10-Q 1 anadq10710q.htm ANADIGICS FIRST QUARTER 2007 10Q ANADIGICS First Quarter 2007 10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

/x/QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007.
   
Or
   
/ /TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________.
   
Commission File No. 0-25662
   
ANADIGICS, Inc.
(Exact name of registrant as specified in its charter)
   
Delaware
22-2582106
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
141 Mt. Bethel Road, Warren, New Jersey
07059
(Address of principal executive offices)
(Zip Code)
   
(908) 668-5000
(Registrant's telephone number, including area code)


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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The number of shares outstanding of the Registrant’s common stock as of March 31, 2007 was 58,876,407 (excluding 113,761 shares held in treasury).





INDEX

ANADIGICS, Inc.

 
PART I
Financial Information
   
Item 1.
Financial Statements (unaudited)
   
 
Condensed consolidated balance sheets - March 31, 2007 and December 31, 2006
   
 
Condensed consolidated statements of operations and comprehensive loss - Three months ended March 31, 2007 and April 1, 2006
   
 
Condensed consolidated statements of cash flows - Three months ended March 31, 2007 and April 1, 2006
   
 
Notes to condensed consolidated financial statements - March 31, 2007
   
Item 2. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
   
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
   
Item 4.
Controls and Procedures
   
PART II. 
Other Information
   
Item 1.
Legal Proceedings
   
Item 6.
Exhibits
   
 
Signatures
 
 

 

 

 



















PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

ANADIGICS, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 
   
March 31, 2007 
 
 
December 31, 2006
 
 
 
 
(unaudited) 
 
 
(Note 1)
 
ASSETS
             
               
Current assets:
             
Cash and cash equivalents
 
$
65,560
 
$
13,706
 
Marketable securities
   
103,918
   
60,892
 
Accounts receivable, net
   
29,682
   
26,707
 
Inventories
   
17,726
   
19,701
 
Prepaid expenses and other current assets
   
5,126
   
2,632
 
Assets of discontinued operations
   
934
   
1,429
 
Total current assets
   
222,946
   
125,067
 
               
Marketable securities
   
9,759
   
8,884
 
Plant and equipment:
             
Equipment and furniture
   
139,976
   
138,652
 
Leasehold improvements
   
38,310
   
38,310
 
Projects in process
   
12,476
   
4,975
 
     
190,762
   
181,937
 
Less accumulated depreciation and amortization
   
(142,727
)
 
(140,678
)
     
48,035
   
41,259
 
Goodwill and other intangibles, net of amortization
   
5,918
   
5,929
 
Other assets
   
1,342
   
1,463
 
               
Total assets
 
$
288,000
 
$
182,602
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
             
               
Current liabilities:
             
Accounts payable
 
$
19,301
 
$
17,879
 
Accrued liabilities
   
4,656
   
5,588
 
Current maturities of capital lease obligations
   
317
   
312
 
Liabilities of discontinued operations
   
562
   
252
 
Total current liabilities
   
24,836
   
24,031
 
               
Other long-term liabilities
   
3,326
   
3,348
 
Long-term debt, less current portion
   
38,000
   
38,000
 
Capital lease obligations, less current portion
   
1,384
   
1,463
 
               
Commitments and contingencies
             
Stockholders’ equity:
             
Common stock, $0.01 par value, 144,000 shares authorized, 58,957 and 49,200 issued at March 31, 2007 and December 31, 2006
   
589
   
492
 
Additional paid-in capital
   
519,424
   
413,672
 
Accumulated deficit
   
(299,207
)
 
(298,046
)
Accumulated other comprehensive loss
   
(94
)
 
(100
)
Treasury stock at cost: 114 shares
   
(258
)
 
(258
)
Total stockholders’ equity
   
220,454
   
115,760
 
               
Total liabilities and stockholders’ equity
 
$
288,000
 
$
182,602
 

 

See accompanying notes.





ANADIGICS, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 
 
Three Months Ended 
 
   
March 31, 2007 
 
 
April 1, 2006
 
 
 
 
(unaudited) 
 
 
(unaudited)
 
               
Net sales
 
$
49,573
 
$
34,695
 
Cost of sales
   
33,287
   
25,289
 
Gross profit
   
16,286
   
9,406
 
Research and development expenses
   
9,738
   
8,006
 
Selling and administrative expenses
   
7,359
   
5,264
 
               
Operating loss
   
(811
)
 
(3,864
)
Interest income
   
1,240
   
863
 
Interest expense
   
(625
)
 
(1,288
)
               
Loss from continuing operations
   
(196
)
 
(4,289
)
Loss from discontinued operations
   
(965
)
 
(348
)
               
Net loss
 
$
(1,161
)
$
(4,637
)
               
Basic and diluted loss per share
             
Loss from continuing operations
 
$
0.00
 
$
(0.11
)
Loss from discontinued operations
   
(0.02
)
 
(0.01
)
Net loss
 
$
(0.02
)
$
(0.12
)
               
Weighted average basic and diluted common shares outstanding
   
48,314
   
38,376
 




CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(AMOUNTS IN THOUSANDS)


 
 
Three months ended 
 
   
March 31, 2007 
 
 
April 1, 2006
 
 
 
 
(unaudited) 
 
 
(unaudited)
 
               
Net loss
 
$
(1,161
)
$
(4,637
)
Unrealized gain on marketable securities
   
10
   
105
 
Foreign currency translation adjustment
   
(4
)
 
6
 
               
Comprehensive loss
 
$
(1,155
)
$
(4,526
)



















See accompanying notes.



ANADIGICS, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)

 
 
Three months ended 
 
   
March 31, 2007 
   
April 1, 2006
 
 
 
 
(unaudited) 
 
 
(unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES
             
Net loss
 
$
(1,161
)
$
(4,637
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
             
Loss from discontinued operations
   
965
   
348
 
Depreciation
   
1,962
   
2,043
 
Amortization
   
214
   
480
 
Stock based compensation
   
3,876
   
1,412
 
Amortization of premium on marketable securities
   
4
   
126
 
Changes in operating assets and liabilities:
             
Accounts receivable
   
(2,975
)
 
(1,656
)
Inventories
   
1,975
   
(2,508
)
Prepaid expenses and other assets
   
(2,489
)
 
(2,067
)
Accounts payable
   
1,422
   
3,191
 
Accrued liabilities and other liabilities
   
(1,074
)
 
(754
)
               
Net cash provided by (used in) operating activities
   
2,719
   
(4,022
)
               
CASH FLOWS FROM INVESTING ACTIVITIES
             
Purchases of plant and equipment
   
(8,824
)
 
(2,204
)
Purchases of marketable securities
   
(75,510
)
 
(69,749
)
Proceeds from sale of marketable securities
   
31,615
   
28,954
 
               
Net cash used in investing activities
   
(52,719
)
 
(42,999
)
               
CASH FLOWS FROM FINANCING ACTIVITIES
             
Payment of capital lease obligations
   
(74
)
 
(45
)
Issuance of common stock
   
101,928
   
54,457
 
               
Net cash provided by financing activities
   
101,854
   
54,412
 
               
Net increase in cash and cash equivalents
   
51,854
   
7,391
 
Cash and cash equivalents at beginning of period
   
13,706
   
11,891
 
               
Cash and cash equivalents at end of period
 
$
65,560
 
$
19,282
 
























See accompanying notes.





ANADIGICS, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - MARCH 31, 2007

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    BASIS OF PRESENTATION
 
    The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.
 
    The condensed consolidated balance sheet at December 31, 2006 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
 
    The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
 
    As more fully discussed in footnote 2 below, the Company sold substantially all of the operating assets of Telcom Devices Inc. (“Telcom”, a wholly-owned subsidiary of the Company) on April 2, 2007 and effectively ceased Telcom’s operations. Accordingly, the financial results, position and cashflow of Telcom have been classified as discontinued operations in the accompanying financial statements for the periods presented.
 
    IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

    In February, 2007, the FASB issued FASB Statement No. 159 åThe Fair Value Option for Financial Assets and Financial Liabilitiesæ (åFAS 159æ), which permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. FAS 159 is effective for fiscal years beginning after November 15, 2007. The Company has not yet determined the impact FAS 159 may have on its results of operations or financial position.

    In September 2006, the FASB issued FASB Statement No. 157, åFair Value Measurementsæ (åFAS 157æ) which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company has not yet determined the impact FAS 157 may have on its results of operations or financial position.
 
    In July 2006, the Financial Accounting Standards Board (åFASBæ) issued Interpretation No. 48, åAccounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109æ (åFIN 48æ), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. As of January 1, 2007, the Company adopted FIN 48 which did not have a material impact on its consolidated financial statements.
 
    INCOME TAXES

    The Company maintains a full valuation allowance on its deferred tax assets. Accordingly, the Company has not recorded a benefit for income taxes. We recognize interest and penalties related to the underpayment of income taxes in income tax expense. Upon adoption of FIN 48, we had no unrecognized tax benefits. No unrecognized tax benefits, interest or penalties were accrued at March 31, 2007. The Company’s U.S. federal net operating losses have occurred since 1998 and as such, tax years subject to potential tax examination could apply from that date because carrying-back net operating loss opens the relevant year to audit.
 
    WARRANTY
 
    Based on the examination of historical returns and other information it deems critical, the Company estimates that a current charge to income will need to be provided in order to cover future warranty obligations for products sold during the year. The accrued liability for warranty costs is included in Accrued liabilities in the condensed consolidated balance sheets. Warranty reserve movements in the three months ended March 31, 2007 included $127 in actual charges and $115 in provisions resulting in the balance of $335 at March 31, 2007. Warranty reserve movements in the three months ended April 1, 2006 included $130 in actual charges and a $235 increase in the provision.
 
2. DISCONTINUED OPERATIONS
 
    On April 2, 2007, the Company sold substantially all of Telcom’s operating assets to GTRAN Camarillo, Inc. in exchange for a $500 non-interest-bearing note due December 31, 2007 and effectively ceased Telcom’s operations. The transaction is subject to certain post-closing adjustments. As a consequence of the sale, the financial results, position and cashflow of Telcom have been classified as discontinued operations in the accompanying financial statements for the periods presented.
 
    Summarized operating results and loss on sale of discontinued operations through March 31, 2007 and April 1, 2006 were as follows:

 
 
Three months ended 
 
   
March 31, 2007 
 
 
April 1, 2006
 
Revenue
 
$
559
 
$
1,026
 
               
Operating loss
   
(479
)
 
(351
)
Interest income
   
4
   
3
 
Loss on sale of discontinued operations
   
(490
)
 
-
 
               
Loss from discontinued operations
 
$
(965
)
$
(348
)
 
    The assets and liabilities of Telcom are reflected as discontinued operations as of March 31, 2007 and December 31, 2006 and were:

 
   
March 31, 2007 
 
 
December 31, 2006
 
Assets of discontinued operations
             
Accounts receivable
 
$
363
 
$
604
 
Inventory
   
-
   
654
 
Other current and non-current assets
   
71
   
62
 
Fixed assets, net
   
-
   
109
 
Assets held for sale
   
500
   
-
 
Total
 
$
934
 
$
1,429
 
               
Liabilities of discontinued operations
 
$
562
 
$
252
 

3. INVENTORIES
 
    Inventories are stated at the lower of cost (first-in, first-out method) or market. Inventories consist of the following:

 
   
March 31, 2007 
 
 
December 31, 2006
 
               
Raw materials
 
$
4,550
 
$
5,370
 
Work in process
   
11,845
   
11,634
 
Finished goods
   
5,338
   
6,332
 
     
21,733
   
23,336
 
Reserves
   
(4,007
)
 
(3,635
)
               
Total
 
$
17,726
 
$
19,701
 
 
4. LOSS PER SHARE
 
    The reconciliation of shares used to calculate basic and diluted loss per share consists of the following:

 
Three months ended 
 
   
March 31, 2007 
 
 
April 1, 2006
 
Weighted average common shares outstanding used to calculate basic loss per share
   
48,314
   
38,376
 
Net effect of dilutive securities based upon the treasury stock method using an average market price
   
-*
   
-*
 
Weighted average common and dilutive securities outstanding used to calculate diluted loss per share
   
48,314
   
38,376
 

* Any dilution arising from the Company's outstanding stock options or shares potentially issuable upon conversion of the Convertible notes are not included as their effect is anti-dilutive.

5. REVENUE SOURCES
 
    The Company classifies its revenues based upon the end application of the product in which its integrated circuits are used. Net sales by end application are regularly reviewed by the chief operating decision maker and are as follows:

 
Three months ended 
 
   
March 31, 2007 
 
 
April 1, 2006
 
               
Broadband
 
$
24,554
 
$
15,477
 
Wireless
   
25,019
   
19,218
 
               
Total
 
$
49,573
 
$
34,695
 
 
    The Company primarily sells to three geographic regions: Asia, USA and Canada, and Other. The geographic region is determined by the destination of the shipped product.
Net sales to each of the three geographic regions are as follows:
 
 
 
Three months ended 
 
   
March 31, 2007 
 
 
April 1, 2006
 
               
Asia
 
$
32,987
 
$
18,921
 
U.S.A. and Canada
   
14,355
   
12,880
 
Other
   
2,231
   
2,894
 
Total
 
$
49,573
 
$
34,695
 

6. LONG-TERM DEBT

    On September 24, 2004, the Company issued $38,000 aggregate principal amount of 5% Convertible Senior Notes (“2009 Notes”) due October 15, 2009. The 2009 Notes are convertible into shares of the Company’s common stock at any time prior to their maturity, at an initial conversion rate, subject to adjustment, of 200 shares for each $1,000 principal amount, which is equivalent to a conversion price of $5.00 per share (7,600 shares contingently issuable). Interest on the 2009 Notes is payable semi-annually in arrears on April 15 and October 15 of each year.
 
    During 2006 the Company had $46.7 million principal amount outstanding of its 5% Convertible Senior Notes (“2006 Notes”) which were repaid upon maturity in November 2006. The 2006 Notes were convertible into shares of the Company’s common stock at an initial conversion rate, subject to adjustment, of 47.619 shares for each $1,000 principal amount, which was equivalent to a conversion price of $21.00 per share (2,224 shares were contingently issuable).
 
7. STOCK BASED COMPENSATION
    Effective January 1, 2006, the Company adopted the provisions of FASB Statement 123R Share Based Payment (“FAS 123R”) in accounting for share based payments to employees, having previously followed the provisions of Accounting Principles Board Number 25 “Accounting for Stock Issued to Employees”, as permitted by FAS 123. The Company adopted FAS 123R using the modified-prospective transition method, which requires the recognition of compensation expense over the remaining vesting period for all awards that remained unvested as of January 1, 2006.

Equity Compensation Plans
 
    The Company had 4 equity compensation plans under which equity securities are authorized for issuance to employees and/or directors:
 
§  
The 1995 Long-Term Incentive and Share Award Plan for Officers and Directors (terminated February 28, 2005) (“1995 Plan”);
§  
The 1997 Long Term Incentive and Share Award Plan (“1997 Plan”);
§  
The 2005 Long Term Incentive and Share Award Plan (“2005 Plan”, collectively with the 1995 Plan and the 1997 Plan, “the Plans”); and
§  
The Employee Stock Purchase Plan (“ESP Plan”).
 
    Employees and outside directors have been granted restricted stock and options to purchase shares of common stock under stock option plans adopted in 1995, 1997 and 2005. An aggregate of 4,913, 5,100 and 5,450 shares of common stock were reserved for issuance under the 1995 Plan, the 1997 Plan and the 2005 Plan, respectively. The Plans provide for the granting of stock options, stock appreciation rights, restricted shares and other share based awards to eligible employees and directors, as defined in the Plans. Option grants have terms of ten years and become exercisable in varying amounts over periods of up to three years. To date, no stock appreciation rights have been granted under the Plans.
 
    In 1995, the Company adopted the ESP Plan under Section 423 of the Internal Revenue Code. All full-time employees of ANADIGICS, Inc. and part-time employees, as defined in the ESP Plan, are eligible to participate in the ESP Plan. An aggregate of 2,694 shares of common stock were reserved for offering under the ESP Plan. Offerings are made at the commencement of each calendar year and must be purchased by the end of that calendar year. Pursuant to the terms of the ESP Plan, shares purchased and the applicable per share price were 187 and $5.36, respectively for the year ended December 31, 2006.
 
    The table below summarizes stock based compensation by source and by financial statement line item for the three month periods:
 
 
   
March 31, 2007 
 
 
April 1, 2006
 
               
Amortization of restricted stock awards
 
$
(3,149
)
$
(1,316
)
Amortization of ESP Plan
   
(200
)
 
(100
)
Amortization of stock option awards
   
(572
)
 
(33
)
Total stock based compensation
 
$
(3,921
)
$
(1,449
)
               
By Financial Statement line item
             
Cost of sales
 
$
900
 
$
299
 
Research and development expenses
   
1,500
   
568
 
Selling and administrative expenses
   
1,476
   
545
 
Loss from discontinued operations
   
45
   
37
 

No tax benefits have been recorded due to the Company’s full valuation allowance position.

Restricted Stock Awards

    Commencing in August 2004, the Company began granting restricted shares under the Plans. The value of the restricted stock awards are fixed upon the date of grant and amortized over the related vesting period of one to three years. Restricted stock awards are subject to forfeiture if employment terminates prior to vesting. The Company estimates that approximately 2.5% of its restricted stock awards are forfeited annually. The restricted stock awards carry voting and dividend rights commencing upon grant but may not be traded or transferred prior to vesting. Grant, vest and forfeit activity and related weighted average price per share for restricted stock and for stock options during the period from January 1, 2006 to March 31, 2007 is presented in tabular form below:
 
 
 
Restricted Shares 
Stock Options
 
   
Shares 
 
 
Weighted average price per share
 
 
Issuable upon exercise
 
 
Weighted average exercise price
 
                           
Grants outstanding at January 1, 2006
   
1,214
 
$
2.72
   
5,944
 
$
7.67
 
Granted
   
2,685
   
6.90
   
994
   
8.80
 
Shares vested/options exercised
   
(675
)
 
2.68
   
(983
)
 
3.85
 
Forfeited/expired
   
(86
)
 
5.46
   
(286
)
 
11.16
 
Balance at December 31, 2006
   
3,138
   
6.23
   
5,669
   
8.36
 
Granted
   
664
   
9.54
   
84
   
9.16
 
Shares vested/options exercised
   
(1,113
)
 
5.76
   
(496
)
 
5.86
 
Forfeited
   
(11
)
 
6.32
   
(140
)
 
18.75
 
Balance at March 31, 2007
   
2,678
 
$
7.24
   
5,117
 
$
8.33
 

 
 
   
Weighted average information as of March 31, 2007 
 
         
Options currently exercisable
       
Shares issuable upon exercise
   
4,025
 
WA exercise price
 
$
8.23
 
WA remaining life
   
4.7 years
 
Intrinsic value of exercised options
 
$
2,955
 
Remaining life for outstanding options
   
5.7 years
 
         
Intrinsic value of exercisable options
 
$
19,380
 
Intrinsic value of outstanding options
 
$
22,788
 
Unrecognized stock based compensation cost
       
Option plans
 
$
5,095
 
Restricted stock
 
$
14,415
 
WA remaining vest period for restricted stock
   
1.1 years
 

Stock options outstanding at March 31, 2007 are summarized as follows:

Range of exercise prices
 
Outstanding Options at March 31, 2007
 
Weighted average remaining contractual life
 
Weighted average exercise price
 
Exercisable at March 31, 2007
 
Weighted average exercise price
 
                                 
$1.39 - $4.17
   
1,370
   
4.28
 
$
3.32
   
1,349
 
$
3.34
 
$4.33 - $7.27
   
1,534
   
6.08
 
$
6.86
   
1,519
 
$
6.87
 
$7.65 - 10.90
   
1,316
   
7.98
 
$
9.13
   
268
 
$
10.27
 
$11.13 - $53.48
   
897
   
4.00
 
$
17.30
   
889
 
$
17.35
 

Valuation Method for ESP Plan and Stock Option Awards

    The fair value of these equity awards was estimated at the date of grant using a Black-Scholes option pricing model. The weighted average assumptions for stock based compensation grants used for the three month periods ended March 31, 2007 and April 1, 2006 were:

   
Three months ended
 
 
   
March 31, 2007 
 
 
April 1, 2006
 
               
Stock option awards:
             
Risk-free interest rate
   
4.57
%
 
4.31
%
Expected volatility
   
0.76
   
0.94
 
Average expected term (in years)
   
4.75
   
3.00
 
Expected dividend yield
   
0.0
%
 
0.0
%
Weighted average fair value of options granted
 
$
5.79
 
$
3.91
 
               
ESP Plan:
             
Risk-free interest rate
   
4.90
%
 
4.82
%
Expected volatility
   
0.62
   
0.79
 
Average expected term (in years)
   
1.00
   
1.00
 
Expected dividend yield
   
0.0
%
 
0.0
%
Weighted average fair value of purchase option
 
$
3.16
 
$
2.49
 

8. STOCKHOLDERS’ EQUITY
 
    In March, 2007, The Company completed an underwritten public offering of 8,625 shares of common stock, generating net proceeds to the Company of $99,037. In March 2006, the Company completed an underwritten public offering of 10,446 shares of common stock, generating net proceeds to the Company of $53,110.



ANADIGICS, Inc.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW
 
    ANADIGICS, Inc. (“we” or the “Company”) is a leading provider of semiconductor solutions in the rapidly growing broadband wireless and wireline communications markets. Our products include power amplifiers (PAs), tuner integrated circuits, active splitters, line amplifiers and other components, which can be sold individually or packaged as integrated radio frequency (RF) and front end modules. We believe that we are uniquely positioned to capitalize on the rapidly-growing voice, data and video segments of the broadband wireless and wireline communications markets. We offer third generation (3G) products that use the Wideband Code-Division Multiple Access (W-CDMA) and Enhanced Data Rates for Global System for Mobile Communication (GSM) Evolution (EDGE) standards, beyond third generation (3.5G) products that use the High Speed Down Line Packet Access (HSDPA) and High Speed Uplink Line Packet Access (HSUPA) standards, fourth generation (4G) products for Worldwide Interoperability for Microwave Access (WiMAX) and Wireless Broadband (WiBRO) systems, Wireless Fidelity (WiFi) products that use the 802.11 a/b/g and 802.11 n (draft-n, Multiple Input Multiple Output (MIMO)) standards, cable television (CATV) set-top box products, CATV infrastructure products and Fiber-To-The-Premises (FTTP) products.
 
    Our business strategy focuses on developing RF front end solutions and partnering with industry-leading wireless chipset providers to incorporate our solutions into their reference designs. Our integrated solutions enable our customers to improve RF performance, power efficiency, reliability, time-to-market and the integration of chip components into single packages, while reducing the size, weight and cost of their products. We have established longstanding relationships with several of the industry-leading chipset suppliers and tier-one customers. For example, our relationships with Cisco Systems, Inc. (Cisco), Intel Corporation (Intel), Motorola, Inc. (Motorola) and Qualcomm Incorporated (Qualcomm) have enabled us to develop RF products used in 3G, 3.5G, 4G WiMAX, WiFi and CATV products and to be the primary supplier with respect to such partners and customers. Other leading chipset suppliers and tier-one customers with whom we have longstanding relationships include Atheros Communications, Inc. (Atheros), High Tech Computer Corp. (HTC), Huawei Technologies Co., Ltd. (Huawei), Kyocera Corporation (Kyocera), Lenovo Group Limited (Lenovo), LG Electronics Inc. (LG Electronics), Marvell Technology Group Ltd. (Marvell), MediaTek AEI, Inc. (MediaTek), Murata Manufacturing Co., Ltd. (Murata), Novatel Wireless, Inc. (Novatel), Palm, Inc. (Palm), Research In Motion Limited (RIM), Samsung Electronics Co., Ltd. (Samsung), Sierra Wireless, Inc. (Sierra Wireless), TCL Mobile Communication Co., Ltd. (TCL), TDK Electronics Corporation (TDK), Texas Instruments Incorporated (Texas Instruments) and ZTE Corporation (ZTE).
 
    We continue to focus on leveraging our technological and manufacturing advantages to remain a leading supplier of semiconductor solutions for broadband wireless and wireline communications. We design, develop and manufacture RFICs primarily using GaAs compound semiconductor substrates with various process technologies, Metal Semiconductor Field Effect Transistors (MESFET), Pseudomorphic High Electron Mobility Transistors (pHEMT), and Heterojunction Bipolar Transistors (HBT). Our patented technology, which utilizes InGaP-plus, combines InGaP HBT and pHEMT processes on a single substrate, enabling us to integrate the PA function and the RF active switch function on the same die. Additionally, we believe our InGaP-plus process and design technologies such as High Efficiency at Low Power (HELP) provide a competitive advantage by enabling us to provide PAs that consume less battery power and extend talk time for products in the 3G, 3.5G and 4G markets.
 
    On April 2, 2007, we sold substantially all of the operating assets of Telcom Devices Inc. (“Telcom”) to GTRAN Camarillo, Inc. in exchange for a $0.5 million non-interest-bearing note due December 31, 2007 and effectively ceased Telcom’s operations. As a consequence of the sale, the financial results, position and cashflow of Telcom have been classified as discontinued operations in the accompanying financial statements for all periods presented.
 
    We were incorporated in Delaware in 1984. Our corporate headquarters are located at 141 Mt. Bethel Road, Warren, New Jersey 07059, and our telephone number at that address is 908-668-5000.
 
    RESULTS OF OPERATIONS
 
    The following table sets forth unaudited consolidated statements of operations data as a percent of net sales for the periods presented:

   
Three months ended
 
 
 
 
March 31, 2007 
 
 
April 1, 2006
 
               
Net sales
   
100.0
%
 
100.0
%
Cost of sales
   
67.1
%
 
72.9
%
               
Gross margin
   
32.9
%
 
27.1
%
Research and development expenses
   
19.6
%
 
23.1
%
Selling and administrative expenses
   
14.9
%
 
15.1
%
               
Operating loss
   
(1.6
%)
 
(11.1
%)
Interest income
   
2.5
%
 
2.5
%
Interest expense
   
(1.3
%)
 
(3.7
%)
               
Loss from continuing operations
   
(0.4
%)
 
(12.3
%)
Loss from discontinued operations
   
(1.9
%)
 
(1.0
%)
               
Net loss
   
(2.3
%)
 
(13.3
%)

FIRST QUARTER 2007 (ENDED MARCH 31, 2007) COMPARED TO FIRST QUARTER 2006 (ENDED APRIL 1, 2006)
 
    NET SALES. Net sales increased 42.9% during the first quarter of 2007 to $49.6 million from $34.7 million in the first quarter of 2006.
 
    Sales of integrated circuits for broadband applications increased 58.6% during the first quarter of 2007 to $24.6 million from $15.5 million in the first quarter of 2006. The increase in sales was primarily due to an increase in demand for WLAN and infrastructure products, sales of which rose by $5.5 million and $3.3 million, respectively. 
 
    Sales of integrated circuits for wireless applications increased 30.2% during the first quarter of 2007 to $25.0 million from $19.2 million in the first quarter of 2006. The increase in sales of integrated circuits for wireless applications was primarily due to increased demand for our 3G (EDGE, WEDGE, CDMA2000 1X applications & WCDMA) PAs where revenue rose by $9.0 million, which was partly offset by a $3.0 million decrease in GSM revenues due to declines in unit prices and volumes.
 
    Geographically, net sales in Asia increased 74.3% during the first quarter of 2007 to $33.0 million from $18.9 million in the first quarter of 2006. The increase was primarily driven by the increased demand for WLAN and 3G products.
 
    GROSS MARGIN. Gross margin during the first quarter of 2007 increased to 32.9% of net sales from 27.1% of net sales in the first quarter of 2006. The increase in gross margin was primarily due to increased sales and production volumes with the consequent absorption of fixed costs.
 
    RESEARCH AND DEVELOPMENT. Company sponsored research and development expenses increased 21.6% during the first quarter of 2007 to $9.7 million from $8.0 million during the first quarter of 2006. The increase was primarily due to increased stock based compensation of $0.9 million and increased staff costs supporting new product development.
 
    SELLING AND ADMINISTRATIVE. Selling and administrative expenses increased 39.8% to $7.4 million during the first quarter of 2007 from $5.3 million during the first quarter of 2006. The increase was primarily driven by increased stock based compensation of $0.9 million and increased sales and marketing staff and program costs to better address our larger international market.
 
    INTEREST INCOME. Interest income increased 43.7% to $1.2 million during the first quarter of 2007 from $0.9 million during the first quarter of 2006. The increase was primarily due to higher average funds invested as a result of our underwritten public offering of 8.6 million shares of common stock in March of 2007 (the “March 2007 Offering”) and higher interest rates.
 
    INTEREST EXPENSE. Interest expense decreased 51.5% to $0.6 million during the first quarter of 2007 as compared to $1.3 million during the first quarter of 2006. The decrease related to the repayment our $46.7 million outstanding balance of our 5% Convertible Senior Notes in November of 2006.
 
    LOSS FROM DISCONTINUED OPERATIONS. Loss on discontinued operations increased 177.3% to $1.0 million during the first quarter of 2007 as compared to $0.3 million during the first quarter of 2006. The increase was primarily due to the $0.5 million loss on sale of discontinued operations recognized in the first quarter of 2007 and was further impacted by the increased operating loss as sales decreased to $0.5 million from $1.0 million in the year earlier quarter.

LIQUIDITY AND CAPITAL RESOURCES
 
    As of March 31, 2007, we had $65.5 million in cash and cash equivalents and $113.7 million in marketable securities. Included in these amounts are proceeds we received from completion of an underwritten public offering of an aggregate of 8.6 million shares of common stock in our March 2007 Offering, which raised $99.0 million, net of underwriting discounts and commissions and related offering expenses. As of March 31, 2007, we had outstanding $38.0 million aggregate principal amount of our 2009 Notes.
 
    Operating activities provided $2.7 million in cash during the three month period ended March 31, 2007, primarily as a result of our improved operating results and non-cash expenses. Investing activities, consisting principally of net purchases of marketable securities of $43.9 million and purchases of fixed assets of $8.8 million, used $52.7 million of cash during the three month period ended March 31, 2007. Financing activities provided $101.9 million, and consisted primarily of proceeds received from the March 2007 Offering.
 
    As of March 31, 2007, we had unconditional purchase obligations of approximately $9.2 million of which $8.1 million relates to capital equipment purchase requirements primarily over the next nine months to increase the installed equipment capacity of the Company's manufacturing operations in response to anticipated increases in customer demand for the Company's products.
 
    We believe that our existing sources of capital, including our existing cash and marketable securities, will be adequate to satisfy both operational and capital needs for the next twelve months. We may elect to finance all or part of our anticipated operational and capital needs, which may include acquisitions of complimentary businesses or technologies, or investments in other companies or repurchases of our outstanding debt or equity, through additional equity or debt financing. Our ability to pay principal and interest on our outstanding 2009 Notes due in October 2009, our other debt and to fund our planned capital expenditures depends on our future operating performance.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
 
    In February 2007, the FASB issued FASB Statement No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS 159”), which permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. FAS 159 is effective for fiscal years beginning after November 15, 2007. We have not yet determined the impact FAS 159 may have on our results of operations or financial position.
 
    In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”) which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We have not yet determined the impact FAS 157 may have on our results of operations or financial position.
 
    In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. As of January 1, 2007, we adopted FIN 48, which did not have a material impact on our consolidated financial statements. Upon adoption of FIN 48, we had no unrecognized tax benefits. No unrecognized tax benefits, interest or penalties were accrued at March 31, 2007. Our U.S. federal net operating losses have occurred since 1998 and as such, tax years subject to potential tax examination could apply from that date because carrying-back net operating loss opens the relevant year to audit.
    
FORWARD-LOOKING STATEMENTS
 
    This quarterly report on Form 10-Q 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. 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, but are not limited to, the following risks which are described in greater detail in the Company’s Annual Report on Form 10-K referred to below: (i) our history of recent losses and the possibility that we may continue to incur losses; (ii) the existence of intense competition in the markets for our products, which could result in a decrease in our products’ prices and sales; (iii) our need to keep pace with rapid product and process development and technological changes as well as product cost reductions to be competitive; (iv) our gallium arsenide semiconductors may cease to be competitive with silicon alternatives; (v) sources for certain components, materials and equipment are limited, which could result in delays or reductions in product shipments; (vi) our ability to respond to a significant increase in demand from our customers; (vii) our dependence on a small number of customers; (viii) our operating results may be harmed if we fail to sell a high volume of products; (ix) the short life cycles of some of our products may leave us with obsolete or excess inventories; (x) we may face interruptions in our manufacturing processes; (xi) the variability of our manufacturing yields may affect our gross margins; (xii) our dependence on foreign semiconductor assembly and test operations contractors could lead to delays in product shipments; (xiii) our results of operations can vary significantly due to the cyclical nature of the semiconductor industry and our end markets; (xiv) our products have experienced rapidly declining unit prices; (xv) capital required for our business may not be available when we need it; (xvi) our success depends on our ability to attract and retain qualified personnel; (xvii) risks due to our international customer base and our subcontracting operations; (xviii) stringent environmental laws and regulations both domestically and abroad; (ixx) any failure to protect our intellectual property rights or avoid claims that we have infringed on the intellectual property rights of others; (xx) any pursuit of selective acquisitions and alliances which dilute the ownership of our current shareholders and the management and integration of additional operations which may be expensive and divert management time; (xxi) certain provisions in our governing documents, our shareholders’ rights agreement and of Delaware law could deter, delay or prevent a third party from acquiring us and prevent shareholders from realizing a takeover premium. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein or 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, 2006. The Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
    The Company's market risk has not changed significantly for the risks disclosed in Item 7A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006. 

ITEM 4. CONTROLS AND PROCEDURES 
 
    Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”), and Chief Financial Officer (“CFO”), we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2007. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported as specified within the SEC’s rules and forms.
 
    There was no change in the Company’s internal control over financial reporting during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
    Because of their inherent limitations, disclosure controls and procedures and internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.







ANADIGICS, Inc.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
 
    We are a party to litigation arising in the ordinary course out of the operation of our business. We believe that the ultimate resolution of such litigation should not have a material adverse effect on our financial condition, results of operations or liquidity.


31.1 Rule 13a-14(a)/15d-14(a) Certification of Bami Bastani, President and Chief Executive Officer of ANADIGICS, Inc.

31.2 Rule 13a-14(a)/15d-14(a) Certification of Thomas C. Shields, Executive Vice President and Chief Financial Officer of ANADIGICS, Inc.

32.1 Section 1350 Certification of Bami Bastani, President and Chief Executive Officer of ANADIGICS, Inc.

32.2 Section 1350 Certification of Thomas C. Shields, Executive Vice President and Chief Financial Officer of ANADIGICS, Inc.



SIGNATURES

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


ANADIGICS, INC.




By:
/s/ Thomas C. Shields
 
Thomas C. Shields
 
Executive Vice President and Chief Financial Officer
 
 


Dated: May 7, 2007