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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended April 1, 2001
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. [ ]
The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant at May 27, 2001 was approximately $1.102
billion.
The number of shares of Common Stock outstanding at May 27, 2001 was 43,593,725.
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 44.
Page 1 of 50 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 and broadband
communications. The primary applications for our products include wireless
handsets, wireless infrastructure and broadband communications equipment. We
also produce integrated circuits, discrete components, electrical ceramics and
ferrites used in wireless base station equipment, cable television, cable modems
and other broadband applications, wireless local loop, wireless personal digital
assistants and wireless local area networks.
We offer a broad range of products, including integrated circuit (IC) switches
and controls, power amplifiers, discrete semiconductors and multi-chip modules
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 (GaAs MESFET), gallium arsenide
pseudomorphic high electron mobility transistor (GaAs PHEMT), silicon and
electrical ceramic. Through our acquisition of Network Device, Inc. (NDI) in
April 2000, we offer power amplifiers and other devices made with a gallium
arsenide heterojunction bipolar transistor (GaAs HBT) process and an indium
gallium phosphide HBT process (InGaP HBT). In May 2001, we announced the
introduction of the world's first tri-band power amplifier module employing
InGaP HBT process technology. The AP134 module is designed for use in existing
dual-mode wireless handsets and is fully General Packet Radio Service (GPRS)
compliant. We also announced the shipment of our first volume order of a new
family of broadband amplifiers utilizing our InGaP HBT technology.
During fiscal 2001, we announced the introduction of our Alpha Integration
Platform(TM) (aiIP(TM)), a breakthrough manufacturing, packaging and design
technique, combining various radio frequency (RF) components in a single
module-based platform. The aiIP satisfies the market's demand for RF solutions
that will reduce design complexity and improve the OEMs' overall time to market
for new products. Utilizing this technique, we introduced state-of-the-art
switch/filter technology for wireless handsets. These switch/filter products
combine multiple functions in a single, module-based platform.
We also announced the introduction of our Alpha-2(TM) multi-chip module
packaging technology, which will dramatically reduce the cost of manufacturing
high-speed and high-frequency data communications equipment. Alpha-2 technology
provides the first surface-mounted package specifically designed for
high-frequency and high-speed ICs. The Alpha-2 package is compatible with
standard tape-and-reel manufacturing, making it ideal for use in high-speed data
communications equipment.
We divide our operations into two segments to address the distinct dynamics of
different markets:
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SEMICONDUCTOR PRODUCTS CERAMIC PRODUCTS
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Primary Products GaAs Integrated Circuits Electrical Ceramics
Discrete Semiconductors Ferrites
Multi-Chip Modules
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Primary Markets Wireless Handsets Wireless Infrastructure
Wireless Infrastructure Broadband Communications
Broadband Communications
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
Our Semiconductor Products segment 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 (IS95), and Time Division Multiple
Access, or TDMA (IS136).
Our Ceramic Products segment uses electrical ceramic and ferrite technologies to
supply resonators and filters, primarily for wireless base station equipment.
Financial information about segments and geographic areas can be found in Note
10 to the consolidated financial statements filed as part of this report.
We were incorporated in 1962 under the laws of the state of Delaware.
PRODUCTS AND APPLICATIONS
We offer a broad array of radio frequency, microwave frequency and millimeter
wave frequency products to the wireless and broadband markets, including GaAs IC
switches and controls, GaAs integrated circuit power amplifiers, silicon
discrete semiconductors, ceramic resonators and multi-chip modules. 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 we serve.
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POWER SMALL SIGNAL & MILLIMETER
AMPLIFIER MULTIFUNCTION DISCRETE CERAMIC WAVE
MARKETS ICS ICS SWITCH ICS SEMICONDUCTORS PRODUCTS PRODUCTS
- ----------------------------------------------------------------------------------------------------------------------------
WIRELESS VOICE & DATA
Handsets - - -
PDAs - - -
Infrastructure - - - - - -
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BROADBAND
Wireless - - - - -
Cable TV & Modems - - - - - -
Fiber - - - - -
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
SEMICONDUCTOR PRODUCTS
The diagram below illustrates the role of many of our Semiconductor Products in
a dual band and dual mode wireless telephone handset.
[DUAL BAND/DUAL MODE HANDSET DIAGRAM]
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. We have been a leader in innovative GaAs power amplifier ICs. We
were the first merchant semiconductor company to offer a three volt,
high-efficiency PHEMT power amplifier IC for GSM operating at three different
frequencies. This product has been in continuous production for more than a
year. We were also the first to deliver a three volt MESFET GaAs power amplifier
IC, which has now been in continuous, high-volume production for more than three
years. In addition, our acquisition of NDI has provided us with GaAs HBT process
technology, which has opened new power amplifier opportunities and complements
our 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 products. Our
ultra-high-efficiency GaAs PHEMT switch ICs integrate logic elements, making
their usage even easier for our OEM customers. The GaAs HBT process has not been
suitable for switches.
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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 for several handset OEMs.
Multi-Chip Modules. Multi-chip modules combine various semiconductor processes,
such as HBT, PHEMT and RF discrete semiconductors, in a single module-based
platform. The result is an easy-to-manufacture solution that enables broadband
and wireless OEMs to reduce design complexity and dramatically shorten their
product development cycle.
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 improved power efficiency and miniaturization, and are being
increasingly used in wireless communications infrastructure. Additionally,
ceramic products are essential to the broadband market through their presence in
point-to-point radios, fiber optics and CATV HFC (cable television hybrid fiber
coax system) networks. Ceramic products are also critical in the
frequency-determining portions of DBS/VSAT (digital broadcast satellite/very
small aperture terminal) receivers, radar detectors and intrusion alarms.
MARKETING AND DISTRIBUTION
We sell our products through independent manufacturers' representatives and
distribution partners, and through a direct sales staff. We sell through 12
domestic and 19 international independent manufacturers' representative
organizations. We also distribute product through a global organization that is
franchised throughout portions of the world, and through two organizations that
focus primarily on the North American market. Our field support management staff
oversees our manufacturers' representatives and distributors 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
emerging wireless and broadband 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, 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
maintain close collaborative relationships with many of our customers to help us
identify market demands and target our development efforts to meet those
demands. We are focusing our development efforts on new products, design tools
and manufacturing processes in our Semiconductor Products segment using our core
technologies. We strive to improve existing product performance, improve design
and manufacturing processes and reduce costs. The introduction of our aiIP
technique and Alpha-2 multi-chip
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module packaging technology during fiscal 2001 is evidence of our focus in this
area. Further evidence of our commitment to R&D is our introduction of the
world's first tri-band power amplifier module employing InGaP HBT process
technology and the introduction of breakthrough switch/filter technology for
wireless handsets. The switch/filter products combine multiple functions in a
single, module-based platform and utilize our aiIP technique.
GaAs HBT Capabilities. On April 24, 2000, we acquired NDI of Sunnyvale,
California. The acquisition provided a production-ready InGaP HBT process,
enabling the production of high efficiency HBT power amplifiers for wireless
telephone handsets. GaAs HBT process technology works at higher frequencies and
requires less power to transmit signals than traditional silicon semiconductors,
and it provides greater efficiency and linearity than GaAs MESFET devices. For
cellular telephones, this permits smaller handsets and longer talk-time between
battery charges. HBT power amplifiers are also particularly well suited for use
in the emerging wireless and broadband markets. The addition of a line of GaAs
HBT products has complemented our existing GaAs PHEMT and GaAs MESFET devices,
enabling us to offer our customers the full range of currently available GaAs
processes for use in wireless telephone handsets, wireless data applications and
broadband data applications.
During the second quarter of fiscal 2001, we shipped our first volume order of a
new family of broadband amplifiers, the first products based on our advanced
InGap HBT technology, for use in a wide range of wireless and broadband
applications.
Our R&D expenditures for fiscal 2001, 2000 and 1999 were $36.0 million, $25.3
million and $15.9 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. We do not carry
significant inventories and have long-term supply contracts with only a limited
number of our 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
generally 30 days in the domestic market and 60 days in foreign markets.
CUSTOMERS
During fiscal 2001, Motorola, Inc. and Ericsson accounted for approximately 26%
and 11%, respectively, of our total sales.
COMPETITIVE CONDITIONS
We compete on the basis of price, performance, quality, reliability, size,
ability to meet delivery requirements and customer service and support. However,
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 we do. We also
face competition from a number of smaller companies. In addition, our customers,
particularly our largest customers, may have or could acquire the
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capability to develop or manufacture products competitive with those that have
been or may be developed or manufactured by us.
PATENTS AND TRADEMARKS
We own certain patents and have other patent applications under preparation or
pending. However, we believe that our technological position depends primarily
on our 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 such orders can be
easily modified or cancelled by the customer and we believe it is a better
practice to limit bookings in this manner. On this basis, we believe all orders
in our backlog to be firm. However, current market conditions make predictions
about future operations particularly difficult. While we believe all orders in
our backlog to be firm, our operating results have been materially and adversely
affected in the past by deferral and cancellation of orders as a result of
changes in customer requirements.
We have backlog of undelivered orders on April 1, 2001 of approximately $38.7
million compared with $55.7 million on April 2, 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 during fiscal 2001:
NAME AGE POSITION
George S. Kariotis 78 Chairman Emeritus and Director
Thomas C. Leonard 66 Chairman of the Board of Directors
David J. Aldrich 44 President, Chief Executive Officer and Director
Paul E. Vincent 53 Vice President, Treasurer, Secretary and Chief Financial Officer
Jean-Pierre Gillard 57 Vice President
Richard Langman 54 Vice President and President of Trans-Tech, Inc.
Bruce Nonnemaker 54 Vice President
All officers serve until the next Board of Directors meeting following the
Annual Meeting of Stockholders scheduled for September 10, 2001, or until their
successors are elected and qualified. No officer was elected pursuant to any
arrangement or understanding.
George S. Kariotis was elected Chairman Emeritus in April 2000. Prior to this
election, Mr. Kariotis served as Chairman of the Board and Chief Executive
Officer from our inception in 1962 to 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
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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. Mr. Kariotis served as Chairman of the Board since
his re-election in 1983 up until his election to Chairman Emeritus in April
2000. Mr. Kariotis has been a Director since 1962 and continues to serve in that
capacity.
Thomas C. Leonard was elected Chairman of the Board in April 2000. Prior to his
election, Mr. Leonard served as Chief Executive Officer since July 1996. Mr.
Leonard also served as our President from July 1996 to September 1999. In August
1996, Mr. Leonard was elected a Director. Mr. Leonard joined us in 1992 as a
division General Manager, and, 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.
David J. Aldrich was elected President, Chief Executive Officer and a member of
the Board of Directors in April 2000. Mr. Aldrich joined us in 1995 as Vice
President, Chief Financial Officer and Treasurer. He served as Vice President
and General Manager of the Semiconductor Products segment until his election in
September 1999 to President and Chief Operating Officer. 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.
Paul E. Vincent joined us as Controller in 1979 and has been Vice President and
Chief Financial Officer since January 1997. Mr. Vincent was elected Secretary in
September 1999. Prior to joining us, Mr. Vincent worked at Applicon Incorporated
and, prior to that, Arthur Andersen & Co. Mr. Vincent is a CPA.
Richard Langman joined us in January 1997 as Vice President, and as 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.
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.
Bruce Nonnemaker joined us in 1997 as Director of Operations for the
Semiconductor Products segment. Mr. Nonnemaker served in this capacity until his
election to Vice President, Operations in September 1999. Prior to joining us,
Mr. Nonnemaker held senior operations management positions at Digital Equipment
Corporation. Before this, he held senior operations positions at Western
Digital, Commodore Computer and Solid State Scientific.
EMPLOYEES
As of April 1, 2001, we employed approximately 1,120 persons, compared with
1,090 persons as of April 2, 2000.
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 the capacity required to better serve the wireless and
broadband markets as demand continues to grow. In September 1999, we announced
the completion of the first phase of a major expansion program to enhance and
expand the available clean room space in our GaAs IC fabrication facility in
Woburn, Massachusetts. The new clean room space is complete and in use, and
additional manufacturing equipment has been installed and brought to full
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operation. The second phase, which involved the installation of additional
production equipment within the existing facility, has also been completed. The
third phase of the expansion program involves the creation of a GaAs IC line
that will allow the manufacture of product on six-inch wafers. We are in the
initial stages of development of this production line and expect to complete
this phase within twelve to fifteen months.
a) We own a 158,000 square foot building in Woburn, Massachusetts. This facility
houses our primary GaAs IC fabrication facility and our corporate headquarters.
We doubled output capacity in this facility in 1999 and again in 2000. The
completion of the six-inch GaAs IC production line will enable us to double
capacity for a third time at this location.
b) We own a 125,000 square foot facility in Haverhill, Massachusetts. This
facility was purchased in September 2000 and provides additional manufacturing
and office space. Initial operations at this site commenced in January 2001 and
include design engineering as well as GaAs IC, silicon semiconductor and
multi-chip module assembly and testing.
c) We lease a 27,000 square foot building in Sunnyvale, California. This
facility houses our second GaAs IC fabrication facility and was acquired in our
purchase of Network Device, Inc. in April 2000.
d) We own a 92,000 square foot facility in Adamstown, Maryland. This facility is
occupied by a subsidiary, and is our primary electrical ceramic product
manufacturing facility. During 2000, we began expanding the capacity of this
facility to meet increased demand for its products. We are in the final stages
of this expansion project and expect to complete the project by the end of
calendar year 2001.
e) We lease a 33,000 square foot facility in Frederick, Maryland. This building
is used to manufacture ceramic components, including filters.
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 this environmental matter will
not have a material effect on our operations.
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 April 1, 2001.
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PART II
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
In April 2000, we issued an aggregate 2.67 million shares of common stock to all
shareholders of NDI in exchange for all outstanding shares of NDI, pursuant to
an exemption from registration under Section 3(a)(10) of the Securities Act of
1933, as amended.
Our common stock is traded on the NASDAQ National Market under the symbol AHAA.
The number of stockholders of record as of May 31, 2001 was approximately 950.
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
practice 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 agreement. See Notes 4 and 6
to the Consolidated Financial Statements beginning on pages 30 and 34,
respectively, for information regarding dividend restrictions and the stock
split.
The following table sets forth high and low market prices for our common stock
for the periods indicated.
HIGH LOW
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FISCAL YEAR ENDED APRIL 1, 2001:
First quarter.................................... $63.875 $35.000
Second quarter................................ 50.438 32.000
Third quarter................................... 54.000 24.750
Fourth quarter................................. 35.938 13.938
FISCAL YEAR ENDED APRIL 2, 2000:
First quarter.................................... $23.125 $ 8.938
Second quarter.................................. 28.906 21.500
Third quarter................................... 33.125 23.875
Fourth quarter.................................. 74.734 27.016
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
ITEM 6 SELECTED FINANCIAL DATA
You should read the data set forth below in conjunction with Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and related notes
appearing elsewhere in this Annual Report on Form 10-K. The selected
consolidated financial data set forth below as of April 1, 2001 and April 2,
2000 and for the fiscal years ended April 1, 2001, April 2, 2000 and March 28,
1999 has been derived from our audited consolidated financial statements and are
included elsewhere in this Annual Report on Form 10-K. The selected consolidated
financial data set forth below as of March 28, 1999, March 29, 1998 and March
30, 1997 and for the years ended March 29, 1998 and March 30, 1997 has been
derived from our consolidated financial statements that are not included in this
Annual Report on Form 10-K.
On April 24, 2000, we completed our acquisition of privately-held NDI. The
acquisition has been accounted for as a pooling-of-interests and accordingly,
all prior period consolidated financial data set forth below has been restated
to include the combined results of operations, financial position and cash flows
of NDI.
FISCAL YEAR
2001 2000 1999 1998 1997
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(In thousands, except per share amounts
and financial ratios)
RESULTS OF OPERATIONS
Sales ....................................... $271,568 $186,402 $126,413 $116,881 $ 85,253
Net income (loss) ........................... 33,373 17,982 19,263 10,161 (15,572)
Per share data
Net income (loss) basic ................... $ 0.78 $ 0.44 $ 0.56 $ 0.31 $ (0.48)
Net income (loss) diluted ................. $ 0.75 $ 0.42 $ 0.54 $ 0.30 $ (0.48)
Weighted average common shares basic ...... 43,029 40,659 34,314 33,268 32,208
Weighted average common shares diluted .... 44,752 42,822 35,406 34,088 32,208
FINANCIAL RATIOS
Return (based on net income (loss))
On sales .................................. 12.3% 9.6% 15.2% 8.7% (18.3)%
On average assets ......................... 10.8% 9.0% 18.1% 12.4% (21.1)%
On average equity ......................... 12.3% 10.7% 23.3% 16.7% (28.9)%
Current ratio ............................... 6.94 6.15 3.45 3.24 3.35
Long-term debt to equity .................... 0.1% 0.1% 0.8% 2.3% 7.2%
FINANCIAL POSITION
Working capital ............................. $188,288 $170,357 $ 51,154 $ 38,620 $ 32,647
Additions to property, plant and equipment... 54,748 39,660 20,793 13,037 7,963
Total assets ................................ 337,019 281,024 120,683 92,524 71,979
Long-term debt .............................. 235 345 713 1,625 3,606
Long-term capital lease obligations ......... -- -- -- -- 8
Stockholders' equity ........................ 299,178 242,093 94,252 71,287 50,108
OTHER STATISTICS
New orders (net of cancellations) ........... 254,600 203,500 126,500 121,100 81,300
Backlog at year end ......................... $ 38,700 $ 55,700 $ 36,900 $ 36,800 $ 32,500
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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 the wireless and broadband communications markets.
During our second quarter ended October 1, 2000, we reorganized into two
reportable segments based on management's methods of evaluating operations and
performance. Our reportable segments are: Semiconductor Products and Ceramic
Products.The Semiconductor Products segment is comprised of two of the Company's
former segments: Wireless Semiconductor Products and Application Specific
Products. A description of the reportable segments follows:
The Semiconductor Products segment designs and manufactures gallium arsenide
integrated circuits, other discrete semiconductors and multi-chip modules
primarily for the global wireless communications and broadband markets. This
segment represented 82.7% of our total sales in fiscal 2001.
The Ceramic Products segment designs and manufactures technical ceramic and
magnetic products primarily for the global wireless infrastructure and broadband
markets. This segment represented 17.3% of our total sales in fiscal 2001.
On April 24, 2000, we completed our acquisition of privately-held Network
Device, Inc. (NDI) of Sunnyvale, California. Approximately 2.67 million shares
of common stock of the Company were exchanged for all outstanding shares of NDI.
Approximately 185,000 shares of Company stock were reserved for the conversion
of NDI stock options into Company options. The acquisition has been accounted
for as a pooling-of-interests and accordingly, all prior period consolidated
financial statements and related notes to the consolidated financial statements
have been restated to include the combined results of operations, financial
position and cash flows of NDI.
Our customers include leading OEMs in the wireless and broadband communications
industry and their principal suppliers. During fiscal 2001, sales to our 15
largest customers accounted for 69.1% of our total sales. During that period,
sales to Motorola and Ericsson accounted for 26.0% and 11.3%, respectively, of
total sales.
RESULTS OF OPERATIONS
The following table shows our statement of operations data expressed as a
percentage of sales for the periods indicated:
YEARS ENDED
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APRIL 1, 2001 APRIL 2, 2000 MARCH 28, 1999
------------- ------------- --------------
Sales............................................................ 100.0% 100.0% 100.0%
Cost of sales.................................................... 55.8 56.6 56.4
----- ----- -----
Gross margin..................................................... 44.2 43.4 43.6
Research and development expenses................................ 13.3 13.6 12.6
Selling and administrative expenses.............................. 15.9 18.3 18.8
----- ----- -----
Operating income................................................. 15.0 11.5 12.2
Other income, net................................................ 3.2 3.1 1.0
----- ----- -----
Income before income taxes....................................... 18.1 14.6 13.2
Provision (benefit) for income taxes............................. 5.9 5.0 (2.0)
----- ----- -----
Net income....................................................... 12.3% 9.6% 15.2%
===== ===== =====
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
FISCAL YEARS ENDED APRIL 1, 2001, APRIL 2, 2000 AND MARCH 28, 1999
Sales. Sales increased 45.7% to $271.6 million in fiscal 2001 from $186.4
million in fiscal 2000. The increase is principally the result of high growth
experienced by our Semiconductor and Ceramic Products segments during the first
nine months of fiscal 2001 as demand for wireless and broadband products
increased during this period. During the fourth quarter of fiscal 2001, a
downturn in the wireless and broadband markets resulted in lower quarterly
sales, reducing the overall increase in sales during fiscal 2001 when compared
to fiscal 2000. Sales increased 47.5% to $186.4 million in fiscal 2000 from
$126.4 million in fiscal 1999. The increase was primarily attributable to
increased demand for wireless products, as well as demand for products in
emerging broadband data applications. Sales of products for the defense market
decreased to 6.5% of total sales in fiscal 2001 from 7.7% in fiscal 2000 and
17.2% in 1999, as we continue to exit the defense market by offering last time
buys to our customers and concluding existing contracts. Deliveries to Motorola
represented 26.0% of our total sales in fiscal 2001 compared to 34.1% in fiscal
2000 and 28.1% in fiscal 1999. Deliveries to Ericsson represented 11.3% of our
total sales in fiscal 2001 and represented less than 10% of our total sales in
fiscal 2000 and fiscal 1999.
Gross Profit. Gross profit increased 48.4% to $119.9 million in fiscal 2001 from
$80.8 million in fiscal 2000. Gross margin increased to 44.2% in fiscal 2001
from 43.4% in fiscal 2000. These increases were primarily attributable to our
continued ability to leverage capacity and improve operating efficiencies in
both our Semiconductor and Ceramic Products segments during the first nine
months of fiscal 2001, offset by the effect of high fixed costs on lower sales
experienced in the fourth quarter of fiscal 2001. Gross profit increased 46.6%
to $80.8 million in fiscal 2000 from $55.1 million in fiscal 1999. The increase
in gross profit was primarily a result of increased sales, as well as improved
operating efficiencies in our Semiconductor and Ceramic Products segments, as
both continued to leverage capacity and improve yields. Gross margin decreased
slightly to 43.4% in fiscal 2000 from 43.6% in fiscal 1999. The slight decrease
in gross margin was attributable to our acquisition of NDI on April 24, 2000.
NDI experienced a negative gross margin during fiscal 2000 as it initiated a
ramp in production during this period without the offsetting sales volume.
Research and Development Expenses. Research and development expenses increased
42.2% to $36.0 million or 13.3% of sales in fiscal 2001 from $25.3 million or
13.6% of sales in fiscal 2000. The increase in research and development expenses
is primarily attributable to our ongoing development of processes and
applications within our Semiconductor Products segment in order to address our
targeted markets: wireless and broadband. More than 90% of our total research
and development spending in fiscal 2001 was within the Semiconductor Products
segment. Research and development expenses increased 58.9% to $25.3 million or
13.6% of sales in fiscal 2000 from $15.9 million or 12.6% of sales in fiscal
1999. The increase in research and development expenses was primarily
attributable to the development of processes and applications in the
Semiconductor Products segment.
Selling and Administrative Expenses. Selling and administrative expenses
increased 26.8% to $43.3 million or 15.9% of sales in fiscal 2001 from $34.1
million or 18.3% of sales in fiscal 2000. Included in the $43.3 million is
approximately $1.8 million in one-time transaction costs associated with the
acquisition of NDI on April 24, 2000. Excluding these one-time costs, selling
and administrative expenses for fiscal 2001 would have totaled $41.5 million or
15.3% of sales, an increase of 21.6% compared to fiscal 2000. The increase in
selling and administrative expenses was primarily attributable to increased
direct selling costs resulting from higher sales volumes, as well as increased
costs related to training and recruiting employees. Due to our continued ability
to support our sales growth without incurring substantial additional costs,
selling and administrative expenses as a percentage of sales declined in fiscal
2001 when compared to fiscal 2000.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
Selling and administrative expenses increased 43.7% to $34.1 million or 18.3% of
sales in fiscal 2000 from $23.7 million or 18.8% of sales in fiscal 1999. The
increase in selling and administrative expenses was attributable to increased
sales commissions and direct selling costs resulting from higher sales volumes,
as well as increased expenses related to training, recruiting and an increased
sales force. As a result of our ability to support our sales growth without
incurring substantial additional costs, selling and administrative expenses as a
percentage of sales declined in fiscal 2000 over fiscal 1999.
Other Income, Net. Other income, net, increased 47.1% to $8.6 million or 3.2% of
sales in fiscal 2001 from $5.9 million or 3.1% of sales in fiscal 2000. The
increase in other income, net, was primarily attributable to an increase in
interest income as a result of higher average levels of cash, cash equivalents
and short-term investments. Other income, net, more than quadrupled to $5.9
million or 3.1% of sales in fiscal 2000 from $1.2 million or 1.0% of sales in
fiscal 1999. The increase was also primarily the result of considerably higher
levels of cash, cash equivalents and short-term investments.
Provision (Benefit) for Income Taxes. The provision for income taxes in fiscal
2001 was $15.9 million compared to $9.3 million in fiscal 2000. The fiscal 2001
provision reflects a tax rate of approximately 32% compared to a tax rate of 34%
in fiscal 2000. The decrease in the fiscal 2001 tax rate is primarily the result
of research and development tax credits utilized in fiscal 2001. The $2.6
million benefit reflected in fiscal 1999 reflects a 10% tax rate offset by a
$3.3 million tax benefit. 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.
BUSINESS SEGMENTS
The table below displays sales and operating income by business segment for
fiscal 2001, 2000 and 1999. See Note 10 to the consolidated financial
statements.
YEARS ENDED
APRIL 1, APRIL 2, MARCH 28,
2001 2000 1999
-------- -------- ---------
(in thousands)
SALES
Semiconductor Products..... $224,560 $150,348 $100,873
Ceramic Products .......... 47,008 36,054 25,540
-------- -------- --------
$271,568 $186,402 $126,413
======== ======== ========
OPERATING INCOME
Semiconductor Products..... $ 33,496 $ 16,761 $ 13,580
Ceramic Products .......... 7,164 4,632 1,879
-------- -------- --------
$ 40,660 $ 21,393 $ 15,459
======== ======== ========
Semiconductor Products. Sales for the Semiconductor Products segment increased
49.4% to $224.6 million in fiscal 2001 from $150.3 million in fiscal 2000. The
increase was primarily attributable to increased demand and penetration into our
two targeted markets, wireless communications and broadband during the first
nine months of fiscal 2001. During the fourth quarter of fiscal 2001, a downturn
in the wireless and broadband markets resulted in lower quarterly sales,
reducing the overall increase in sales during fiscal 2001. Sales for the
Semiconductor Products segment increased 49.0% to $150.3 million in fiscal 2000
from $100.9 million in fiscal 1999. The increase reflects a growing wireless
market to include data, increased market penetration and gains in market share.
Operating income for the Semiconductor Products segment increased 99.8% to $33.5
million in fiscal 2001 from $16.8 million in fiscal 2000. Included in the $33.5
million is approximately $1.8 million in one-time transaction costs associated
with the acquisition of NDI. Excluding these one-time costs, operating income
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
for fiscal 2001 would have totaled $35.3 million, an increase of 110.5% when
compared to fiscal 2000. The increase was primarily attributable to increased
sales and improved operating efficiencies as this segment continued to leverage
capacity, improve yields and control selling and administrative costs. Operating
income for the Semiconductor Products segment increased 23.4% to $16.8 million
in fiscal 2000 from $13.6 million in fiscal 1999. The increase was primarily
attributable to increased sales and improved operating efficiencies as this
segment continued to leverage capacity and control material costs. Additionally,
as this segment continued its development of processes and applications for the
wireless and broadband markets, it was able to control administrative costs.
Ceramic Products. Sales for the Ceramic Products segment increased 30.4% to
$47.0 million in fiscal 2001 from $36.1 million in fiscal 2000. The increase was
primarily due to growth in demand and increased penetration in the wireless
infrastructure and broadband markets for the first nine months of fiscal 2001.
During the fourth quarter of fiscal 2001, a downturn in the wireless and
broadband markets resulted in lower quarterly sales, reducing the overall
increase in sales during fiscal 2001. Sales for the Ceramic Products segment
increased 41.2% to $36.1 million in fiscal 2000 from $25.5 million in fiscal
1999. The increase in sales was primarily attributable to growth in wireless
infrastructure combined with added customer penetration, as well as an
increasing demand from emerging broadband customers.
Operating income for the Ceramic Products segment increased 54.7% to $7.2
million in fiscal 2001 from $4.6 million in fiscal 2000. The increase in
operating income was primarily the result of increased sales and improved
operating efficiencies, including the leveraging of existing capacity and the
investment in more cost-effective equipment. Operating income for the Ceramic
Products segment more than doubled to $4.6 million in fiscal 2000 from $1.9
million in fiscal 1999. The increase in operating income was primarily
attributable to an increase in sales and improved operating efficiencies,
including the leveraging of capacity and increased manufacturing automation.
LIQUIDITY AND CAPITAL RESOURCES
As of April 1, 2001, we had working capital of $188.3 million, including $153.8
million in cash, cash equivalents and short-term investments. In fiscal 2001,
operations generated $57.6 million of cash primarily attributable to net income
of $33.4 million. In addition, we effectively managed working capital as
evidenced by an increase in average annual inventory turns to 11.0 in fiscal
2001 compared to 10.2 in fiscal 2000, and by a decrease in average annual days
sales outstanding to 48 days in fiscal 2001 compared to 56 days in fiscal 2000.
Capital expenditures during fiscal 2001 totaled $54.7 million. Of the $54.7
million, approximately $48.4 million was related to the Semiconductor Products
segment as we continued our investment in the semiconductor GaAs wafer
fabrication operation and the integrated circuit and discrete semiconductor
assembly and test areas. Of the $48.4 million, $12.3 million relates to the
purchase of a 125,000 square foot facility in Haverhill, Massachusetts. This
facility was purchased in September 2000 and provides additional manufacturing
and office space. Initial operations at this site commenced in January 2001 and
include design engineering as well as GaAs IC, silicon semiconductor and
multi-chip module assembly and testing. The relocation of these operations to
the Haverhill facility has provided additional space for the expansion of
fabrication operations at our facility in Woburn, Massachusetts.
In September 1999, we announced the completion of the first phase of a major
expansion program to enhance and expand the available clean room space in our
GaAs IC facility in Woburn, Massachusetts. The new clean room space is complete
and in use, and additional manufacturing equipment has been installed and
brought to full operation. The second phase, which involved the installation of
additional production equipment within the existing facility, has been
completed. The third phase of the expansion program involves the creation of a
GaAs IC line that will allow the manufacture of product on six-inch wafers. We
are in the initial stages of development of this six-inch wafer production line,
which we estimate will cost approximately $30 million dollars. We expect to
complete this phase within twelve to fifteen months. Once
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
this new six-inch wafer production line is in operation, we plan to convert our
existing four-inch wafer production areas to six-inch, as future demand
requires. Improvements in manufacturing capabilities at our ceramics facilities
accounted for approximately $6.3 million of capital expenditures.
In November 2000, we extended our $10 million revolving credit agreement through
November 15, 2002. The revolving credit agreement had an initial expiration date
of October 31, 2000. There were no borrowings under this agreement at April 1,
2001. We expect to continue to maintain a debt facility upon expiration of the
existing credit agreement.
In June 1999, we completed a public offering of our common stock that raised net
proceeds of $109.4 million. Substantially all of the proceeds were invested in
commercial paper and securities issued by various federal agencies and
corporations. 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.
On April 24, 2000, we announced the completion of our acquisition of
privately-held Network Device, Inc. based in Sunnyvale, California.
Approximately 2.67 million shares of common stock of the Company were exchanged
for all outstanding shares of NDI. Approximately 185,000 shares of Company stock
were reserved for the conversion of NDI stock options into Company options. The
acquisition has been accounted for as a pooling-of-interests.
We believe that anticipated cash from operations, available funds and borrowings
under our revolving credit agreement, together with the net proceeds from our
fiscal 1999 stock offering, will be adequate to fund our currently planned
working capital and capital expenditure requirements at least through fiscal
2002.
OTHER MATTERS
Inflation did not have a significant impact upon our results of operations
during the three-year period ended April 1, 2001.
On April 1, 2001, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Instruments" and SFAS No. 138, "Accounting for Certain Derivative Instruments
and Certain Hedging Activities," an amendment to SFAS No. 133. The adoption of
these statements had no material effect on our consolidated financial position,
results of operations or cash flows.
FORWARD-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. 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
CURRENT MARKET CONDITIONS MAKE IT ESPECIALLY DIFFICULT TO PREDICT OPERATING
RESULTS. Our operating results have been materially and adversely affected in
the past by the failure of anticipated orders to be realized and by deferrals
and cancellations of orders as a result of changes in customer requirements.
Current market conditions make predictions of future operations particularly
difficult. These factors include, but are not limited to, the following:
- significant variations in and unpredictability of customer orders;
- more frequent customer requests for order cancellations and deferrals
- customers' inability to make accurate forecasts or predictions of
their future requirements; and
- customers' increased efforts to minimize their inventories and attain
just-in-time delivery.
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 significantly decreases its orders, our business would
be materially and adversely affected. In fiscal 2001, sales to our five largest
customers accounted for 52.9% of our sales, with Motorola and Ericsson
accounting for 26.0% and 11.3% of sales, respectively. 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 and the length and
timing of the product cycle of the OEM's product. We are also subject to sales
variations arising from our OEM customers' inventory management. Our operating
results have been materially affected and will probably be affected in the
future by unexpected changes in our OEM customers' order patterns.
DIFFICULTIES IN PRODUCTION WOULD ADVERSELY AFFECT OUR OPERATING RESULTS. Our
products are very complex, have sophisticated designs and are manufactured using
complex process technologies. Difficulties in production can occur which would
limit our ability to ship product and adversely affect our operating results. 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.
OUR OPERATING RESULTS ARE DEPENDENT ON THE DEVELOPMENT OF NEW PRODUCTS AND ON
OUR ABILITY TO INCREASE PRODUCT REVENUE PER PLATFORM. Our future success will
depend on our ability to develop new products in a timely and cost-effective
manner and on our continued ability to increase product revenue per platform.
The development of our new products is highly complex. We have sometimes
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 AND
BROADBAND COMMUNICATIONS INDUSTRY WOULD IMPAIR OUR GROWTH. The wireless and
broadband communications markets are characterized by frequent introductions of
new products, services and protocols. New products, services and protocols
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 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
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
engaged in the business of designing, manufacturing and selling integrated
circuits, discrete semiconductors and ceramic products, as well as suppliers of
other discrete products. For example, we compete with our largest customer in
the production of power amplifiers. 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.
Many of our existing and potential competitors have strong market positions,
considerable internal manufacturing capacity, established intellectual property
rights and substantial technological capabilities. Moreover, a number 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 OR SERVICES FOR THE FABRICATION OF OUR PRODUCTS. We obtain 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 a small number of suppliers. In addition, we obtain some GaAs wafers from a
single external foundry, and we buy 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 and have long-term supply contracts with only a limited
number of our vendors. Our inability to obtain critical 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.
OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY. Our quarterly and annual
sales, earnings and other operating results have fluctuated significantly in the
past and may fluctuate significantly in the future primarily as a result of
variations in our customers' orders and the potential for delay or deferral of
customer implementation of our technology into their products.
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 products and
markets that require performance superior to that offered by silicon solutions.
WE FACE SIGNIFICANT CHALLENGES MANAGING OUR GROWTH. We have experienced periods
of significant growth, and expect to do so in the future. To manage our growth
effectively, we must continue to:
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
- 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. In response to this need, we have begun the
implementation of a conversion of our Woburn, Massachusetts GaAs IC fabrication
facility that will allow the manufacture of product on six-inch wafers. We also
purchased a 125,000 square foot facility in Haverhill, Massachusetts, which
provides additional manufacturing and office space for our Massachusetts
operations. We may be required to purchase significant additional equipment or
further expand our facilities in the future. 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.
OUR INTERNATIONAL SALES COULD DECLINE AS A RESULT OF CURRENCY EXCHANGE
FLUCTUATIONS AND OTHER FACTORS. Our sales outside of the United States were
approximately $133.7 million in fiscal 2001, $84.8 million in fiscal 2000, and
$45.8 million in fiscal 1999. Because most of our foreign sales are denominated
in United States dollars, our products, particularly our ceramic 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 are
subject to export controls. Although we have not experienced any difficulty in
obtaining necessary export 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
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
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 trade secrets and intellectual
property. The laws of certain foreign countries in which our products are or may
be developed, manufactured or sold may not protect our trade secrets or
intellectual property rights to the same extent as do the laws of the United
States. This may make the possibility of misappropriation of our technology and
trade secrets more likely. We cannot assure you that the steps taken by us to
protect our trade secrets and intellectual property will be adequate to prevent
misappropriation of our technology.
OUR OPERATIONS COULD INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
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.
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, such as our acquisition of NDI. Acquisitions
involve numerous risks, including:
- difficulties in integrating operations, products and corporate
cultures;
- difficulties in completing the development of acquired technologies;
- difficulties in managing 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. 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 short-term
investments and financial instruments caused by fluctuations in investment
prices and interest rates.
INVESTMENT PRICE RISK
The fair value of the Company's short-term investment portfolio at April 1,
2001, 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 not considered 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 $235,000 at April 1, 2001. 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.
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Page
Consolidated Balance Sheets - April 1, 2001 and April 2, 2000........................................... 22
Consolidated Statements of Operations - Years ended April 1, 2001,
April 2, 2000 and March 28, 1999........................................................................ 23
Consolidated Statements of Cash Flows - Years ended April 1, 2001,
April 2, 2000 and March 28, 1999........................................................................ 24
Consolidated Statements of Stockholders' Equity - Years ended April 1, 2001,
April 2, 2000 and March 28, 1999........................................................................ 25
Notes to Consolidated Financial Statements.............................................................. 26
Independent Auditors' Report............................................................................ 43
- --------------------------------------------------------------------------------
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ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
APRIL 1, 2001 APRIL 2, 2000
- ------------------------------------------------------------------------------------------------------------
ASSETS
Current assets
Cash and cash equivalents ................................... $ 68,802 $ 21,620
Short-term investments ...................................... 84,982 124,990
Accounts receivable, trade, less allowance
for doubtful accounts of $921 and $796 .................. 36,984 33,844
Inventories (Note 3) ........................................ 15,661 11,916
Prepayments and other current assets ........................ 3,169 2,583
Prepaid income taxes ........................................ 735 1,191
Deferred income taxes ....................................... 9,668 7,261
-------- --------
Total current assets ............................... 220,001 203,405
-------- --------
Property, plant and equipment
Land, building and improvements ............................. 50,328 32,456
Machinery and equipment ..................................... 142,115 110,106
-------- --------
192,443 142,562
Less-accumulated depreciation and amortization .............. 78,247 67,042
-------- --------
114,196 75,520
-------- --------
Other assets ................................................... 2,822 2,099
-------- --------
Total assets ....................................... $337,019 $281,024
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt (Note 4) ............... $ 129 $ 3,011
Accounts payable ............................................ 20,820 20,537
Accrued liabilities
Payroll and related expenses ............................ 7,283 6,975
Other ................................................... 3,481 2,525
-------- --------
Total current liabilities .......................... 31,713 33,048
-------- --------
Long-term debt (Note 4) ........................................ 235 345
Other long-term liabilities .................................... 2,081 2,237
Deferred income taxes .......................................... 3,812 3,301
-------- --------
Total liabilities .................................. 37,841 38,931
-------- --------
Commitments and contingencies (Note 8)
Stockholders' equity (Notes 4 and 6)
Common stock par value $0.25 per share; authorized
100,000,000 shares; issued 43,520,880 and 42,576,518..... 10,880 10,644
Additional paid-in capital .................................. 221,147 197,711
Retained earnings ........................................... 67,179 33,806
-------- --------
299,206 242,161
Less - Treasury shares 26,539 and 64,786 at cost ............ 28 68
-------- --------
Total stockholders' equity ......................... 299,178 242,093
-------- --------
Total liabilities and stockholders' equity ......... $337,019 $281,024
======== ========
- ------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22
23
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
YEARS ENDED
APRIL 1, APRIL 2, MARCH 28,
2001 2000 1999
- --------------------------------------------------------------------------------------------------------------
Sales ............................................ $ 271,568 $ 186,402 $ 126,413
--------- --------- ---------
Cost of sales .................................... 151,632 105,566 71,280
Research and development expenses ................ 36,026 25,336 15,947
Selling and administrative expenses .............. 43,250 34,107 23,727
--------- --------- ---------
Total operating expenses ............. 230,908 165,009 110,954
--------- --------- ---------
Operating income ................................. 40,660 21,393 15,459
Other income (expense)
Interest expense ............................. (56) (223) (267)
Interest income .............................. 8,733 6,685 1,552
Other expense, net ........................... (67) (608) (42)
--------- --------- ---------
Total other income, net .............. 8,610 5,854 1,243
--------- --------- ---------
Income before income taxes ....................... 49,270 27,247 16,702
Provision (benefit) for income taxes (Note 5)..... 15,897 9,265 (2,561)
--------- --------- ---------
Net income ....................................... $ 33,373 $ 17,982 $ 19,263
========= ========= =========
Basic earnings per share ......................... $ 0.78 $ 0.44 $ 0.56
========= ========= =========
Diluted earnings per share ....................... $ 0.75 $ 0.42 $ 0.54
========= ========= =========
Shares used in computing:
Basic earnings per share ......................... 43,029 40,659 34,314
========= ========= =========
Diluted earnings per share ....................... 44,752 42,822 35,406
========= ========= =========
- --------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
23
24
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
YEARS ENDED
APRIL 1, APRIL 2, MARCH 28,
2001 2000 1999
- ------------------------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATIONS:
Net income .......................................................... $ 33,373 $ 17,982 $ 19,263
Adjustments to reconcile net income to net cash provided
by operations:
Depreciation and amortization of property, plant and equipment:... 16,010 10,681 8,257
Deferred income taxes ............................................ (1,896) 658 (4,618)
Amortization of unearned compensation - restricted stock ......... -- 14 90
Gain on sales of property, plant and equipment ................... (61) -- --
Loss on sales and retirements of property, plant and equipment ... 3 544 12
(Increase) decrease in other assets .............................. (723) (605) 469
Increase (decrease) in other long-term liabilities ............... (156) 573 (706)
Issuance of treasury stock to 401(k) plan ........................ 1,512 1,120 960
Changes in operating assets and liabilities:
Accounts receivable .......................................... (3,140) (10,791) (4,553)
Inventories .................................................. (3,745) (3,117) (858)
Prepayments and other current assets ......................... (130) (2,853) (6)
Accounts payable ............................................. 283 9,321 5,491
Accrued liabilities .......................................... 16,263 9,902 (196)
--------- --------- ---------
Net cash provided by operations .................................. 57,593 33,429 23,605
--------- --------- ---------
CASH USED IN INVESTING:
Additions to property, plant and equipment excluding capital leases . (54,748) (39,660) (20,793)
Purchases of short-term investments ................................. (134,813) (226,242) (24,167)
Maturities of short-term investments ................................ 174,821 117,523 18,195
Proceeds from sale of property, plant and equipment ................. 120 60 34
--------- --------- ---------
Net cash used in investing ....................................... (14,620) (148,319) (26,731)
--------- --------- ---------
CASH PROVIDED BY FINANCING:
Payments on notes payable ........................................... (92) (1,169) (1,876)
(Payments on) proceeds from line of credit .......................... (2,900) 2,900 --
Payments on capital lease obligations ............................... -- -- (8)
Deferred charges related to long-term debt .......................... -- 28 16
Exercise of stock options ........................................... 6,579 3,393 1,724
Proceeds from sale of stock ......................................... 622 116,196 225
--------- --------- ---------
Net cash provided by financing ................................... 4,209 121,348 81
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents ................ 47,182 6,458 (3,045)
Cash and cash equivalents, beginning of year ........................ 21,620 15,162 18,207
--------- --------- ---------
Cash and cash equivalents, end of year .............................. $ 68,802 $ 21,620 $ 15,162
========= ========= =========
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental disclosure of non-cash operating activities:
Tax benefit from the exercise of stock options ...................... $ 14,840 $ 7,027 $ 703
========= ========= =========
Compensation expense ................................................ $ 159 $ 2,109 $ --
========= ========= =========
Supplemental cash flow disclosures:
Cash paid for income taxes .......................................... $ 2,380 $ 3,300 $ 915
========= ========= =========
Cash paid for interest .............................................. $ 119 $ 191 $ 265
========= ========= =========
The accompanying notes are an integral part of these financial statements.
24
25
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
RETAINED UNEARNED
ADDITIONAL EARNINGS COMPENSATION
COMMON STOCK PAID-IN (ACCUMULATED TREASURY RESTRICTED
SHARES PAR VALUE CAPITAL DEFICIT) STOCK STOCK
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, March 29, 1998 as previously
reported ................................ 31,635 $ 7,908 $ 51,486 $ (3,214) $ (315) $ (43)
Adjustment for pooling of interests ... 2,665 666 21,614 (225) -- --
--------- --------- --------- --------- --------- ---------
Balance, March 29, 1998 as restated ..... 34,300 8,574 73,100 (3,439) (315) (43)
Net income .............................. -- -- -- 19,263 -- --
Employee Stock Purchase Plan ............ 52 13 212 -- -- --
Issuance of restricted stock ............ 12 3 58 -- -- (61)
Amortization of unearned compensation
restricted stock ...................... -- -- -- -- -- 90
Issuance of 175,828 treasury shares
to 401(k) plan ........................ -- -- 778 -- 182 --
Exercise of stock options ............... 404 102 1,622 -- -- --
Tax benefit from the exercise of
stock options ......................... -- -- 703 -- -- --
--------- --------- --------- --------- --------- ---------
Balance at March 28, 1999 ............... 34,768 8,692 76,473 15,824 (133) (14)
Net income .............................. -- -- -- 17,982 -- --
Employee Stock Purchase Plan ............ 21 5 283 -- -- --
Amortization of unearned compensation
restricted stock ...................... -- -- -- -- -- 14
Issuance of 59,972 treasury shares to
401(k) plan ........................... -- -- 1,055 -- 65 --
Exercise of stock options ............... 1,159 290 3,103 -- -- --
Tax benefit from the exercise of
stock options ......................... -- -- 7,027 -- -- --
Compensation expense .................... -- -- 2,109 -- -- --
Proceeds from stock offering ............ 6,629 1,657 107,661 -- -- --
--------- --------- --------- --------- --------- ---------
Balance at April 2, 2000 ................ 42,577 10,644 197,711 33,806 (68) --
Net income .............................. -- -- -- 33,373 -- --
Employee Stock Purchase Plan ............ 21 5 617 -- -- --
Issuance of 38,247 treasury shares to
401(k) plan ........................... -- -- 1,472 -- 40 --
Exercise of stock options ............... 923 231 6,348 -- -- --
Tax benefit from the exercise of stock
options ............................... -- -- 14,840 -- -- --
Compensation expense .................... -- -- 159 -- -- --
--------- --------- --------- --------- --------- ---------
Balance at April 1, 2001 ................ 43,521 $ 10,880 $ 221,147 $ 67,179 $ (28) $ --
========= ========= ========= ========= ========= =========
- ------------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
25
26
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.
Fiscal Year:
The Company's fiscal year ends on the Sunday closest to March 31. There
were 52 weeks in fiscal 2001 and 1999. There were 53 weeks in fiscal 2000.
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 from product sales is recorded when the product is shipped, when
persuasive evidence of an arrangement exists, when the price to the buyer
is fixed or determinable, and collectibility of the sales price is
reasonably assured. Provisions for product returns and allowances are
recorded in the same period as the related revenue.
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 and corporations 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.
26
27
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
calculated using 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 2001 and 2000, the Company removed $4.4 million and $6.0
million, respectively, 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 its carrying amount. The Company does not
currently 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.
Earnings Per 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, 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 is as follows:
YEARS ENDED
-----------------------------------------
APRIL 1, APRIL 2, MARCH 28,
2001 2000 1999
-------- -------- ---------
(in thousands)
Weighted average shares (basic) ...... 43,029 40,659 34,314
Effect of dilutive stock options ..... 1,723 2,163 1,092
------ ------ ------
Weighted average shares (diluted)..... 44,752 42,822 35,406
====== ====== ======
27
28
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
At April 1, 2001, April 2, 2000 and March 28, 1999, options to purchase
approximately 2.5 million, 7,000 and 3,000 shares, respectively, were
outstanding but not included in the computation of diluted earnings per
share because the exercise prices of the options were greater than the
average market prices of the Company's common stock during those periods.
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of:
The Company accounts for impairment of long-lived assets in accordance with
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." 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. This Statement has not had a material impact on the
Company's financial position, results of operations, or liquidity.
Stock Option Plans:
The Company accounts for its stock-based compensation under the provisions
of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees" and related interpretations and provides disclosure related
to its stock-based compensation under the provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation."
Comprehensive Income:
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 and comprehensive income for fiscal
2001, 2000 and 1999.
Recent Accounting Pronouncements:
On April 1, 2001, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Instruments" and SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging
Activities," an amendment to SFAS No. 133. The adoption of these standards
had no material effect on our consolidated financial position, results of
operations or cash flow.
28
29
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2 ACQUISITION OF NETWORK DEVICE, INC.
On April 24, 2000, the Company completed its acquisition of privately-held
Network Device, Inc. ("NDI") based in Sunnyvale, California. Approximately 2.67
million shares of common stock of the Company were exchanged for all outstanding
shares of NDI. Approximately 185,000 shares of Company stock were reserved for
the conversion of NDI stock options into Company options.
The acquisition has been accounted for as a pooling-of-interests and
accordingly, all prior period consolidated financial statements and related
notes to the consolidated financial statements have been restated to include the
combined results of operations, financial position and cash flows of NDI.
Prior to the merger, NDI's fiscal year ended on September 30. In recording the
business combination, NDI's prior period financial statements have been restated
to conform with the Company's year end.
The following information presents certain income statement data of the separate
companies for the prior periods reflected:
YEARS ENDED
-----------------------------
APRIL 2, MARCH 28,
2000 1999
-------- ---------
(in thousands)
Net sales:
Alpha Industries, Inc. ...... $ 184,705 $ 126,339
Network Device, Inc. ........ 2,642 74
Adjustments/ Eliminations.... (945) --
--------- ---------
$ 186,402 $ 126,413
========= =========
Net income (loss):
Alpha Industries, Inc. ...... $ 24,380 $ 21,490
Network Device, Inc. ........ (9,299) (3,515)
Adjustments/Eliminations .... 2,901 1,288
--------- ---------
$ 17,982 $ 19,263
========= =========
The effects of conforming NDI's accounting policies to those of the Company were
not material.
NOTE 3 INVENTORIES
APRIL 1, APRIL 2,
Inventories consisted of the following: 2001 2000
-------- --------
(in thousands)
Raw materials ..................... $ 5,187 $ 3,473
Work-in-process.................... 7,868 7,397
Finished goods..................... 2,606 1,046
------- -------
$15,661 $11,916
======= =======
29
30
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 BORROWING ARRANGEMENTS AND COMMITMENTS
LINES OF CREDIT
In November 1999, the Company entered into a $10.0 million unsecured Revolving
Credit Agreement that was scheduled to expire on October 31, 2000. In November
2000, the Company extended the agreement through November 15, 2002. The
agreement includes various covenants that require maintenance of certain
financial ratios and balances and restrict creation of funded debt and payment
of dividends. There were no borrowings under this Agreement at April 1, 2001.
LONG-TERM DEBT
APRIL 1, APRIL 2,
Long-term debt consisted of the following: 2001 2000
-------- --------
(in thousands)
Line of credit (a) ................... $ -- $2,900
CDBG Grant (b) ....................... 364 456
------ ------
364 3,356
Less - current maturities......... 129 3,011
------ ------
$ 235 $ 345
====== ======
a) Network Device, Inc. had a $3.0 million line of credit at April 2,
2000 with a maturity date of May 31, 2000. Borrowings under this
agreement totaled $2.9 million at April 2, 2000. The line of credit
was paid in full during the first quarter of fiscal 2001.
b) 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.
Aggregate annual maturities of long-term debt are as follows:
FISCAL YEAR
(in thousands)
2002..................... $129
2003..................... 136
2004..................... 99
----
$364
====
30
31
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 INCOME TAXES
Income before income taxes consisted of:
YEARS ENDED
------------------------------------------
APRIL 1, APRIL 2, MARCH 28,
2001 2000 1999
-------- -------- ---------
(in thousands)
Domestic.......... $49,270 $26,929 $15,920
Foreign .......... -- 318 782
------- ------- -------
Total ............ $49,270 $27,247 $16,702
======= ======= =======
The income tax provision (benefit) consisted of the following:
FISCAL 2001 CURRENT DEFERRED TOTAL
----------- ------- -------- -----
(in thousands)
Federal.......... $16,921 $(1,757) $15,164
State ........... 872 (139) 733
------- ------- -------
Total ........... $17,793 $(1,896) $15,897
======= ======= =======
FISCAL 2000 CURRENT DEFERRED TOTAL
----------- ------- -------- -----
(in thousands)
Federal.......... $8,202 $ 760 $8,962
State ........... 305 (101) 204
Foreign.......... 99 -- 99
------ ------ ------
Total ........... $8,606 $ 659 $9,265
====== ====== ======
FISCAL 1999 CURRENT DEFERRED TOTAL
----------- ------- -------- -----
(in thousands)
Federal.......... $ 447 $(3,826) $(3,379)
State ........... 670 (97) 573
Foreign.......... 245 -- 245
------- ------- -------
Total ........... $ 1,362 $(3,923) $(2,561)
======= ======= =======
31
32
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 rate of 35% to pretax
income as a result of the following:
YEARS ENDED
-----------------------------------------------
APRIL 1, APRIL 2, MARCH 28,
2001 2000 1999
-------- -------- ---------
(in thousands)
Tax expense at U.S. statutory rate ....................... $ 17,245 $ 9,536 $ 5,846
Loss on foreign investment ............................... (560) -- --
Foreign sales corporation ................................ (600) (416) --
Foreign tax rate difference .............................. -- (12) (29)
Nondeductible transaction expenses ....................... 625 -- --
Utilization of research and development credit ........... (1,883) -- --
State income taxes, net of federal benefit ............... 477 133 372
Change in valuation allowance ............................ 1,011 40 (9,298)
Net U.S. tax on distribution of foreign earnings.......... -- 216 --
Other, net ............................................... (418) (232) 548
-------- -------- --------
Total .................................................... $ 15,897 $ 9,265 $ (2,561)
======== ======== ========
Total income tax expense (benefit) was allocated as follows:
YEAR ENDED
-------------------------------
APRIL 1, APRIL 2, MARCH 28,
2001 2000 1999
-------- -------- ---------
(in thousands)
Income from continuing operations ............. $ 15,897 $ 9,265 $2,561
Stockholders equity, for compensation expense
for tax purposes in excess of amounts
recognized for financial reporting
purposes .................................... (14,840) (7,027) (703)
-------- ------- ------
Total ......................................... $ 1,057 $ 2,238 $3,264
======== ======= ======
32
33
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities are as follows:
APRIL 1, APRIL 2,
2001 2000
-------- --------
(in thousands)
Deferred tax assets:
Accounts receivable due to bad debts ................................................... $ 340 $ 234
Inventories due to reserves and inventory capitalization ............................... 2,786 981
Accrued liabilities .................................................................... 2,101 965
Deferred compensation .................................................................. 889 777
Federal net operating loss carryforwards ............................................... 2,883 4,463
Minimum tax credit, state tax credit and state tax net operating loss carryforwards..... 4,825 1,819
-------- --------
Total gross deferred tax assets ...................................................... 13,824 9,239
Less valuation allowance ............................................................. (1,881) (870)
-------- --------
Net deferred tax assets .............................................................. 11,943 8,369
-------- --------
Deferred tax liabilities:
Property, plant and equipment due to depreciation ...................................... (5,871) (4,193)
Net U.S. tax on distribution of foreign earnings ....................................... (216) (216)
-------- --------
Total gross deferred tax liability ................................................... (6,087) (4,409)
-------- --------
Net deferred tax assets .................................................................. $ 5,856 $ 3,960
======== ========
Deferred income taxes are presented in the accompanying consolidated balance
sheets as follows:
APRIL 1, APRIL 2,
2001 2000
-------- --------
(in thousands)
Current deferred tax assets ............. $9,668 $7,261
Non-current deferred tax liabilities..... 3,812 3,301
------ ------
Net deferred tax assets ............. $5,856 $3,960
====== ======
The valuation allowance for deferred tax assets as of April 1, 2001 and April 2,
2000 was $1.9 million and $870,000, respectively. The net change in the total
valuation allowance for the years ended April 1, 2001 and April 2, 2000 was an
increase of $1.0 million and $40,000, respectively. The increase in the
valuation allowance during fiscal 2001 reflects the estimated amount of deferred
tax asset which may not be realized due to the expiration of state net operating
loss carryforwards. As of April 1, 2001, the Company has available for income
tax purposes approximately $8.2 million in federal net operating loss
carryforwards (NOLs). The NOLs relate to operating losses of NDI, which was
acquired on April 24, 2000. These losses are subject to an annual limitation and
begin to expire in fiscal year 2019. In addition, the Company has minimum
federal and state tax credit carryforwards of approximately $699,000 and
$870,000 respectively, that are available to reduce future federal and state
regular income taxes over an indefinite period. The Company also has research
and development credits of approximately $1.9 million that will begin to expire
in fiscal year 2012.
33
34
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 COMMON STOCK
COMMON STOCK SPLIT
On January 27, 2000, the Board of Directors approved a two-for-one split of the
Company's common stock, subject to stockholder approval of an increase in the
Company's authorized shares from 30 million to 100 million. On March 28, 2000,
the increase in authorized shares was approved at a Special Meeting of
Stockholders. The two-for-one split was effected in the form of a stock dividend
paid on April 19, 2000 to shareholders of record as of March 29, 2000. 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 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.
LONG-TERM INCENTIVE PLANS
The Company adopted a long-term incentive plan in 1999 pursuant to which
non-qualified stock options may be granted. The Company also adopted a long-term
incentive plan in 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 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
13,314,250 shares are authorized for grant under the Company's long-term
incentive plans. The number of common shares reserved for granting of
future awards was 3,076,551 at April 1, 2001.
Restricted Stock Awards
No restricted shares of the Company's common stock were issued during
fiscal 2001 and 2000. During fiscal 1999, a total of 12,132 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 was amortized to expense over the vesting period. Unearned
compensation - restricted stock was fully amortized at April 2, 2000.
Unearned compensation expense amounted to $14,000 and $90,000 in fiscal
2000 and 1999, respectively.
34
35
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:
WEIGHTED AVERAGE
EXERCISE PRICE OF
SHARES SHARES UNDER PLAN
------ -----------------
Balance outstanding at March 29, 1998..... 2,786,332 $ 2.83
---------
Granted .............................. 1,047,184 4.03
Exercised ............................ (358,910) 2.53
Restricted ........................... (32,008) --
Cancelled ............................ (85,500) 3.26
---------
Balance outstanding at March 28, 1999..... 3,357,098 3.20
---------
Granted .............................. 1,441,400 17.37
Exercised ............................ (1,075,106) 2.79
Restricted ........................... (32,134) --
Cancelled ............................ (168,620) 6.57
---------
Balance outstanding at April 2, 2000 3,522,638 8.99
---------
Granted .............................. 2,403,497 37.57
Exercised ............................ (884,458) 6.88
Cancelled ............................ (274,604) 27.20
---------
Balance outstanding at April 1, 2001..... 4,767,073 $22.75
=========
Options exercisable at the end of each fiscal year:
WEIGHTED AVERAGE
SHARES EXERCISE PRICE
------ ----------------
2001................................................................... 794,275 $ 6.86
2000................................................................... 858,346 $ 5.81
1999................................................................... 830,638 $ 2.40
35
36
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 COMMON STOCK (CONTINUED)
The following table summarizes information concerning currently outstanding and
exercisable options as of April 1, 2001:
WEIGHTED
AVERAGE WEIGHTED
REMAINING AVERAGE WEIGHTED
RANGE OF NUMBER CONTRACTUAL OUTSTANDING OPTIONS AVERAGE
EXERCISE PRICES OUTSTANDING LIFE (YEARS) OPTION PRICE EXERCISABLE EXERCISE PRICE
- --------------- ----------- ------------ ------------ ----------- --------------
$ 0.92 - $10.00 1,649,052 6.72 $ 3.80 646,725 $ 3.54
$10.01 - $20.00 672,090 8.21 $16.68 96,210 $16.77
$20.01 - $30.00 468,215 9.18 $27.86 37,800 $26.41
$30.01 - $40.00 834,466 9.40 $31.99 7,500 $30.53
$40.01 - $50.00 1,112,750 9.07 $44.47 3,400 $44.44
$50.01 - $60.00 21,400 9.05 $54.92 1,040 $55.68
$60.01 - $67.00 9,100 8.96 $65.40 1,600 $66.06
--------- -------
4,767,073 794,275
========= =======
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. 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 would have been as follows:
YEARS ENDED
-----------------------------------------------
APRIL 1, APRIL 2, MARCH 28,
2001 2000 1999
-------- -------- ---------
(in thousands)
Net income ................................ As reported $33,373 $17,982 $ 19,263
======= ======= ========
Pro forma $25,958 $15,088 $ 18,181
======= ======= ========
Net income per share diluted .............. As reported $ 0.75 $ 0.42 $ 0.54
======= ======= ========
Pro forma $ 0.58 $ 0.35 $ 0.51
======= ======= ========
36
37
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 COMMON STOCK (CONTINUED)
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.
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:
2001 2000 1999
---- ---- ----
Expected volatility ............. 125% 69% 85%
Risk free interest rate ......... 5% 6% 5%
Dividend yield .................. -- -- --
Expected option life (years)..... 3 3 4
Weighted average fair value of options granted during the year:
2001............................. $ 7.46
2000............................. $ 5.02
1999............................. $ 1.89
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 450,000 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 45,000 options upon becoming a member of the Board;
and continuing Directors receive 15,000 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 granted during fiscal 2001
become exercisable 25% per year beginning one year from the date of grant.
Options granted prior to fiscal 2001 become exercisable at a rate of 20% per
year beginning one year from the date of grant. During fiscal 2001, 45,000
options were granted under these plans at a price of $36.50. During fiscal 2000,
105,000 options were granted with 45,000 granted at a price of $16.36 and 60,000
granted at a price of $27.28. During fiscal 1999, 60,000 shares were granted at
a price $6.59. At April 1, 2001, a total of 441,000 options, net of
cancellations, have been granted under these two plans. During fiscal 2001,
39,000 options were exercised at a weighted average exercise price of $4.60. At
April 1, 2001, 54,000 shares were exercisable.
37
38
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 COMMON STOCK (CONTINUED)
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 900,000 shares through December
31, 2001. Shares of 20,904, 21,086 and 51,506 were purchased under this plan in
fiscal 2001, 2000 and 1999, 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 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 2001, 2000 and 1999, the Company contributed
55,500, 39,374 and 161,336 shares, respectively, of the Company's common stock
valued at $1.5 million, $1.2 million and $995,000, to fund the Company's
obligation under the 401(k) plan.
NOTE 8 COMMITMENTS AND CONTINGENCIES
The Company has various operating leases primarily for computer equipment and
buildings. Rent expense amounted to $1.4 million in fiscal 2001 and $1.7 million
in fiscal 2000 and fiscal 1999, respectively. Purchase options may be exercised
at various times for some of these leases. Future minimum payments under these
leases are as follows:
FISCAL YEAR (IN THOUSANDS)
----------- --------------
2002 ................................................................... $ 1,788
2003 ................................................................... 1,437
2004 ................................................................... 926
2005 ................................................................... 843
2006 ................................................................... 758
Thereafter............................................................... 1,255
--------
$ 7,007
========
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 this 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.
38
39
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 9 RELATED PARTY TRANSACTIONS
The Company has had transactions in the normal course of business with various
related parties. Scientific Components Corporation, a beneficial owner of the
Company's common stock during fiscal 2000 and fiscal 1999, purchased
approximately $7.4 million of products during fiscal 2000 and 1999,
respectively. Scientific Components Corporation was not a beneficial owner of
the Company's common stock during fiscal 2001.
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 and broadband communications markets.
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.
During the Company's second quarter ended October 1, 2000, the Company
reorganized into two reportable segments based on management's methods of
evaluating operations and performance. The new reportable segments are:
Semiconductor Products and Ceramic Products. The Semiconductor Products segment
is comprised of two of the Company's former segments: Wireless Semiconductor
Products and Application Specific Products. A description of the reportable
segments follows:
Semiconductor Products:
The Semiconductor Products segment designs and manufactures gallium arsenide
integrated circuits, other discrete semiconductors and multi-chip modules
primarily for the global wireless communications and broadband markets.
Ceramic Products:
The Ceramic Products segment designs and manufactures technical ceramic and
magnetic products for the global wireless infrastructure and broadband markets.
39
40
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 10 SEGMENT INFORMATION (CONTINUED)
The table below presents selected financial data by business segment for fiscal
2001, 2000 and 1999. The accounting policies of the segments are the same as
those described in the "Summary of Significant Accounting Policies."
YEARS ENDED
---------------------------------------------
APRIL 1, APRIL 2, MARCH 28,
2001 2000 1999
-------- -------- ---------
(in thousands)
Sales
-----
Semiconductor Products..... $224,560 $150,348 $100,873
Ceramic Products .......... 47,008 36,054 25,540
-------- -------- --------
$271,568 $186,402 $126,413
======== ======== ========
Operating Income
----------------
Semiconductor Products..... $ 33,496 $ 16,761 $ 13,580
Ceramic Products .......... 7,164 4,632 1,879
-------- -------- --------
$ 40,660 $ 21,393 $ 15,459
======== ======== ========
APRIL 1, APRIL 2,
2001 2000
-------- --------
(in thousands)
Net Long-lived Assets
---------------------
Semiconductor Products..... $ 97,568 $ 62,459
Ceramic Products .......... 16,628 13,061
-------- --------
$114,196 $ 75,520
======== ========
Total Assets
------------
Semiconductor Products..... $138,614 $108,443
Ceramic Products .......... 29,217 25,892
Corporate ................. 169,188 146,689
-------- --------
$337,019 $281,024
======== ========
Customer Concentration:
During fiscal year 2001, two customers accounted for 26% and 11%, respectively
of the Company's total sales. In fiscal 2000 and 1999, one customer accounted
for 34% and 28%, respectively, of the Company's total sales. In fiscal 2001,
sales to the Company's 15 largest customers accounted for 69% of total sales. In
fiscal 2000 and 1999, sales to these customers accounted for 65% and 64%,
respectively.
40
41
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 10 SEGMENT INFORMATION (CONTINUED)
Geographic Information
Sales include export sales primarily to Europe and Asia of $133.7 million, $84.8
million and $45.8 million, in fiscal 2001, 2000 and 1999, respectively. During
fiscal 2001, the Company closed its sales subsidiary in the United Kingdom. This
sales subsidiary was in operation during fiscal 2000 and 1999. The following
table shows certain financial information relating to the Company's operations
in various geographic areas:
YEARS ENDED
------------------------------------------------
APRIL 1, APRIL 2, MARCH 28,
2001 2000 1999
-------- -------- ---------
(in thousands)
Sales
United States
Customers ......... $ 271,510 $ 180,576 $ 118,534
Intercompany ...... 18 4,698 6,497
Europe
Customers ......... 58 5,826 7,879
Eliminations ......... (18) (4,698) (6,497)
--------- --------- ---------
Net sales .............. $ 271,568 $ 186,402 $ 126,413
========= ========= =========
Income before taxes
United States......... $ 49,260 $ 26,929 $ 15,920
Europe ............... 10 318 782
--------- --------- ---------
Income before taxes .... $ 49,270 $ 27,247 $ 16,702
========= ========= =========
Assets
United States ........ $ 333,626 $ 276,540 $ 115,214
Europe ............... 3,393 4,484 5,469
--------- --------- ---------
Total assets ........... $ 337,019 $ 281,024 $ 120,683
========= ========= =========
Substantially all of the Company's long-lived assets were located in the United
States as of April 1, 2001.
41
42
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 11 QUARTERLY FINANCIAL DATA (UNAUDITED)
(In thousands, except per share data)
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER YEAR
- ---------------------------------------------------------------------------------------------------------
FISCAL 2001
Sales ..................... $65,688 $73,201 $78,684 $53,995 $271,568
Gross profit .............. 29,538 33,747 36,358 20,293 119,936
Net income ................ 7,841 10,567 11,580 3,385 33,373
Per share data (1)
Net income basic ...... .18 .25 .27 .08 .78
Net income diluted..... .18 .24 .26 .08 .75
Market price range
High ................... 63.875 50.438 54.000 35.938 63.875
Low .................... 35.000 32.000 24.750 13.938 13.938
FISCAL 2000
Sales ..................... $38,653 $41,921 $48,043 $57,785 $186,402
Gross profit .............. 16,997 18,035 20,955 24,849 80,836
Net income ................ 3,319 4,313 5,451 4,899 17,982
Per share data
Net income basic ...... .09 .10 .13 .12 .44
Net income diluted..... .09 .10 .12 .11 .42
Market price range
High ................... 23.125 28.906 33.125 74.734 74.734
Low .................... 8.938 21.500 23.875 27.016 8.938
- ---------------------------------------------------------------------------------------------------------
The Company's common stock is traded on the NASDAQ National Market under the
symbol AHAA. The number of stockholders of record as of May 31, 2001 was
approximately 950.
(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.
42
43
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 auditing standards generally accepted
in the United States of America. 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 April 1, 2001 and April 2, 2000, and the results of
their operations and their cash flows for each of the years in the three-year
period ended April 1, 2001 in conformity with accounting principles generally
accepted in the United States of America. 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.
KPMG LLP
Boston, Massachusetts
May 1, 2001
44
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
10, 2001, 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
10, 2001, 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 10, 2001, 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 10, 2001, 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 21.
2. Index to Financial Statement Schedules
The following financial statement schedule is filed as part of this
report (page reference is to this report):
Schedule II Valuation and Qualifying Accounts (page 48)
Other schedules have been 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.
44
45
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
3. Exhibits
NO. DESCRIPTION
--- -----------
2.a Agreement and Plan of Merger, dated as of February 10, 2000, by and among Alpha
Industries, Inc., Aries Acquisition Corporation and Network Device, Inc. (1)
3.a Restated Certificate of Incorporation (2)
3.b Amended and restated By-laws of the Corporation dated April 30, 1992 (3)
3.c Certificate of Amendment of Restated Certificate of Incorporation of Alpha Industries, Inc.,
dated March 30, 2000 (17)
4.a Specimen Certificate of Common Stock (2)
4.b Loan and Security Agreement dated December 15, 1993 between Trans-Tech, Inc., and
County Commissioners of Frederick County (4)
4.c Revolving Credit Agreement dated November 1, 1999 between Alpha Industries, Inc.,
Trans-Tech, Inc., Fleet Bank of Massachusetts and Silicon Valley Bank (5); as amended by
that Agreement and Amendment No 1. dated November 16, 2000 between Alpha Industries,
Inc., Trans-Tech, Inc., Fleet Bank of Massachusetts and Silicon Valley Bank (6)
10.a Alpha Industries, Inc., 1986 Long-Term Incentive Plan as amended (7)*
10.b Alpha Industries, Inc., Long-Term Compensation Plan dated September 24, 1990 (8);
amended March 28, 1991 (9); and as further amended October 27, 1994 (10)*
10.c Severance Agreement dated May 20, 1997 between the Registrant and David J. Aldrich
(11)*
10.d Severance Agreement dated January 14, 1997 between the Registrant and Richard Langman
(11)*
10.e Consulting Agreement dated August 13, 1992 between the Registrant and Sidney Topol
(12)*
10.f Alpha Industries, Inc., 1994 Non-Qualified Stock Option Plan for Non-Employee Directors
(7)*
10.g Alpha Industries Executive Compensation Plan dated January 1, 1995 and Trust for the
Alpha Industries Executive Compensation Plan dated January 3, 1995 (10)*
10.h Severance Agreement dated September 4, 1998 between the Registrant and Paul E. Vincent
(13)*
10.i Alpha Industries, Inc., 1997 Non-Qualified Stock Option Plan for Non-Employee Directors
(14)*
10.j Severance Agreement dated September 13, 1999 between the Registrant and Thomas C.
Leonard (15)*
10.k Purchase and Sale Agreement dated July 27, 2000 between the Registrant and C.R. Bard,
Inc. (16)
10.l Severance Agreement dated May 30, 2000 between the Registrant and Jean-Pierre Gillard*
10.m Alpha Industries, Inc. 1996 Long-Term Incentive Plan*
11 Statement regarding computation of per share earnings. See Note 1 to the Consolidated
Financial Statements
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
------------------------------------
*Management contract or compensatory plan
45
46
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
(1) Incorporated by reference to the exhibit filed with our Form 8-K dated
May 8, 2000.
(2) Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-3 (Registration No. 33-63857).
(3) Incorporated by reference to the exhibit filed with our Annual Report
on Form 10-K for the fiscal year ended March 29, 1992.
(4) Incorporated by reference to the exhibit filed with our Quarterly
Report on Form 10-Q for the fiscal quarter ended July 3,1994.
(5) Incorporated by reference to the exhibit filed with our Quarterly
Report on Form 10-Q for the fiscal quarter ended December 26, 1999.
(6) Incorporated by reference to the exhibit filed with our Quarterly
Report on Form 10-Q for the fiscal quarter ended December 31, 2000.
(7) Incorporated by reference to the exhibit filed with our Quarterly
Report on Form 10-Q for the fiscal quarter ended October 2, 1994.
(8) Incorporated by reference to the exhibit filed with our Annual Report
on Form 10-K for the fiscal year ended March 29, 1992.
(9) Incorporated by reference to the exhibit filed with our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 27, 1993.
(10) Incorporated by reference to the exhibit filed with our Annual Report
on Form 10-K for the fiscal year ended April 2, 1995.
(11) Incorporated by reference to the exhibit filed with our Annual Report
on Form 10-K for the fiscal year ended March 30, 1997.
(12) Incorporated by reference to the exhibit filed with our Annual Report
on Form 10-K for the fiscal year ended April 3, 1994.
(13) Incorporated by reference to the exhibit filed with our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 27, 1998.
(14) Incorporated by reference to the exhibit filed with our Annual Report
on Form 10-K for the fiscal year ended March 29, 1998.
(15) Incorporated by reference to the exhibit filed with our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 26, 1999.
(16) Incorporated by reference to the exhibit filed with our Quarterly
Report on Form 10-Q for the fiscal quarter ended October 1, 2000.
(17) Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-8 (Registration No. 33-63818).
(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 April 1, 2001.
(c) Exhibits
The exhibits required by Item 601 of Regulation S-K are FILED HEREWITH
and INCORPORATED BY REFERENCE herein. The response to this portion of
Item 14 is submitted under Item 14(a)(3).
46
47
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/ DAVID J. ALDRICH
--------------------
DAVID J. ALDRICH, PRESIDENT
Date: June 27, 2001
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 27, 2001.
SIGNATURE AND TITLE SIGNATURE AND TITLE
/s/ THOMAS C. LEONARD /s/ TIMOTHY R. FUREY
- ------------------------------------------ ----------------------------------------------
Thomas C. Leonard Timothy R. Furey
Chairman of the Board Director
/s/ DAVID J. ALDRICH /s/ JAMES W. HENDERSON
- ------------------------------------------ ----------------------------------------------
David J. Aldrich James W. Henderson
Chief Executive Officer Director
President and Director
/s/ PAUL E. VINCENT /s/ GEORGE S. KARIOTIS
- ------------------------------------------ ----------------------------------------------
Paul E. Vincent George S. Kariotis
Chief Financial Officer Director
Principal Financial Officer
Principal Accounting Officer
Secretary /s/ DAVID MCLACHLAN
----------------------------------------------
David McLachlan
Director
/s/ ARTHUR PAPPAS
----------------------------------------------
Arthur Pappas
Director
/s/ SIDNEY TOPOL
----------------------------------------------
Sidney Topol
Director
47
48
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
CHARGED
BALANCE AT TO COSTS BALANCE AT
BEGINNING AND END OF
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS YEAR
- ----------------------------------------------------------------------------------------------------------------------
Year Ended April 1, 2001
Allowance for doubtful accounts ................ $796 $434 $309 $921
Year Ended April 2, 2000
Allowance for doubtful accounts ................ $741 $418 $363 $796
Year Ended March 28, 1999
Allowance for doubtful accounts ................ $634 $295 $188 $741
Allowance for estimated losses on contracts..... $ 36 $ -- $ 36 $ --
48