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EX-99.1 - PRESS RELEASE - ANADIGICS INCexhibit991.htm
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 26, 2011  
 
 
Commission File Number: 0-25662
 
 ANADIGICS, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
 22-2582106
 (State or other jurisdiction of incorporation or organization)
 (IRS Employer Identification Number)
   
 141 Mt. Bethel Road, Warren, NJ
 07059
 (Address of prinicipal executive offices)
 (Zip Code)
   
 908-668-5000
 (Registrants telephone number, including area code)
 

Item 2.02 Results of Operations and Financial Condition
 
On October 26, 2011, ANADIGICS, Inc. (“ANADIGICS”) is issuing a press release and holding a conference call announcing its financial results for the third quarter 2011. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. The information in this Form 8-K and the Exhibit attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Use of Non-GAAP Financial Measures
 
The attached press release includes financial measures that are not in accordance with GAAP, consisting of non-GAAP net income or loss and non-GAAP income or loss per share. Management uses non-GAAP net income or loss and non-GAAP income or loss per share to evaluate the Company's operating and financial performance in light of business objectives, for planning purposes, when publicly providing our business outlook and to facilitate period-to-period comparisons. ANADIGICS believes that these measures are useful to investors because they enhance investors' ability to review the Company's business from the same perspective as the Company's management and facilitate comparisons of this period's results with prior periods. These non-GAAP measures exclude amounts related to stock-based compensation, marketable securities' adjustments, the refund of certain R&D tax credits and restructuring, impairment and management separation charges and recoveries. Non-GAAP measures are used by some investors when assessing the ongoing operating and financial performance of our Company.  These financial measures are not in accordance with GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. Management acknowledges that stock-based compensation is a recurring cost and is an important part of our employee’s compensation and impacts their performance. However the expense is non-cash in nature and there are various valuation methodologies and assumptions used in determining stock-based compensation that may be unrelated to operations, such as volatility and current interest rates. The presentation of the additional information should not be considered a substitute for net income or loss or income or loss per share prepared in accordance with GAAP. The primary material limitations associated with the use of non-GAAP measures as compared to the most directly comparable GAAP financial measures are (i) they may not be comparable to similarly titled measures used by other companies in ANADIGICS industry, and (ii) they exclude financial information that some may consider important in evaluating our performance.
 
 
Pursuant to the requirements of Regulation G, ANADIGICS has included a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.
 
 
Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

99.1  Press Release issued by ANADIGICS, Inc., dated October 26, 2011.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
ANADIGICS, INC.
 
Date: October 26, 2011
 
By: /s/ Thomas C. Shields 
 
Name: Thomas C. Shields
Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer
EXHIBIT INDEX

Exhibit No.
 
Description
     
99.1
 
Press Release issued by ANADIGICS, Inc., dated October 26, 2011
 
 
 
ANADIGICS ANNOUNCES THIRD QUARTER 2011 RESULTS

Quarterly Net Sales of $37.3 Million
GAAP Net Loss of ($0.15) per Share; Non-GAAP Net Loss of ($0.12) per Share

WARREN, N.J., October 26, 2011—ANADIGICS, Inc. (Nasdaq: ANAD), a leading provider of semiconductor solutions in the broadband wireless and wireline communications markets, reported third quarter 2011 net sales of $37.3 million.  This represents a sequential increase of 4.7% and a decrease of 39.2% from the third quarter of 2010.  For the first nine months ended October 1, 2011, net sales were $116.3 million, a decrease of 25.7% over the prior year.

GAAP net loss for the third quarter of 2011 was $10.0 million, or ($0.15) per share. Non-GAAP net loss for the third quarter of 2011 was $7.8 million, or ($0.12) per share, excluding stock based compensation, and marketable securities’ adjustments.

As of October 1, 2011, cash, cash equivalents and short and long-term marketable securities totaled $100.6 million compared with $103.4 million at July 2, 2011.

Ron Michels, President and Chief Executive Officer commented, “Our revenue increased 4.7% sequentially driven by increased sales at key wireless OEMs, and we continued to make notable progress with the largest reference design partner on next generation product development.  Additionally, we are expanding our served available market with new product introductions, including PADs, MMPAs and dual band PAs, which will be the driving force behind our future growth. I remain confident in our current strategy and I want to emphasize our commitment to re-establishing ANADIGICS as a technology leader in our industry.”

The statements regarding the Company’s anticipated future performance are forward looking and actual results may differ materially. Please see safe harbor statement at the end of this press release.

This press release includes financial measures that are not in accordance with GAAP, consisting of non-GAAP net income or loss and non-GAAP income or loss per share. Management uses non-GAAP net income or loss and non-GAAP income or loss per share to evaluate the company's operating and financial performance in light of business objectives, for planning purposes, when publicly providing our business outlook and to facilitate period-to-period comparisons. ANADIGICS believes that these measures are useful to investors because they enhance investors' ability to review the company's business from the same perspective as the company's management and facilitate comparisons of this period's results with prior periods. These non-GAAP measures exclude amounts related to stock-based compensation, marketable securities’ adjustments, the refund of certain R&D tax credits and restructuring, impairment and management separation charges and recoveries.  Non-GAAP measures are used by some investors when assessing the ongoing operating and financial performance of our Company. These financial measures are not in accordance with GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. Management acknowledges that stock-based compensation is a recurring cost and is an important part of our employee’s compensation and impacts their performance. However the expense is non-cash in nature and there are various valuation methodologies and assumptions used in determining stock-based compensation that may be unrelated to operations, such as volatility and current interest rates. The presentation of the additional information should not be considered a substitute for net income or loss or income or loss per share prepared in accordance with GAAP.
 
 
Limitations of non-GAAP financial measures. The primary material limitations associated with the use of non-GAAP measures as compared to the most directly comparable GAAP financial measures are (i) they may not be comparable to similarly titled measures used by other companies in ANADIGICS industry, and (ii) they exclude financial information that some may consider important in evaluating our performance. We compensate for these limitations by providing reconciliations of reported net income or loss and income or loss per share to non-GAAP net income or net loss and non-GAAP income or loss per share, respectively, within this press release.

Conference Call

ANADIGICS' senior management will conduct a conference call today at 8:30 AM Eastern Time. A live audio Webcast will be available at www.anadigics.com/investors. A recording of the call will be available approximately two hours after the end of the call on the ANADIGICS Web site or by dialing 855-859-2056 conference ID 17817991 (available until November 2, 2011).

Recent Highlights

September 7, 2011 - ANADIGICS Powers CASIO’s New G’zOne Rugged Smartphone
August 11, 2011 - ANADIGICS Announces Production Shipments to LG Electronics for the Revolution

 # # #

About ANADIGICS, Inc.

ANADIGICS, Inc. (NASDAQ: ANAD) delivers integrated radio frequency (RF) solutions that OEMs and ODMs demand to optimize the performance of wireless, broadband and cable applications across all major networks and standards. ANADIGICS features a diverse portfolio of highly linear, highly efficient RFICs. Headquartered in Warren, NJ, the company's award-winning products include power amplifiers, tuner integrated circuits, active splitters, line amplifiers and other components that can be purchased individually or packaged as integrated RF and front-end modules. For more information, visit www.anadigics.com.


Safe Harbor Statement

Except for historical information contained herein, this press release contains projections and other forward-looking statements (as that term is defined in the Securities Exchange Act of 1934, as amended). These projections and forward-looking statements reflect the Company's current views with respect to future events and financial performance and can generally be identified as such because the context of the statement will include words such as "believe", "anticipate", "expect", or words of similar import. Similarly, statements that describe our future plans, objectives, estimates or goals are forward-looking statements. No assurances can be given, however, that these events will occur or that these projections will be achieved and actual results and developments could differ materially from those projected as a result of certain factors. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, as well as assumptions that if they materialize or prove incorrect, could cause results to differ materially from those expressed or implied by such forward-looking statements. Further, all statements, other than statements of historical fact, are statements that could be deemed forward-looking statements.  We assume no obligation and do not intend to update these forward-looking statements, except as may be required by law.Important factors that could cause actual results and developments to be materially different from those expressed or implied by such projections and forward-looking statements include those factors detailed from time to time in our reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2010, and those discussed elsewhere herein.

 
 

 
 
ANADIGICS, INC.
                       
Consolidated Statements of Operations
                       
(Amounts in thousands, except per share amounts, unaudited)
                       
                         
   
Three months ended
   
Nine months ended
 
   
October 1, 2011
   
October 2, 2010
   
October 1, 2011
   
October 2, 2010
 
                         
                         
Net sales
  $ 37,264     $ 61,288     $ 116,310     $ 156,485  
Cost of sales
    30,229       39,049       90,576       102,949  
Gross profit
    7,035       22,239       25,734       53,536  
Research and development expenses
    9,938       13,326       34,851       37,321  
Selling and administrative expenses
    7,360       7,101       24,125       20,985  
Restructuring and impairment (recovery) charges
    -       -       1,047       (1,717 )
Operating (loss) income
    (10,263 )     1,812       (34,289 )     (3,053 )
Interest income
    145       106       417       292  
Interest expense
    -       (34 )     (25 )     (129 )
Other income, net
    104       111       155       488  
(Loss) income before income taxes
    (10,014 )     1,995       (33,742 )     (2,402 )
 Benefit from income taxes
    -       (297 )     -       (297 )
Net (loss) income
  $ (10,014 )   $ 2,292     $ (33,742 )   $ (2,105 )
                                 
Net (loss) earnings per share
                               
Basic
  $ (0.15 )   $ 0.04     $ (0.50 )   $ (0.03 )
Diluted
  $ (0.15 )   $ 0.03     $ (0.50 )   $ (0.03 )
                                 
Basic shares outstanding
    67,997       65,320       67,550       64,808  
Basic & dilutive shares outstanding
    67,997       67,488       67,550       64,808  
                                 
Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures
                               
                                 
GAAP net (loss) income
  $ (10,014 )   $ 2,292     $ (33,742 )   $ (2,105 )
Stock compensation expense (excluding Management separation charges)
                               
     Cost of sales
    400       590       1,603       1,752  
     Research and development
    512       879       2,217       2,562  
     Selling and administrative
    1,318       954       3,872       2,970  
Management separation charges
                               
     Research and development (1)
    -       -       838       -  
     Selling and administrative (1)
    -       -       2,111       -  
Marketable securities recovery and accretion (2)
    (44 )     (38 )     (165 )     (379 )
Restructuring and impairment (recovery) charges
    -       -       1,047       (1,717 )
Benefit for income taxes
    -       (297 )     -       (297 )
Non-GAAP net (loss) income
  $ (7,828 )   $ 4,380     $ (22,219 )   $ 2,786  
                                 
Non-GAAP (loss) earnings per share (*)
                               
Basic
  $ (0.12 )   $ 0.07     $ (0.33 )   $ 0.04  
Diluted
  $ (0.12 )   $ 0.06     $ (0.33 )   $ 0.04  
                                 
(*) Calculated using related GAAP shares outstanding
                               
                                 
(1) Management separation charges for nine months ended October 1, 2011 include non-cash stock compensation of $568 and $116 in Research and development and selling and administrative, respectively.
         
      
                               
                                 
(2) Marketable securities adjustments include recoveries upon sale and interest accretion.
                         

 
 

 

ANADIGICS, INC.
               
Condensed Consolidated Balance Sheets
               
(Amounts in thousands)
               
                 
   
October 1, 2011
   
December 31, 2010
 (*)    
Assets
 
Unaudited
           
                 
Current assets:
               
Cash and cash equivalents
  $ 43,573     $ 97,129      
Marketable securities
    28,845       -      
Accounts receivable
    18,689       35,299      
Inventory
    20,981       20,734      
Prepaid expenses and other current assets
    4,161       3,319      
Total current assets
    116,249       156,481      
                     
Marketable securities
    28,163       8,964      
Plant and equipment, net
    57,626       68,119      
Other assets
    239       248      
    $ 202,277     $ 233,812      
                     
Liabilities and stockholders’ equity
                   
                     
Current liabilities:
                   
Accounts payable
  $ 14,242     $ 17,968      
Accrued liabilities
    7,592       10,191      
Accrued restructuring costs
    83       -      
Total current liabilities
    21,917       28,159      
                     
Other long-term liabilities
    2,491       2,689      
                     
Stockholders’ equity
    177,869       202,964      
    $ 202,277     $ 233,812      
                     
(*) The condensed balance sheet at December 31, 2010 has been derived from the audited financial
             
statements at such date but does not include all the information and footnotes required by U.S.
             
generally accepted accounting principles for complete financial statements.