National Bank as agent. The signature appearing opposite such
officer's name and titles is the genuine signatures of such officer:
<TABLE>
<CAPTION>
Name Title Signature
- ---- ----- ---------
<S> <C> <C>
Paul E. Vincent Vice President, Treasurer and CFO
-----------------------
</TABLE>
IN WITNESS WHEREOF, I have signed this certificate and affixed the
corporate seal of the Company.
Dated: 10/1/98
-------
[Corporate Seal]
I, Paul E. Vincent, Treasurer of the Company, do hereby certify that
James C. Nemiah is on the date hereof the duly elected or appointed, qualified
and acting Secretary of the Company, and the signature set forth above is the
genuine signature of such officer.
------------------------------
<PAGE> 14
TRANS-TECH, INC.
OFFICER'S CERTIFICATE
<TABLE>
<CAPTION>
COMPANY: BENEFICIARIES OF CERTIFICATE:
<S> <C> <C>
Alpha Industries, Inc. Silicon Valley Bank Fleet National Bank
20 Sylvan Road 3003 Tasman Drive One Federal Street
Woburn, MA 01801 Santa Clara, CA 95054 Boston, Massachusetts 02106
</TABLE>
I, Paul E. Vincent, hereby certify that I am the duly elected,
qualified and acting Treasurer, Vice President and Chief Financial Officer of
Trans-Tech, Inc., a Maryland corporation (the "Company"), and that Richard A.
Langman (a) is duly elected, qualified to serve and acting as President of the
Company and (b) is duly authorized to sign documents, certificates,
correspondence or instruments on behalf of the Company in connection with the
execution and delivery of the First Amendment to Amended and Restated Credit
Agreement dated as of September 30, 1998 (the "First Amendment") by and among
the Company, Alpha Industries, Inc., Silicon Valley Bank, Fleet National Bank
and Fleet National Bank as agent.
IN WITNESS WHEREOF, I have signed this certificate and affixed the
corporate seal of the Company.
Dated: 10/1/98
------- ------------------------------
Vice President, Treasurer and
Chief Financial Officer
[Corporate Seal]
I, James C. Nemiah, Secretary of the Company, do hereby certify that
Paul E. Vincent is on the date hereof the duly elected or appointed, qualified
and acting Vice President, Treasurer and Chief Financial Officer of the Company,
and the signature set forth above is the genuine signature of such officer.
------------------------------
<PAGE> 1
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
Name Jurisdiction of Incorporation
- ---- -----------------------------
Alpha Industries Limited England
Alpha Industries GmbH Germany
Alpha Securities Corporation Massachusetts
CFP Holding Company, Inc. Washington
Trans-Tech, Inc. Maryland
Trans-Tech Europe SARL France
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Alpha Industries, Inc.:
We consent to incorporation by reference in the registration statements (No.
33-32957, No. 33-11356 and No. 33-47901) on Form S-8 of Alpha Industries, Inc.
of our report dated April 30, 1999 relating to the consolidated balance sheets
of Alpha Industries, Inc. and subsidiaries as of March 28, 1999 and March 29,
1998 and the related consolidated statements of operations, stockholders'
equity, and cash flows and related schedule for each of the years in the
three-year period ended March 28, 1999, which report appears in the March 28,
1999 annual report on Form 10-K of Alpha Industries, Inc.
/s/ KPMG LLP
- -------------------------
KPMG LLP
Boston, Massachusetts
June 25, 1999
<TABLE> <S> <C>
<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 TWELVE MONTHS ENDED MARCH 28, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-28-1999
<PERIOD-END> MAR-28-1999
<EXCHANGE-RATE> 1
<CASH> 14,029
<SECURITIES> 9,731
<RECEIVABLES> 23,713
<ALLOWANCES> 741
<INVENTORY> 8,773
<CURRENT-ASSETS> 62,823
<PP&E> 104,701
<DEPRECIATION> 62,204
<TOTAL-ASSETS> 106,681
<CURRENT-LIABILITIES> 20,136
<BONDS> 713
0
0
<COMMON> 4,013
<OTHER-SE> 77,001
<TOTAL-LIABILITY-AND-EQUITY> 106,681
<SALES> 126,339
<TOTAL-REVENUES> 126,339
<CGS> 71,131
<TOTAL-COSTS> 106,784
<OTHER-EXPENSES> 56
<LOSS-PROVISION> 295
<INTEREST-EXPENSE> (726)
<INCOME-PRETAX> 20,225
<INCOME-TAX> (1,265)
<INCOME-CONTINUING> 21,490
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,490
<EPS-BASIC> 1.36
<EPS-DILUTED> 1.31
</TABLE>
<TABLE> <S> <C>
<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 TWELVE MONTHS ENDED MARCH 29, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
THIS SCHEDULE HAS BEEN UPDATED TO REFLECT THE THREE-FOR-TWO COMMON STOCK SPLIT
DISTRIBUTED FEBRUARY 19, 1999.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-29-1998
<PERIOD-END> MAR-29-1998
<EXCHANGE-RATE> 1
<CASH> 14,356
<SECURITIES> 1,493
<RECEIVABLES> 19,134
<ALLOWANCES> 634
<INVENTORY> 7,941
<CURRENT-ASSETS> 43,173
<PP&E> 93,488
<DEPRECIATION> 60,824
<TOTAL-ASSETS> 76,929
<CURRENT-LIABILITIES> 17,112
<BONDS> 1,625
0
0
<COMMON> 3,954
<OTHER-SE> 51,868
<TOTAL-LIABILITY-AND-EQUITY> 76,929
<SALES> 116,881
<TOTAL-REVENUES> 116,881
<CGS> 72,799
<TOTAL-COSTS> 105,193
<OTHER-EXPENSES> 166
<LOSS-PROVISION> 257
<INTEREST-EXPENSE> 75
<INCOME-PRETAX> 11,447
<INCOME-TAX> 1,145
<INCOME-CONTINUING> 10,302
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,302
<EPS-BASIC> 0.67
<EPS-DILUTED> 0.66
</TABLE>
