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 June 30, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________to____________
Commission file number 1-5560
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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 28, 1996
COMMON STOCK, PAR VALUE $.25 PER SHARE 9,754,439
1
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Alpha Industries, Inc. and Subsidiaries
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TABLE OF CONTENTS
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PAGE
PART 1 FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets - June 30, 1996 and March 31, 1996........... 3
Consolidated Statements of Income - Quarters Ended June 30, 1996
and July 2, 1995......................................................... 4
Consolidated Statements of Cash Flows - Quarters Ended
June 30, 1996 and July 2, 1995........................................... 5
Notes to Consolidated Financial Statements............................... 6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................ 7
PART 2 OTHER INFORMATION
Item 1 - Legal Proceedings.................................................. 9
Item 6 - Exhibits and Reports on Form 8-K................................... 9
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STATEMENT OF FAIR PRESENTATION
The financial information included herein is unaudited. In addition, the
financial information does not include all disclosures required under generally
accepted accounting principles because certain note information included in the
Company's annual report to shareholders has been omitted and such information
should be read in conjunction with the prior year's annual report. However, the
financial information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management, necessary to a
fair statement of the results for the interim periods. The Company considers the
disclosures adequate to make the information presented not misleading.
2
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Alpha Industries, Inc. and Subsidiaries
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CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts)
JUNE 30, MARCH 31,
1996 1996
(UNAUDITED) (AUDITED)
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ASSETS
Current assets
Cash and cash equivalents at cost (approximates market)................... $ 4,369 $ 11,326
Short-term investments.................................................... 5,615 4,143
Accounts receivable....................................................... 15,593 17,688
Inventories (Note 1)...................................................... 14,399 12,015
Prepayments and other current assets...................................... 1,044 1,379
-------- --------
Total current assets................................................... 41,020 46,551
-------- --------
Property, plant and equipment, less accumulated depreciation and
amortization of $51,226 and $49,908....................................... 29,124 28,136
Other assets............................................................... 720 736
-------- --------
$ 70,864 $ 75,423
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt...................................... $ 321 $ 332
Current maturities of capital lease obligations........................... 414 443
Accounts payable.......................................................... 5,921 7,075
Payroll, commissions and related expenses................................. 5,141 4,898
Other accrued liabilities................................................. 993 1,156
-------- --------
Total current liabilities.............................................. 12,790 13,904
-------- --------
Long-term debt............................................................. 2,495 2,565
-------- --------
Long-term capital lease obligations........................................ 494 565
-------- --------
Other long-term liabilities................................................ 908 856
-------- --------
Commitments and contingencies (Note 4)
Stockholders' equity
Common stock par value $.25 per share: authorized
30,000,000 shares; issued 9,978,235 and 9,938,587 shares................ 2,495 2,484
Additional paid-in capital............................................... 53,509 53,468
Retained earnings (accumulated deficit).................................... (1,368) 2,056
Less - Treasury shares 249,052 shares at cost............................ 321 321
Unearned compensation-restricted stock............................ 138 154
-------- --------
Total stockholders' equity............................................ 54,177 57,533
-------- --------
$ 70,864 $ 75,423
======== ========
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The accompanying notes are an integral part of these financial statements.
3
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Alpha Industries, Inc. and Subsidiaries
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CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share data)
First Quarter Ended
June 30, July 2,
1996 1995
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Net sales........................................... $ 20,066 $ 22,434
Cost of sales...................................... 16,274 15,052
Research and development expenses.................. 2,488 1,787
Selling and administrative expenses................ 5,387 4,429
Repositioning credit (Note 2)...................... - (320)
-------- --------
Operating income (loss)............................. (4,083) 1,486
Interest expense.................................... (117) (209)
Interest income and other, net...................... 172 33
-------- --------
Income (loss) before income taxes................... (4,028) 1,310
Provision (credit) for income taxes................. (604) 196
-------- --------
Net income (loss)................................... $ (3,424) $ 1,114
======== ========
Net income (loss) per share......................... $ (0.35) $ 0.14
======== ========
Weighted average common shares and common
share equivalents (Note 3)......................... 9,703 8,171
======== ========
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The accompanying notes are an integral part of these financial statements.
4
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Alpha Industries, Inc. and Subsidiaries
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
First Quarter Ended
June 30, July 2,
1996 1995
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Cash flows from operating activities:
Net income (loss).................................................. $ (3,424) $ 1,114
Adjustments to reconcile net income (loss) to net cash
used for operations:
Depreciation and amortization of property, plant and equipment.... 1,318 1,163
Amortization of unearned compensation - restricted stock, net..... 16 15
Repositioning credit.............................................. - (320)
Increase in other liabilities and long-term benefits.............. 52 46
Decrease (increase) in other assets............................... 12 (35)
Change in assets and liabilities:
Accounts receivable.............................................. 2,095 (1,917)
Inventories...................................................... (2,384) (582)
Other current assets............................................. 335 (33)
Accounts payable................................................. (1,154) (1,186)
Other accrued liabilities and expenses........................... 80 819
Repositioning reserve............................................ - (136)
-------- --------
Net cash used for operations.................................... (3,054) (1,052)
-------- --------
Cash flows from investing activities:
Purchases of short-term investments................................ (2,475) -
Maturities of short-term investments............................... 1,003 -
Additions to property, plant and equipment......................... (2,306) (1,329)
-------- --------
Net cash used in investing activities........................... (3,778) (1,329)
-------- --------
Cash flows from financing activities:
Proceeds from notes payable........................................ - 1,150
Payments on long-term debt......................................... (81) (93)
Deferred charges related to long-term debt......................... 4 2
Payments on capital lease obligations.............................. (100) (99)
Exercise of stock options.......................................... 52 84
-------- --------
Net cash (used in) provided from financing activities........... (125) 1,044
-------- --------
Net decrease in cash and cash equivalents........................... (6,957) (1,337)
Cash and cash equivalents, beginning of period...................... 11,326 3,510
-------- --------
Cash and cash equivalents, end of period............................ $ 4,369 $ 2,173
======== ========
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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
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Alpha Industries, Inc. and Subsidiaries
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 INVENTORIES
JUNE 30, MARCH 31,
Inventories consist of the following (in thousands): 1996 1996
- --------------------------------------------------------------------------------
Raw materials................................. $ 6,209 $ 4,878
Work-in-process............................... 5,696 5,830
Finished goods................................ 2,494 1,307
-------- --------
$ 14,399 $ 12,015
======== ========
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NOTE 2 REPOSITIONING CREDIT
In July 1995, the Company sold its Methuen, Massachusetts plant. The Company
received the proceeds of $2.5 million and retired $3.5 million of related debt.
During the first quarter of fiscal 1996, the Company recorded a $320 thousand
repositioning credit, attributable to the reversal of certain accruals for
estimated carrying costs, as a result of an earlier than expected disposition
of this property.
NOTE 3 EARNINGS PER SHARE
Earnings per common share for the three months ended June 30, 1996 and July 2,
1995 were computed using the weighted average number of outstanding common
shares plus common stock equivalents, if applicable, of 9,703,175 and 8,170,954
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
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Alpha Industries, Inc. and Subsidiaries
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PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Sales for the first quarter of fiscal 1997 totaled $20.1 million compared with
sales of $22.4 million for the same period last year. New orders received for
the first quarter of fiscal 1997 were $15.3 million compared with $26.3 million
for the same period last year. The decrease in sales and orders was due to the
softening in the wireless telecommunications industry, the delayed rollout of
the Personal Communication System (PCS) and by the decision to exit certain non-
strategic activities. Orders for the current quarter were somewhat lower than
expected, due to the cancellation of approximately $2.5 million of orders in
certain non-strategic technology contracts. These technology contracts
represented system development programs that were inconsistent with our core
strategic direction and included an unacceptably high level of financial risk.
In addition, there were delays in finalizing two sole source military contracts
that the Company expects to book in the second quarter.
Gross profit for the first quarter of fiscal 1997 totaled $3.8 million
compared with $7.4 million for the comparable period last year. Lower margins
are the result of lower sales volumes and rising costs due to added
manufacturing capacity during fiscal 1996. In anticipation of the demand for
wireless communication products increasing over the second half of fiscal 1997,
the Company has decided to maintain its current levels of manufacturing
capacity for MMICs, discrete semiconductors and ceramic products.
Research and development expenses increased for the first quarter of fiscal
1997 to $2.5 million, or 12% of sales, as compared with $1.8 million or 8% of
sales for the same period last year. The increase in research and development
reflects the continued investment by the Company in the GaAs MMIC and ceramic
product lines. The Company will continue to invest in product and process
development in order to address the demands of its targeted wireless markets.
Selling and administrative expenses increased to $5.4 million or 27% of
sales for the first quarter of fiscal 1997, as compared with the same period
last year of $4.4 million or 20% of sales. The increase in selling and
administrative expenses is primarily the result of recognizing severance costs
related to various corporate executives.
Interest expense decreased for the first quarter of fiscal 1997 to $117
thousand from $209 thousand as a result of the Company having less short-term
borrowings. Whereas, interest income from the first quarter of fiscal 1997,
increased $157 thousand, mainly due to interest earned on funds received from
the secondary stock offering that was completed during the third quarter of
fiscal 1996.
The Company recognized a 15% income tax benefit for the first quarter of
fiscal 1997 compared to the current federal, state and foreign rate of
approximately 40%. This rate differed from statutory rates primarily as a
result of the expected utilization of net operating loss carryforwards.
The Company reported a net loss for the first quarter of fiscal 1997 of $3.4
million or $0.35 per share compared with a net income of $1.1 million or $0.14
per share for the comparable period last year. As reported in the Company's
Annual Report Form 10-K, the Company anticipated a loss of $0.24 to $0.27 per
share for the first quarter of fiscal 1997 however, the loss was larger than
expected due to the recognition of $0.08 per share of severance costs for
various corporate executives.
7
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Alpa Industries, Inc. and Subsidiaries
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FINANCIAL CONDITION
At June 30, 1996, working capital totaled $28.2 million and included $10
million in cash, cash equivalents, and short-term investments, compared with
$32.6 million of working capital at the end of fiscal 1996. Cash decreased $7
million during the first quarter of fiscal 1997 as a result of a $3.4 million
loss, further investments in inventories and capital expenditures, as well as,
decreasing accounts payable. Capital expenditures were primarily for the
expansion of the ceramic manufacturing facilities, further automation of the
semiconductor wafer fab operations and the MMIC and discrete semiconductor
assembly and test areas. The Company remains strongly committed to adding the
required capacity needed to service the wireless markets as demand begins to
return. In addition to the proceeds received from the secondary offering, the
Company also has two lines of credit available for a total of $12.5 million.
The Company entered into a $7.5 million working capital line of credit
agreement which expires on August 1, 1997, and a $5 million equipment line of
credit which expires on August 31, 1996. At June 30, 1996 there was $1 million
outstanding under the equipment line of credit. The Company expects to draw
down the remaining balance of its equipment line of credit prior to its
expiration.
With the funds raised from the secondary offering and the lines of credit
available, the Company believes it has adequate funds to support its current
operating needs. The Company will continue to evaluate other available
financing such as low interest financing for the capital expansion of its
ceramic manufacturing business and any other sources that may become available.
8
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Alpha Industries, Inc. and Subsidiaries
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PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
The Company does not have any material pending legal proceedings other than
routine litigation incidental to its business.
The Company has been notified by federal and state environmental agencies of
its potential liability with respect to the following two sites: the Spectron,
Inc. Superfund site in Elkton, Maryland; and the Seaboard Chemical Corporation
site in Jamestown, North Carolina. In each case several hundred other companies
have also been notified about their potential liability regarding these sites.
The Company continues to deny that it has any responsibility with respect to
these sites other than as a de minimis party. Management is of the opinion that
-- -------
the outcome of the aforementioned environmental matters will not have a
material effect on the Company's operations or financial position.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(3) Certificate of Incorporation and By-laws.
(a) Restated Certificate of Incorporation (Filed as Exhibit 3
(a) to Registration Statement on Form S-3 (Registration No.
33-63857))*.
(b) Amended and restated By-laws of the Corporation dated April
30, 1992 (Filed as Exhibit 3(b) to the Annual Report on Form
10-K for the year ended March 29, 1992)*.
(4) Instruments defining rights of security holders, including
indentures.
(a) Specimen Certificate of Common Stock (Filed as Exhibit 4(a)
to Registration Statement on Form S-3 (Registration No. 33-
63857))*.
(b) Frederick County Industrial Development Revenue Bond, Deed
of Trust, Loan Agreement and Guaranty and Indemnification
Agreement dated June 17, 1982 (Filed as Exhibit 4(g) to the
Registration Statement on Form S-8 filed July 29, 1982)*.
Bond and Loan Document Modification Agreement dated December
9, 1993 (Filed as Exhibit 4(c) to the Quarterly Report on
Form 10-Q for the quarter ended December 26, 1993)*.
(c) Amended and Restated Rights Agreement dated as of November
24, 1986, as amended and restated July 3, 1990 and as
further amended September 9, 1990 and September 24, 1990,
between Registrant and The First National Bank of Boston, as
Rights Agent (The July 3, 1990 restatement and the September
9, 1990 and September 24, 1990 amendments were filed as
Exhibit 4 to the Current Report on Form 8-K dated July 3,
1990 and Exhibits 4(a) and 4(b) to the Current Report on
Form 8-K dated September 18, 1990, respectively)*.
(d) Loan and Security Agreement dated December 15, 1993 between
Trans-Tech, Inc., and County Commissioners of Frederick
County (Filed as Exhibit 4(h) to the Quarterly Report on
Form 10-Q for the quarter ended July 3, 1994)*.
(e) Stock Purchase Warrant for 50,000 shares of the Registrant's
Common Stock issued to Silicon Valley Bank as of April 1,
1994 (Filed as Exhibit 4(i) to the Quarterly Report on Form
10-Q for the quarter ended July 3, 1994)*.
(f) Credit Agreement dated September 29, 1995 between Alpha
Industries, Inc., and Trans-Tech Inc. and Fleet Bank of
Massachusetts, N.A. and Silicon Valley Bank. (Filed as
Exhibit 4(j) to the Quarterly Report on Form 10-Q for the
quarter ended October 1, 1995)* and amended and restated
promissory notes dated as of October 31, 1995 (Filed as
Exhibit 4(f) to the Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995)*.
9
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Alpha Industries, Inc. and Subsidiaries
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(10) Material Contracts.
(a) Alpha Industries, Inc., 1986 Long-Term Incentive Plan as
amended (Filed as Exhibit 10(a) to the Quarterly Report on
Form 10-Q for the quarter ended October 2, 1994)*. (1)
(b) Alpha Industries, Inc., Employee Stock Purchase Plan as
amended October 22, 1992 (Filed as Exhibit 10(b) to the
Annual Report on Form 10-K for the fiscal year ended March
28, 1993)* and amended August 22, 1995 (Filed as Exhibit
10(b) to the Annual Report on Form 10-K for the fiscal year
ended March 31, 1996)*. (1)
(c) SERP Trust Agreement between the Registrant and the First
National Bank of Boston as Trustee dated April 8, 1991
(Filed as Exhibit 10(c) to the Annual Report on Form 10-K
for the fiscal year ended March 31, 1991)*. (1)
(d) Digital Business Agreement between Digital Equipment
Corporation and Registrant dated April 2, 1990. Master Lease
Addendum (Ref. No. 6260) to Digital Business Agreement No.
3511900 between Digital Equipment Corporation and Registrant
dated April 2, 1990 (Filed as Exhibit 10(g) to the Annual
Report on Form 10-K for the fiscal year ended March 29,
1992)*.
(e) Alpha Industries, Inc., Long-Term Compensation Plan dated
September 24, 1990 (Filed as Exhibit 10(i) to the Annual
Report on Form 10-K for the fiscal year ended March 29,
1992)*; amended March 28, 1991 (Filed as Exhibit 10 (a) to
the Quarterly Report on Form 10-Q for the quarter ended June
27, 1993)* and as further amended October 27, 1994 (Filed as
Exhibit 10(f) to the Annual Report on Form 10-K for the
fiscal year ended April 2, 1995)*. (1)
(f) Master Equipment Lease Agreement between AT&T Commercial
Finance Corporation and the Registrant dated June 19, 1992
(Filed as Exhibit 10(j) to the Annual Report on Form 10-K
for the fiscal year ended March 28, 1993)*.
(g) Employment Agreement dated October 1, 1990 between the
Registrant and Martin J. Reid, as amended March 26, 1992 and
amended January 19, 1993 (Filed as Exhibit 10(k) to the
Annual Report on Form 10-K for the fiscal year ended March
28, 1993)* and amended August 10, 1993 (Filed as Exhibit
10(j) to the Quarterly Report on Form 10-Q for the quarter
ended July 3, 1994)*. (1)
(h) Employment Agreement dated October 1, 1990 between the
Registrant and George S. Kariotis, as amended May 15, 1991
and amended January 22, 1993 (Filed as Exhibit 10(l) to the
Annual Report on Form 10-K for the fiscal year ended March
28, 1993)* and amended August 10, 1993 (Filed as Exhibit
10(k) to the Quarterly Report on Form 10-Q for the quarter
ended July 3, 1994)*. (1)
(i) Employment Agreement dated October 1, 1990 between the
Registrant and Patrick Daniel Gallagher, as amended March
24, 1992 and amended by Second Amendment dated September 29,
1992 and Third Amendment dated January 20, 1993 (Filed as
Exhibit 10(m) to the Annual Report on Form 10-K for the
fiscal year ended March 28, 1993)* and Fourth Amendment
dated August 3, 1994 (Filed as Exhibit 10(l) to the
Quarterly Report on Form 10-Q for the quarter ended October
2, 1994)*. (1)
(j) Employment Agreement dated April 28, 1994 between the
Registrant and Joseph J. Alberici. (Filed as Exhibit 10(o)
to the Annual Report on Form 10-K for the fiscal year ended
April 3, 1994)*; and further amended August 3, 1994 (Filed
as Exhibit 10(n) to the Quarterly Report on Form 10-Q for
the quarter ended October 2, 1994)*. (1)
(k) Consulting Agreement dated August 13, 1992 between the
Registrant and Sidney Topol. (Filed as Exhibit 10(p) to the
Annual Report on Form 10-K for the fiscal year ended April
3, 1994)*. (1)
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Alpha Industries, Inc. and Subsidiaries
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(l) Employment Agreement dated August 3, 1994 between the
Registrant and Thomas C. Leonard (Filed as Exhibit 10(p) to
the Quarterly Report on Form 10-Q for the quarter ended
October 2, 1994)*. (1)
(m) Master Lease Agreement between Comdisco, Inc. and the
Registrant dated September 16, 1994 (Filed as Exhibit 10(q)
to the Quarterly Report on Form 10-Q for the quarter ended
October 2, 1994)*.
(n) Alpha Industries, Inc., 1994 Non-Qualified Stock Option Plan
for Non-Employee Directors (Filed as Exhibit 10(r) to the
Quarterly Report on Form 10-Q for the quarter ended October
2, 1994)*. (1)
(o) Alpha Industries Executive Compensation Plan dated January
1, 1995 and Trust for the Alpha Industries Executive
Compensation Plan dated January 3, 1995 (Filed as Exhibit
10(p) to the Annual Report on Form 10-K for the fiscal year
ended April 2, 1995)*. (1)
(p) Letter of Employment dated January 24, 1995 between the
Registrant and David J. Aldrich (Filed as Exhibit 10(q) to
the Annual Report on Form 10-K for the fiscal year ended
April 2, 1995)*. (1)
(q) Alpha Industries, Inc. Savings and Retirement Plan dated
March 31, 1995 (Filed as Exhibit 10(r) to the Annual Report
on Form 10-K for the fiscal year ended April 2, 1995)*. (1)
(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 June 30,
1996.
__________________
*Not filed herewith. In accordance with Rule 12b-32 promulgated pursuant to the
Securities Exchange Act of 1934, as amended, reference is hereby made to
documents previously filed with the Commission, which are incorporated by
reference herein.
**Reference is made to Note 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.
11
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: August 9, 1996
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Alpha Industries, Inc. and Subsidiaries
---------------------------------------
Registrant
/s/ Thomas C. Leonard
---------------------------------------
Thomas C. Leonard
Chief Executive Officer
President
/s/ David J. Aldrich
---------------------------------------
David J. Aldrich
Chief Financial Officer
Principal Financial Officer
/s/ Paul E. Vincent
---------------------------------------
Paul E. Vincent
Corporate Controller
Principal Accounting Officer
12
5
3-MOS
MAR-30-1997
APR-01-1996
JUN-30-1996
4,369
5,615
16,270
677
14,399
41,020
80,350
51,226
70,864
12,790
2,989
0
0
2,495
51,682
70,864
20,066
20,066
16,274
24,149
(13)
19
(42)
(4,028)
(604)
(3,424)
0
0
0
(3,424)
(0.35)
(0.35)
