1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------- -------------
Commission file number 1-5560
--------
ALPHA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2302115
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 Sylvan Road, Woburn, Massachusetts 01801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 935-5150
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------------ ------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT JULY 30, 1995
COMMON STOCK, PAR VALUE $.25 PER SHARE 7,786,894
1
2
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES ------------------------------------------
TABLE OF CONTENTS
-----------------------------------------------------------------------------------
PAGE
PART 1 FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets - July 2, 1995 and April 2, 1995.......... 3
Consolidated Statements of Income - Quarters Ended July 2, 1995
and July 3, 1994...................................................... 4
Consolidated Statements of Cash Flows - Quarters Ended
July 2, 1995 and July 3, 1994......................................... 5
Notes to Consolidated Financial Statements............................ 6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................. 7
PART 2 OTHER INFORMATION
Item 1 - Legal Proceedings..................................................... 9
Item 6 - Exhibits and Reports on Form 8-K ..................................... 9
---------------------------------------------------------------------------------
STATEMENT OF FAIR PRESENTATION
The financial information included herein is unaudited. In addition, the
financial information does not include all disclosures required under generally
accepted accounting principles because certain note information included in the
Company's annual report to shareholders has been omitted and such information
should be read in conjunction with the prior year's annual report. However, the
financial information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management, necessary to a
fair statement of the results for the interim periods. The Company considers
the disclosures adequate to make the information presented not misleading.
2
3
------------------------------------------------------------------- ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts)
JULY 2, APRIL 2,
1995 1995
(UNAUDITED) (AUDITED)
-----------------------------------------------------------------------------------------------------------
ASSETS
Current assets
Cash and cash equivalents at cost (approximates market)......................... $ 2,173 $ 3,510
Accounts receivable............................................................. 15,465 13,548
Inventories (Note 1)............................................................ 9,952 9,370
Property held for resale (Note 2)............................................... 2,400 -
Prepayments and other current assets............................................ 609 756
------- -------
Total current assets...................................................... 30,599 27,184
------- -------
Property, plant and equipment, less accumulated depreciation and
amortization of $54,446 and $53,283 .......................................... 20,861 20,489
Other assets.................................................................... 627 594
Property held for resale (Note 2)............................................... - 1,900
------- -------
$52,087 $50,167
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable, bank............................................................. $ 3,700 $ 3,000
Current maturities of long-term debt (Note 2)................................... 3,781 339
Current maturities of capital lease obligations................................. 445 370
Accounts payable................................................................ 4,020 5,206
Payroll, commissions and related expenses....................................... 5,151 4,777
Repositioning reserve........................................................... 855 991
Other accrued liabilities....................................................... 1,963 1,518
------- -------
Total current liabilities................................................. 19,915 16,201
------- -------
Long-term debt (Note 2)........................................................... 1,902 4,744
------- -------
Long-term capital lease obligations............................................... 543 754
------- -------
Other long-term liabilities....................................................... 840 794
------- -------
Commitments and contingencies (Note 4)
Stockholders' equity
Common stock par value $.25 per share: authorized
30,000,000 shares; issued 8,035,119 and 7,994,495 shares........................ 2,008 1,999
Additional paid-in capital....................................................... 28,047 27,921
Accumulated deficit.............................................................. (624) (1,738)
Less - Treasury shares 262,885 and 262,886 shares at cost........................ 330 330
Unearned compensation-restricted stock.................................... 214 178
------- -------
Total stockholders' equity................................................ 28,887 27,674
------- -------
$52,087 $50,167
======= =======
-----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
3
4
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES ------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share data)
First Quarter Ended
July 2, July 3,
1995 1994
-----------------------------------------------------------------------------------
Net sales........................................ $22,434 $18,675
Cost of sales.................................. 15,052 13,057
Research and development expenses.............. 1,787 919
Selling and administrative expenses............ 4,429 3,778
Repositioning credit (Note 2).................. (320) -
------- -------
Operating income................................. 1,486 921
Interest expense................................. (209) (195)
Interest income and other, net................... 33 17
------- -------
Income before income taxes....................... 1,310 743
Provision for income taxes....................... 196 140
------- -------
Net income....................................... $ 1,114 $ 603
======= =======
Net income per share............................. $ 0.14 $ .08
======= =======
Weighted average common shares and common
share equivalents (Note 3)..................... 8,171 7,532
======= =======
-----------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
4
5
------------------------------------------------------------------- ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
FIRST QUARTER ENDED
JULY 2, JULY 3,
1995 1994
-----------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income............................................................... $ 1,114 $ 603
Adjustments to reconcile net income to net cash provided from
(used for) operations:
Depreciation and amortization of property, plant and equipment.......... 1,163 1,146
Amortization of unearned compensation - restricted stock, net........... 15 10
Repositioning credit.................................................... (320) -
Increase in other liabilities and long-term benefits.................... 46 31
Increase in other assets................................................ (35) (67)
Deferred income taxes................................................... - 145
Change in assets and liabilities:
Accounts receivable................................................... (1,917) 226
Inventories........................................................... (582) 10
Other current assets.................................................. (33) 46
Accounts payable...................................................... (1,186) (928)
Other accrued liabilities and expenses................................ 819 51
Repositioning reserve................................................. (136) (500)
------- -------
Net cash provided from (used for) operations........................ (1,052) 773
------- -------
Cash flows from investing activities:
Additions to property, plant and equipment............................... (1,329) (760)
------- -------
Net cash used in investing activities............................... (1,329) (760)
------- -------
Cash flows from (used in) financing activities:
Proceeds from notes payable.............................................. 1,150 1,233
Payments on long-term debt............................................... (93) (73)
Deferred charges related to long-term debt............................... 2 2
Payments on capital lease obligations.................................... (99) (83)
Exercise of stock options................................................ 84 -
------- -------
Net cash from financing activities.................................. 1,044 1,079
------- -------
Net increase (decrease) in cash and cash equivalents......................... (1,337) 1,092
Cash and cash equivalents, beginning of period............................... 3,510 1,691
------- -------
Cash and cash equivalents, end of period..................................... $ 2,173 $ 2,783
======= =======
-----------------------------------------------------------------------------------------------------------
Supplemental Disclosures:
Capital lease obligations of $206 thousand were incurred during the quarter
ended July 2, 1995 when the Company entered into leases for new equipment.
The accompanying notes are an integral part of these financial statements.
5
6
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES ------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 INVENTORIES
July 2, April 2,
Inventories consist of the following (in thousands): 1995 1995
-----------------------------------------------------------------------------------
Raw materials..................................... $3,605 $3,186
Work-in-process................................... 4,806 4,950
Finished goods.................................... 1,541 1,234
------ ------
$9,952 $9,370
====== ======
-----------------------------------------------------------------------------------
NOTE 2 REPOSITIONING CREDIT
During fiscal 1994, the Company recorded a charge of $2.6 million for the
write-down of the Methuen plant which included $1.2 million for carrying and
selling costs through the expected date of disposal. At April 2, 1995 the
Methuen plant was valued at $1.9 million. During fiscal 1995, the Company paid
$500 thousand in carrying costs related to the Methuen plant. During the first
quarter of fiscal 1996 the Company entered into a Purchase and Sale Agreement
to sell the Methuen building. The Company reversed excess carrying costs of
$320 thousand or $0.03 per share after taxes as a result of an earlier than
expected disposition. The property held for resale of $2.4 million and the
long-term portion of the related debt of $3.4 million were reclassed from
long-term assets and liabilities to current assets and liabilities.
NOTE 3 EARNINGS PER SHARE
Earnings per common share for the three months ended July 2, 1995 and July 3,
1994 were computed using the weighted average number of common shares and
common equivalent shares outstanding during the periods of 8,170,954 and
7,532,360 shares, respectively.
NOTE 4 COMMITMENTS AND CONTINGENCIES
The Company is party to suits and claims arising in the normal course of
business. Management believes these are adequately provided for or will result
in no significant additional liability to the Company.
6
7
---------------------------------------- ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
Sales for the first quarter ended July 2, 1995 were $22.4 million, an increase
of 20% compared with $18.7 million for the same period last year. The increase
in sales was due primarily to increased shipments for wireless communications
products particularly ceramic components, Gallium Arsenide Monolithic Integrated
Circuits (GaAs MMICs) and discrete semiconductors.
Foreign sales increased $1.8 million and represented 32% of total sales versus
29% for the comparable period last year. The increase in foreign sales was
a result of increased shipments for ceramic products with European cellular
telephone and base station original equipment manufacturers (OEMs).
New orders received for the first quarter of fiscal 1996 totaled $26.3 million,
an increase of 24% over the same period last year. New orders were dominated by
commercial wireless contracts with major system OEMs. As anticipated, military
contracts represented only 21% of the Company's total new orders. The wireless
market remains strong fueled by the increasing penetration of existing wireless
services and the emergence of world wide personal communications systems (PCS).
Only a small portion of the Motorola contract previously announced during fiscal
1995 was included in new orders since it is the Company's policy to record
commercial orders on a quarterly basis consistent with expected customer
short-term requirements. This ceramic filter contract is progressing but the
Company continued to experience start-up related delays during the quarter. The
new ceramic facility in Frederick, Maryland is now fully operational and the
Company expects to meet the requirements going forward. As of July 2, 1995, the
Company's order backlog totaled $34 million.
The Company realized operating income of $1.5 million compared with $921
thousand for the same period last year. Manufacturing margins improved to 33%
from 30% a year ago due to the increased sales volume and fixed capacity
utilization. Selling and administrative costs increased 17% for the comparable
periods while sales increased 20%. Selling and administrative costs remained
constant at approximately 20% of sales.
Research and development expenses increased $868 thousand as the Company
continued to invest in product and process development in order to address the
demands of the wireless market.
Net income for the first quarter was $1.1 million or $0.14 per share compared
with $603 thousand or $0.08 per share for the comparable period last year.
The first quarter of fiscal 1996 included a repositioning credit of $320
thousand or $0.03 per share due to the pending sale of the Methuen plant. As
part of the repositioning charges reported during fiscal 1994 a provision was
recorded to reduce the carrying value of the Methuen plant to its estimated net
realizable value and included the cost of carrying the Methuen plant through
the end of fiscal 1996. Consequently a repositioning credit resulted from the
sale of the Methuen plant earlier than anticipated.
7
8
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES ---------------------------------------
FINANCIAL CONDITION
At July 2, 1995, working capital totaled $10.7 million and included $2.2
million in cash and cash equivalents, compared with $11 million at the end of
fiscal 1995. During the quarter, the Company purchased $1.5 million of
equipment for semiconductor and ceramic manufacturing operations as well as
various information technology equipment. With the increased demand for the
wireless products, the Company expects to increase its investment in equipment
and capacity. The Company's current sources of capital include a $7.5 million
line of credit of which $3.8 million is available, a $3 million operating lease
line, and a $960 thousand Community Development Block Grant from the state of
Maryland of which $437 thousand of proceeds were received during the quarter.
The Company has also received preliminary approval from the state of Maryland
for an additional $3 million of grant funding to finance its planned expansion
to meet order requirements particularly for wireless products.
The Company plans significant capital expansion in order to service the
increasing requirements for its products in the wireless markets. Alternative
sources of financing are being pursued, such as increasing the amount of the
line of credit, receiving additional grant funding, capital financing through
leases, and any other sources of funding capital that may become available.
The $7.5 million line of credit is available until September 5, 1995. The
Company expects to extend the line of credit agreement at that time.
8
9
---------------------------------------- ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
The Company does not have any material pending legal proceedings other than
routine litigation incidental to its business.
The Company has been notified by federal and state environmental agencies of
its potential liability with respect to the following two sites: the Spectron,
Inc. Superfund site in Elkton, Maryland; and the Seaboard Chemical Corporation
site in Jamestown, North Carolina. In each case several hundred other companies
have also been notified about their potential liability regarding these sites.
The Company continues to deny that it has any responsibility with respect to
these sites other than as a de minimis party. Management is of the opinion
that the outcome of the aforementioned environmental matters will not have
a material effect on the Company's operations.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(3) Certificate of Incorporation and By-laws.
(a) Composite Certificate of Incorporation dated May 26,
1966 as amended March 21, 1967 and October 27, 1967
(Filed as Exhibits 3(a), (b) and (c) to Registrant's
Registration Statement on Form S-1 (Registration No.
2-27685)*, October 6, 1978 (Filed as Exhibit A to
Proxy Statement dated July 27, 1978)*, October 22,
1979 (Filed as Exhibit (a)(3)(3) to Annual Report on
Form 10-K for fiscal year ended March 31, 1981)*,
September 30, 1981 (Filed as Exhibit 20(b) to
Quarterly Report on Form 10-Q for quarter ended
September 30, 1981)*, February 8, 1983 (Filed as
Exhibit 19(a) to Quarterly Report on Form 10-Q for
quarter ended December 31, 1983)*, December 3, 1985
(Filed as Exhibit 3(a) to Annual Report on Form 10-K
for the year ended March 31, 1986)* and October 20,
1986 (Filed as Exhibit 3(a) to Annual Report on Form
10-K for the year ended March 31, 1987)*.
(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-1
(Registration No. 2-25197))*.
(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) Methuen, Massachusetts Industrial Revenue Mortgage,
Indenture of Trust and Agreement among Massachusetts
Industrial Finance Agency, Registrant and The First
National Bank of Boston, as Trustee; Guaranty
Agreement among Registrant, The First National Bank of
Boston, as Trustee and Massachusetts Industrial
Finance Agency dated as of August 1, 1984 and amended
on November 20, 1990; and Agreement between
Massachusetts Industrial Finance Agency and Registrant
dated August 1, 1984 and amended November 20, 1990
(Original Agreement filed as Exhibit 4(b) to the
Quarterly Report on Form 10-Q for the
9
10
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES ---------------------------------------
quarter ended September 30, 1984)* (Amendment filed as
Exhibit 4(e) to the Quarterly Report on Form 10-Q for
the quarter ended December 30, 1990)*.
(d) Line of Credit Agreement between Registrant and
Silicon Valley Bank dated as of November 20, 1990
(Original Agreement filed as Exhibit 4(f) to the
Quarterly Report on Form 10-Q for the quarter ended
December 30, 1990)*; amended September 1, 1991 (Filed
as Exhibit 4(f) to the Quarterly Report on Form 10-Q
for the quarter ended September 29, 1991)*; amended
September 8, 1992 (Filed as Exhibit 4(e) to the
Quarterly Report on Form 10-Q for the quarter ended
September 27, 1992)*; amended February 18, 1993 (Filed
as Exhibit 4(e) to the Annual Report on Form 10-K for
the year ended March 28, 1993)*, amended June 18, 1993
(Filed as Exhibit 4(e) to the Quarterly Report on Form
10-Q for the quarter ended October 2, 1994)*; amended
September 3, 1993 (Filed as Exhibit 4(e) to the
Quarterly Report on Form 10-Q for the quarter ended
September 26, 1993)*; amended April 1, 1994 (Filed as
Exhibit 4(e) to the Quarterly Report on Form 10-Q for
the quarter ended July 3, 1994)* and further amended
September 5, 1994 (Filed as Exhibit 4(e) to the
Quarterly Report on Form 10-Q for the quarter ended
October 2, 1994)*.
(e) Loan Contract dated January 21, 1985, First
Amendment to Loan Contract dated October 11, 1985 and
Second Amendment to Loan Contract dated December 19,
1986 each between Registrant, the City of Lawrence and
the Lawrence Redevelopment Authority; Guaranty
Agreement dated January 21, 1985 and First Amendment
to Guaranty Agreement dated October 11, 1985, each
between Registrant and the Lawrence Redevelopment
Authority; and Urban Development Action Grant (UDAG)
(Grant Number: B-84-AA-25-0142) and Amendment thereto,
each dated April 6, 1984 and each between the City of
Lawrence and the United States Department of Housing
and Urban Development (Filed as Exhibit 4(k) to the
Annual Report on Form 10-K for the fiscal year ended
March 31, 1986)*.
(f) Amended and Restated Rights Agreement dated as of
November 24, 1986, as amended and restated July 3,
1990 and as further amended September 9, 1990 and
September 24, 1990, between Registrant and The First
National Bank of Boston, as Rights Agent (The July 3,
1990 restatement and the September 9, 1990 and
September 24, 1990 amendments were filed as Exhibit 4
to the Current Report on Form 8-K dated July 3, 1990
and Exhibits 4(a) and 4(b) to the Current Report on
Form 8-K dated September 18, 1990, respectively)*.
(g) 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)*.
(h) Stock Purchase Warrant for 50,000 shares of the
Registrant's Common Stock issued to Silicon Valley
Bank as of April 1, 1994 (Filed as Exhibit 4(i) to
the Quarterly Report on Form 10-Q for the quarter
ended July 3, 1994)*.
(i) Mortgage, Fixture Financing Statement and Assignment
of Leases and Rents dated September 16, 1994 between
The First National Bank of Boston, as Trustee,
and Registrant and First Amendment to Mortgage,
Fixture Financing Statement and Assignment of Leases
and Rents dated October 12, 1994 between The First
National Bank of Boston, as Trustee, and Registrant.
Amendment No. 1 to Amended and Restated Guaranty
Agreement dated September 16, 1994 between The First
National Bank of Boston, as Trustee, The First
National Bank of Boston and the Massachusetts
Industrial Finance Agency (Filed as Exhibit 4(j) to
the Quarterly Report on Form 10-Q for the quarter
ended October 2, 1994)*.
(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)
10
11
---------------------------------------- ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
(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)*. (1)
(c) SERP Trust Agreement between the Registrant and the
First National Bank of Boston as Trustee dated April
8, 1991 (Filed as Exhibit 10(c) to the Annual Report
on Form 10-K for the fiscal year ended March 31,
1991)*. (1)
(d) Digital Business Agreement between Digital Equipment
Corporation and Registrant dated April 2, 1990.
Master Lease Addendum (Ref. No. 6260) to Digital
Business Agreement No. 3511900 between Digital
Equipment Corporation and Registrant dated April 2,
1990 (Filed as Exhibit 10(g) to the Annual Report on
Form 10-K for the fiscal year ended March 29, 1992)*.
(e) Common Stock Purchase Agreement dated November 8,
1990 between Registrant and Shamie Management
Corporation (Filed as Exhibit 10(h) to the Annual
Report on Form 10-K for the fiscal year ended
March 29, 1992)*. (1)
(f) 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)
(g) Master Equipment Lease Agreement between AT&T
Commercial Finance Corporation and the Registrant
dated June 19, 1992 (Filed as Exhibit 10(j) to
the Annual Report on Form 10-K for the fiscal year
ended March 28, 1993)*.
(h) Employment Agreement dated October 1, 1990 between
the Registrant and Martin J. Reid, as amended March
26, 1992 and amended January 19, 1993 (Filed as
Exhibit 10(k) to the Annual Report on Form 10-K for
the fiscal year ended March 28, 1993)* and amended
August 10, 1993 (Filed as Exhibit 10(j) to the
Quarterly Report on Form 10-Q for the quarter ended
July 3, 1994)*. (1)
(i) Employment Agreement dated October 1, 1990 between
the Registrant and George S. Kariotis, as amended May
15, 1991 and amended January 22, 1993 (Filed as
Exhibit 10(l) to the Annual Report on Form 10-K for
the fiscal year ended March 28, 1993)* and amended
August 10, 1993 (Filed as Exhibit 10(k) to the
Quarterly Report on Form 10-Q for the quarter ended
July 3, 1994)*. (1)
(j) Employment Agreement dated October 1, 1990 between
the Registrant and Patrick Daniel Gallagher, as
amended March 24, 1992 and amended by Second
Amendment dated September 29, 1992 and Third Amendment
dated January 20, 1993 (Filed as Exhibit 10(m) to the
Annual Report on Form 10-K for the fiscal year ended
March 28, 1993)* and Fourth Amendment dated August 3,
1994 (Filed as Exhibit 10(l) to the Quarterly Report
on Form 10-Q for the quarter ended October 2, 1994)*.
(1)
(k) Employment Agreement dated April 28, 1994 between
the Registrant and Joseph J. Alberici. (Filed as
Exhibit 10(o) to the Annual Report on Form 10-K
for the fiscal year ended April 3, 1994)*; and further
amended August 3, 1994 (Filed as Exhibit 10(n) to the
Quarterly Report on Form 10-Q for the quarter ended
October 2, 1994)*. (1)
(l) 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)
(m) Employment Agreement dated August 3, 1994 between
the Registrant and Thomas C. Leonard (Filed as Exhibit
10(p) to the Quarterly Report on Form 10-Q for the
quarter ended October 2, 1994)*. (1)
11
12
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES ---------------------------------------
(n) 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)*.
(o) 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)
(p) 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)
(q) Letter of Employment dated January 24, 1995 between
the Registrant and David J. Aldrich (Filed as Exhibit
10(q) to the Annual Report on Form 10-K for the
fiscal year ended April 2, 1995)*. (1)
(r) Alpha Industries, Inc. Savings and Retirement Plan
dated March 31, 1995 (Filed as Exhibit 10(r) to the
Annual Report on Form 10-K for the fiscal year
ended April 2, 1995)*. (1)
(11) Statement re computation of per share earnings**.
(27) Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed with the Securities
and Exchange Commission during the fiscal quarter
ended July 2, 1995.
--------------
*Not filed herewith. In accordance with Rule 12b-32 promulgated pursuant to the
Securities Exchange Act of 1934, as amended, reference is hereby made to
documents previously filed with the Commission, which are incorporated by
reference herein.
** Reference is made to Note 3 of the notes to Consolidated Financial
Statements on Page 6 of this Quarterly Report on Form 10-Q, which Note 3 is
hereby incorporated by reference herein.
(1) Management Contracts.
12
13
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 15, 1995
-------------
Alpha Industries, Inc. and Subsidiaries
---------------------------------------
Registrant
/s/ Martin J. Reid
---------------------------------------
Martin J. Reid
Chief Executive Officer
President and Director
/s/ David J. Aldrich
---------------------------------------
David J. Aldrich
Chief Financial Officer
Principal Financial Officer
/s/ Paul E. Vincent
---------------------------------------
Paul E. Vincent
Corporate Controller
Principal Accounting Officer
13
5
3-MOS
MAR-31-1996
JUL-02-1995
2,173
0
16,159
694
9,952
30,599
75,307
54,446
52,087
19,915
2,445
2,008
0
0
26,879
52,087
22,434
22,434
15,052
21,268
(351)
16
207
1,310
196
1,114
0
0
0
1,114
0.14
0.14
