-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, COrQH5HUK46LsqPRE++BDTg+xJbCjq+ahHDAiCLBl+whRW+NptAsEpaioDK49Ms5 22jiMCt39RdyLYNnqb9uyA== 0000940332-07-000019.txt : 20070807 0000940332-07-000019.hdr.sgml : 20070807 20070806174218 ACCESSION NUMBER: 0000940332-07-000019 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070806 FILED AS OF DATE: 20070807 DATE AS OF CHANGE: 20070806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANADIGICS INC CENTRAL INDEX KEY: 0000940332 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 222582106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25662 FILM NUMBER: 071028995 BUSINESS ADDRESS: STREET 1: 141 MT. BETHEL ROAD CITY: WARREN STATE: NJ ZIP: 07059 BUSINESS PHONE: 9086685000 MAIL ADDRESS: STREET 1: 141 MT. BETHEL ROAD CITY: WARREN STATE: NJ ZIP: 07059 10-Q 1 anadq20710q.htm ANADIGICS SECOND QUARTER 2007 10Q ANADIGICS Second 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 JUNE 30, 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 June 30, 2007 was 59,523,475 (excluding 113,761 shares held in treasury).





INDEX

ANADIGICS, Inc.

 
PART I
Financial Information
   
Item 1.
Financial Statements (unaudited)
   
 
Condensed consolidated balance sheets - June 30, 2007 and December 31, 2006
   
 
Condensed consolidated statements of operations and comprehensive income (loss) - Three and six months ended June 30, 2007 and July 1, 2006
   
 
Condensed consolidated statements of cash flows - Six months ended June 30, 2007 and July 1, 2006
   
 
Notes to condensed consolidated financial statements - June 30, 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 4.
Submission of Matters to a Vote of Security Holders
   
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)

 
   
June 30, 2007 
 
 
December 31, 2006
 
 
 
 
(unaudited) 
 
 
(Note 1)
 
ASSETS
             
               
Current assets:
             
Cash and cash equivalents
 
$
43,575
 
$
13,706
 
Marketable securities
   
128,755
   
60,892
 
Accounts receivable, net
   
33,561
   
26,707
 
Inventories
   
18,967
   
19,701
 
Prepaid expenses and other current assets
   
5,683
   
2,632
 
Assets of discontinued operations
   
21
   
1,429
 
Total current assets
   
230,562
   
125,067
 
               
Marketable securities
   
8,811
   
8,884
 
Plant and equipment:
             
Equipment and furniture
   
150,378
   
138,652
 
Leasehold improvements
   
38,322
   
38,310
 
Projects in process
   
10,089
   
4,975
 
     
198,789
   
181,937
 
Less accumulated depreciation and amortization
   
(144,988
)
 
(140,678
)
     
53,801
   
41,259
 
Goodwill and other intangibles, net of amortization
   
5,918
   
5,929
 
Other assets
   
1,231
   
1,463
 
               
Total assets
 
$
300,323
 
$
182,602
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
             
               
Current liabilities:
             
Accounts payable
 
$
22,794
 
$
17,879
 
Accrued liabilities
   
6,526
   
5,588
 
Current maturities of capital lease obligations
   
-
   
312
 
Liabilities of discontinued operations
   
152
   
252
 
Total current liabilities
   
29,472
   
24,031
 
               
Other long-term liabilities
   
3,298
   
3,348
 
Long-term debt, less current portion
   
38,000
   
38,000
 
Capital lease obligations, less current portion
   
-
   
1,463
 
               
Commitments and contingencies
             
Stockholders’ equity:
             
Common stock, $0.01 par value, 144,000 shares authorized, 59,756 and 49,200 issued at June 30, 2007 and December 31, 2006
   
598
   
492
 
Additional paid-in capital
   
538,401
   
413,672
 
Accumulated deficit
   
(309,044
)
 
(298,046
)
Accumulated other comprehensive loss
   
(144
)
 
(100
)
Treasury stock at cost: 114 shares
   
(258
)
 
(258
)
Total stockholders’ equity
   
229,553
   
115,760
 
               
Total liabilities and stockholders’ equity
 
$
300,323
 
$
182,602
 

 

See accompanying notes.





ANADIGICS, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 
 
Three months ended 
Six months ended
 
   
June 30, 2007 
 
 
July 1, 2006
 
 
June 30, 2007
 
 
July 1, 2006
 
 
   
(unaudited) 
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
                           
Net sales
 
$
53,869
 
$
39,348
 
$
103,442
 
$
74,043
 
Cost of sales
   
34,963
   
28,237
   
68,250
   
53,526
 
Gross profit
   
18,906
   
11,111
   
35,192
   
20,517
 
Research and development expenses
   
11,080
   
8,358
   
20,818
   
16,364
 
Selling and administrative expenses
   
7,482
   
5,678
   
14,841
   
10,942
 
                           
Operating income (loss)
   
344
   
(2,925
)
 
(467
)
 
(6,789
)
Interest income
   
2,198
   
1,567
   
3,438
   
2,430
 
Interest expense
   
(655
)
 
(1,287
)
 
(1,280
)
 
(2,575
)
Other income
   
-
   
21
   
-
   
21
 
                           
Income (loss) from continuing operations
   
1,887
   
(2,624
)
 
1,691
   
(6,913
)
Loss from discontinued operations
   
-
   
(163
)
 
(965
)
 
(511
)
                           
Net income (loss)
 
$
1,887
 
$
(2,787
)
$
726
 
$
(7,424
)
                           
Basic earnings (loss) per share
                         
Income (loss) from continuing operations
 
$
0.03
 
$
(0.06
)
$
0.03
 
$
(0.17
)
Loss from discontinued operations
   
-
   
-
 
$
(0.02
)
$
(0.01
)
Net income (loss)
 
$
0.03
 
$
(0.06
)
$
0.01
 
$
(0.18
)
                           
Diluted earnings (loss) per share
                         
Income (loss) from continuing operations
 
$
0.03
 
$
(0.06
)
$
0.03
 
$
(0.17
)
Loss from discontinued operations
   
-
   
-
 
$
(0.02
)
$
(0.01
)
Net income (loss)
 
$
0.03
 
$
(0.06
)
$
0.01
 
$
(0.18
)
                           
Weighted average common shares outstanding used in computing earnings (loss) per share
                         
Basic
   
56,523
   
47,198
   
52,419
   
42,184
 
Diluted
   
59,604
   
47,198
   
55,774
   
42,184
 




CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(AMOUNTS IN THOUSANDS)


 
 
Three months ended 
Six months ended
 
   
June 30, 2007 
 
 
July 1, 2006
 
 
June 30, 2007
 
 
July 1, 2006
 
 
   
(unaudited) 
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
 
                           
Net income (loss)
 
$
1,887
 
$
(2,787
)
$
726
 
$
(7,424
)
Unrealized (loss) gain on marketable securities
   
(52
)
 
62
   
(42
)
 
167
 
Foreign currency translation adjustment
   
2
   
(4
)
 
(2
)
 
2
 
                           
Reclassification adjustment:
                         
Net realized loss previously recognized in other comprehensive income
   
9
   
-
   
9
   
-
 
Comprehensive income (loss)
 
$
1,846
 
$
(2,729
)
$
691
 
$
(7,255
)


See accompanying notes.





ANADIGICS, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)

 
 
Six months ended 
 
   
June 30, 2007 
 
 
July 1, 2006
 
 
 
 
(unaudited) 
 
 
(unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES
             
Net income (loss)
 
$
726
 
$
(7,424
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
             
Loss from discontinued operations
   
965
   
511
 
Depreciation
   
4,137
   
4,062
 
Amortization
   
417
   
960
 
Stock based compensation
   
7,716
   
3,143
 
Amortization of (discount) premium on marketable securities
   
(171
)
 
168
 
Realized loss on sales of marketable securities
   
9
   
-
 
Gain on disposal of equipment
   
-
   
(19
)
Changes in operating assets and liabilities:
             
Accounts receivable
   
(6,854
)
 
(4,303
)
Inventories
   
734
   
(4,247
)
Prepaid expenses and other assets
   
(3,052
)
 
(1,423
)
Accounts payable
   
4,915
   
1,518
 
Accrued liabilities and other liabilities
   
1,273
   
284
 
               
Net cash provided by (used in) operating activities
   
10,815
   
(6,770
)
               
CASH FLOWS FROM INVESTING ACTIVITIES
             
Purchases of plant and equipment
   
(16,851
)
 
(5,529
)
Proceeds from sale of equipment
   
-
   
28
 
Purchases of marketable securities
   
(141,157
)
 
(134,457
)
Proceeds from sale of marketable securities
   
73,487
   
95,254
 
               
Net cash used in investing activities
   
(84,521
)
 
(44,704
)
               
CASH FLOWS FROM FINANCING ACTIVITIES
             
Payment of capital lease obligations
   
(1,775
)
 
(115
)
Issuance of common stock
   
105,350
   
54,881
 
               
Net cash provided by financing activities
   
103,575
   
54,766
 
               
Net increase in cash and cash equivalents
   
29,869
   
3,292
 
Cash and cash equivalents at beginning of period
   
13,706
   
11,891
 
               
Cash and cash equivalents at end of period
 
$
43,575
 
$
15,183
 

 

















See accompanying notes.






ANADIGICS, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - JUNE 30, 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 U.S. generally accepted accounting principles 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 U.S. generally accepted accounting principles 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 and six month periods ended June 30, 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 U.S. generally accepted accounting principles 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 the majority 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 “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. 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, “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. 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 (“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, 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 or provision for income taxes. The Company recognizes interest and penalties related to the underpayment of income taxes in income tax expense. Upon adoption of FIN 48, the Company had no unrecognized tax benefits. No unrecognized tax benefits, interest or penalties were accrued at June 30, 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 six months ended June 30, 2007 included $181 in actual charges and $116 in provisions resulting in the balance of $282 at June 30, 2007. Warranty reserve movements in the six months ended July 1, 2006 included $319 in actual charges and a $234 increase in the provision.

DEPRECIATION
 
    During 2007, the Company began depreciating certain new wafer fabrication equipment over a seven year useful life.
 
2. DISCONTINUED OPERATIONS
 
    On April 2, 2007, the Company sold the majority 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 in the three and six months ended July 1, 2006 and through March 31, 2007 included with the six months ended June 30, 2007 were as follows:

   
Three months ended
 
Six months ended
 
   
July 1, 2006
 
June 30, 2007
 
July 1, 2006
 
Revenue
 
$
867
 
$
559
 
$
1,893
 
                     
Operating loss
   
(167
)
 
(479
)
 
(518
)
Interest income
   
4
   
4
   
7
 
Loss on sale of discontinued operations
   
-
   
(490
)
 
-
 
                     
Loss from discontinued operations
 
$
(163
)
$
(965
)
$
(511
)
 
    The assets and liabilities of Telcom are reflected as discontinued operations as of June 30, 2007 and December 31, 2006 and were:

 
   
June 30, 2007 
 
 
December 31, 2006
 
Assets of discontinued operations
             
Accounts receivable
 
$
21
 
$
604
 
Inventory
   
-
   
654
 
Other current and non-current assets
   
-
   
62
 
Fixed assets, net
   
-
   
109
 
    Total
 
$
21
 
$
1,429
 
               
Liabilities of discontinued operations
 
$
152
 
$
252
 

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

 
   
June 30, 2007 
 
 
December 31, 2006
 
               
Raw materials
 
$
5,013
 
$
5,370
 
Work in process
   
12,248
   
11,571
 
Finished goods
   
5,764
   
6,297
 
     
23,025
   
23,238
 
Reserves
   
(4,058
)
 
(3,537
)
               
Total
 
$
18,967
 
$
19,701
 
 
4. EARNINGS (LOSS) PER SHARE
 
    The reconciliation of shares used to calculate basic and diluted earnings (loss) per share consists of the following:

 
 
Three months ended 
Six months ended
 
   
June 30, 2007 
 
 
July 1, 2006
 
 
June 30, 2007
 
 
July 1, 2006
 
Weighted average common shares outstanding used to calculate basic earnings (loss) per share
   
56,523
   
47,198
   
52,419
   
42,184
 
Net effect of dilutive securities
   
3,081
   
-
   
3,355
   
-
 
Weighted average securities outstanding used to calculate diluted earnings (loss) per share
   
59,604
   
47,198
   
55,774
   
42,184
 
 
    Potential dilution arising from the remainder of the Company's outstanding stock options, unvested restricted shares or shares potentially issuable upon conversion of the Convertible notes are detailed below. Such potential dilution was excluded as their effect was anti-dilutive.

 
 
Three months ended 
Six months ended
 
 
 
June 30, 2007 
 
 
July 1, 2006
 
 
June 30, 2007
 
 
July 1, 2006
 
                           
Convertible notes
   
7,600
   
9,824
   
7,600
   
9,824
 
Stock options
   
1,881
   
5,160
   
1,881
   
5,246
 
Unvested restricted shares
   
-
   
2,205
   
-
   
2,200
 

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 
Six months ended
 
 
 
June 30, 2007 
 
 
July 1, 2006
 
 
June 30, 2007
 
 
July 1, 2006
 
                           
Broadband
 
$
26,109
 
$
16,938
 
$
50,663
 
$
32,415
 
Wireless
   
27,760
   
22,410
   
52,779
   
41,628
 
                           
Total
 
$
53,869
 
$
39,348
 
$
103,442
 
$
74,043
 
 
    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 
Six months ended
 
 
 
June 30, 2007 
 
 
July 1, 2006
 
 
June 30, 2007
 
 
July 1, 2006
 
                           
Asia
 
$
36,616
 
$
22,771
 
$
69,602
 
$
41,691
 
USA and Canada
   
14,742
   
13,406
   
29,097
   
26,286
 
Other
   
2,511
   
3,171
   
4,743
   
6,066
 
                           
Total
 
$
53,869
 
$
39,348
 
$
103,442
 
$
74,043
 

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 “Accounting for Stock Based Compensation”. 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 6,450 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.
 
    The table below summarizes stock based compensation by source and by financial statement line item for the three and six month periods:
 
 
 
Three months ended 
Six months ended
 
 
 
June 30, 2007 
 
 
July 1, 2006
 
 
June 30, 2007
 
 
July 1, 2006
 
                           
Amortization of restricted stock awards
 
$
3,159
 
$
1,644
 
$
6,308
 
$
2,960
 
Amortization of ESP Plan
   
200
   
100
   
400
   
200
 
Amortization of stock option awards
   
481
   
35
   
1,053
   
68
 
Total stock based compensation
 
$
3,840
 
$
1,779
 
$
7,761
 
$
3,228
 
                           
By Financial Statement line item
                         
Cost of sales
 
$
851
 
$
375
 
$
1,751
 
$
674
 
Research and development expenses
   
1,392
   
697
   
2,892
   
1,265
 
Selling and administrative expenses
   
1,597
   
660
   
3,073
   
1,205
 
Loss from discontinued operations
   
-
   
47
   
45
   
84
 


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 June 30, 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
707
9.65
137
9.92
Shares vested/options exercised
(1,120)
5.72
(1,248)
5.12
Forfeited
(165)
6.93
(199)
15.83
Balance at June 30, 2007
2,560
$7.33
4,359
$8.99

    On July 26, 2007, the Company granted 249 restricted shares under the 2005 Plan at a market price of $15.20, which fully vest on July 28,2008.
 
 
   
Information as of June 30, 2007 
 
Unrecognized stock based compensation cost
       
    Option plans
 
$
4,942
 
    Restricted stock
 
$
11,724
 
Weighted average remaining recognition period
       
    Option plans
   
2.4 years
 
    Restricted stock
   
1.2 years
 

Stock options outstanding at June 30, 2007 are summarized as follows:

Range of exercise prices
   
Outstanding Options at June 30, 2007
 
 
Weighted average remaining contractual life
 
 
Weighted average exercise price
 
 
Exercisable at June 30, 2007
 
 
Weighted average exercise price
 
                                 
$1.39 - $6.21
   
1,143
   
3.68
 
$
3.80
   
1,121
 
$
3.81
 
$6.25 - $8.79
   
1,119
   
6.31
 
$
7.34
   
1,059
 
$
7.27
 
$8.84 - 10.90
   
1,187
   
7.92
 
$
9.24
   
215
 
$
10.72
 
$11.13 - $53.48
   
910
   
3.72
 
$
17.23
   
884
 
$
17.38
 

Valuation Method for Stock Option Awards and ESP Plan

    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 six month periods ended June 30, 2007 and July 1, 2006 were:

 
 
Six months ended 
 
 
 
June 30, 2007 
 
 
July 1, 2006
 
               
Stock option awards:
             
Risk-free interest rate
   
4.70
%
 
4.31
%
Expected volatility
   
0.72
   
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
 
$
6.07
 
$
3.91
 
               
ESP Plan:
             
Risk-free interest rate
   
4.91
%
 
5.26
%
Expected volatility
   
0.58
   
0.70
 
Average expected term (in years)
   
1.00
   
1.00
 
Expected dividend yield
   
0.0
%
 
0.0
%
Weighted average fair value of purchase option
 
$
3.02
 
$
2.31
 

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 $98,959. 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 the majority 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 
Six months ended
 
 
 
June 30, 2007 
 
 
July 1, 2006
 
 
June 30, 2007
 
 
July 1, 2006
 
                           
Net sales
   
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
Cost of sales
   
64.9
%
 
71.8
%
 
66.0
%
 
72.3
%
                           
Gross margin
   
35.1
%
 
28.2
%
 
34.0
%
 
27.7
%
Research and development expenses
   
20.6
%
 
21.2
%
 
20.1
%
 
22.1
%
Selling and administrative expenses
   
13.9
%
 
14.4
%
 
14.4
%
 
14.8
%
                           
Operating income (loss)
   
0.6
%
 
(7.4
%)
 
(0.5
%)
 
(9.2
%)
Interest income
   
4.1
%
 
4.0
%
 
3.3
%
 
3.4
%
Interest expense
   
(1.2
%)
 
(3.3
%)
 
(1.2
%)
 
(3.5
%)
Other income
   
-
   
-
   
-
   
-
 
                           
Income (loss) from continuing operations
   
3.5
%
 
(6.7
%)
 
1.6
%
 
(9.3
%)
Loss from discontinued operations
   
-
   
(0.4
%)
 
(0.9
%)
 
(0.7
%)
                           
Net income (loss)
   
3.5
%
 
(7.1
%)
 
0.7
%
 
(10.0
%)
 
 
    NET SALES. Net sales increased 36.9% during the second quarter of 2007 to $53.9 million from $39.3 million in the second quarter of 2006. For the six months ended June 30, 2007, net sales were $103.4 million, a 39.7% increase from net sales of $74.0 million for the six months ended July 1, 2006.
 
    Sales of integrated circuits for broadband applications increased 54.1% during the second quarter of 2007 to $26.1 million from $16.9 million in the second quarter of 2006. For the six months ended June 30, 2007, net sales of integrated circuits for broadband applications increased 56.3% to $50.7 million from $32.4 million for the six months ended July 1, 2006. The increase in sales in the three and six month periods was primarily due to an increase in demand for WLAN and infrastructure products, with combined increases of $7.3 million and $16.1 million in the related periods. 
 
    Sales of integrated circuits for wireless applications increased 23.9% during the second quarter of 2007 to $27.8 million from $22.4 million in the second quarter of 2006. For the six months ended June 30, 2007, net sales of integrated circuits for wireless applications increased 26.8% to $52.8 million from $41.6 million for the six months ended July 1, 2006. The increase in sales of integrated circuits for wireless applications in the three and six month periods was primarily due to increased demand for our 3G (EDGE, WEDGE, CDMA2000 1X applications & WCDMA) PAs where revenue rose by $12.0 million and $21.0 million, respectively, which were partly offset by decreases of $6.5 million and $9.4 million, respectively in GSM revenues due to decreased volumes.
 
    Geographically, net sales in Asia increased 60.8% during the second quarter of 2007 to $36.6 million from $22.8 million in the second quarter of 2006. For the six months ended June 30, 2007, net sales in Asia increased 66.9% to $69.6 million from $41.7 million for the six months ended July 1, 2006. The increase in the three and six month periods was primarily driven by the increased demand for WLAN and 3G products.
 
    GROSS MARGIN. Gross margin during the second quarter of 2007 increased to 35.1% of net sales from 28.2% of net sales in the second quarter of 2006. For the six months ended June 30, 2007, gross margin increased to 34.0% from 27.7% for the six months ended July 1, 2006. The increase in gross margin in the three and six months 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 32.6% during the second quarter of 2007 to $11.1 million from $8.4 million during the second quarter of 2006. Company sponsored research and development expenses for the six month period ended June 30, 2007 increased 27.2% to $20.8 million from $16.4 million during the six month period ended July 1, 2006. The increase in the three months ended June 30, 2007 was primarily due to increased stock based compensation of $0.7 million and increased staff costs supporting new product development. The increase in the six months ended June 30, 2007 was primarily due to increased stock based compensation of $1.6 million, increased staff costs and materials and support costs to drive new product development.
 
    SELLING AND ADMINISTRATIVE. Selling and administrative expenses increased 31.8% to $7.5 million during the second quarter of 2007 from $5.7 million during the second quarter of 2006. Selling and administrative expenses increased 35.6% to $14.8 million from $10.9 million during the six month period ended July 1, 2006. The increase in the three months ended June 30, 2007 was primarily driven by increased staff costs, inclusive of an increase in stock based compensation of $0.9 million. The increase in the six months ended June 30, 2007 was primarily driven by increased staff costs, inclusive of an increase in stock based compensation of $1.9 million as well increased sales and marketing program costs to better address our larger international market.
 
    INTEREST INCOME. Interest income increased 40.3% to $2.2 million during the second quarter of 2007 from $1.6 million during the second quarter of 2006. For the six months ended June 30, 2007, interest income increased 41.5% from to $3.4 million from $2.4 million in the six month period ended July 1, 2006. The increases were 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 49.1% to $0.7 million during the second quarter of 2007 as compared to $1.3 million during the second quarter of 2006. For the six months ended June 30, 2007, interest expense decreased 50.3% to $1.3 million from $2.6 million in the six month period ended July 1, 2006. The decreases 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 in the second quarter of 2007 was zero compared to $0.2 million in the second quarter of 2006. For the six months ended June 30, 2007 the loss on discontinued operations increased 88.8% to $1.0 million as compared to $0.5 million during the six months ended July 1, 2006. The loss on discontinued operations in 2007 was comprised of $0.5 million loss on sale of Telcom recognized in the first quarter of 2007 and the increased operating loss as sales for the business decreased.

LIQUIDITY AND CAPITAL RESOURCES
 
    As of June 30, 2007, we had $43.6 million in cash and cash equivalents and $137.6 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 June 30, 2007, we had outstanding $38.0 million aggregate principal amount of our 2009 Notes.
 
    Operating activities provided $10.8 million in cash during the six month period ended June 30, 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 $67.7 million and purchases of fixed assets of $16.8 million, used $84.5 million of cash during the six month period ended June 30, 2007. Financing activities provided $103.6 million, and consisted primarily of proceeds received from the March 2007 Offering.
 
    As of June 30, 2007, we had unconditional purchase obligations of approximately $11.4 million of which $10.0 million relates to capital equipment purchase requirements primarily over the next six to 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. The Company has an Investment Contract with the Kunshan (China) New and Hi-Tech Industrial Development Zone to jointly construct a wafer fabrication facility, and anticipates capital expenditures of approximately $10 - 15 million during the next 18 months.
 
    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 June 30, 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 incur losses in the future; (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; and (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 June 30, 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.


ITEM   4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    The Company held its annual meeting of stockholders on May 17, 2007 at which the Company’s stockholders voted on:
 
§  
The election of three Class III Directors of the Company to hold office until 2010.
 
§  
The amendment of the 2005 Long Term Incentive and Share Award Plan to increase the number of shares issuable thereunder by 5,450,000 to 6,450,000.
 
    The two matters listed above were voted upon and approved by the shareholders of the Company as follows:
 
§  
The election of David Fellows as Class III Director was approved by holders of 51,492,342 shares of the Company’s outstanding capital stock.  Holders of 1,425,464 shares withheld from voting on such election.  The election of Ronald Rosenzweig as Class III Director was approved by holders of 51,199,120 shares of the Company’s outstanding capital stock.  Holders of 1,718,686 shares withheld from voting on such election. The election of Lewis Solomon as Class III Director was approved by holders of 50,498,943 shares of the Company’s outstanding capital stock.  Holders of 2,418,863 shares withheld from voting on such election. Messrs. Fellows, Rosenzweig and Solomon join the continuing Directors of the Company Messrs. Bachow, Bastani, Rein and Strigl.
 
§  
The amendment of the 2005 Long Term Incentive and Share Award Plan increased the number of shares issuable.  The amendment was approved by holders of 25,021,573 shares of the Company’s outstanding capital stock. Holders of 6,093,558 shares voted against the ratification.  Holders of 225,380 shares abstained from voting on such ratification and broker non-votes totaled 21,577,295.



10.1 Amendment No. 6 - as of July 23, 2007 to the Employment Agreement dated June 1, 1999, as amended between the Company and Ronald Rosenzweig

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: August 6, 2007























































 












EX-31.1 2 exhibit31-bastani.htm EXHIBIT 31.1 BASTANI CERTIFICATION Exhibit 31.1 Bastani Certification

                                                             Exhibit 31.1
 
CERTIFICATION

I, Bami Bastani, certify that:

1.  
I have reviewed this quarterly report on Form 10-Q of ANADIGICS, Inc.;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2007             
 
By:
/s/ Bami Bastani
 
Dr. Bami Bastani
 
President and Chief Executive Officer
 

 


 
EX-31.2 3 exhibit31-shields.htm EXHIBIT 31.1 SHIELDS CERTIFICATION Exhibit 31.1 Shields Certification
                                            0;                                                    Exhibit 31.2
 
CERTIFICATION

I, Thomas C. Shields, certify that:

1.  
I have reviewed this quarterly report on Form 10-Q of ANADIGICS, Inc.;

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: August 6, 2007  
 
By:
/s/ Thomas C. Shields
 
Thomas C. Shields
 
Executive Vice President and Chief Financial Officer

EX-32 4 exhibit32-bastani.htm EXHIBIT 32.1 BASTANI Exhibit 32.1 Bastani

Exhibit 32.1

CERTIFICATION

The undersigned, Bami Bastani, President and Chief Executive Officer of ANADIGICS, Inc. (the "Company"), hereby certifies that the Quarterly Report of the Company on Form 10-Q for the period ended June 30, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: August 6, 2007 
By:
/s/ Bami Bastani
 
Dr. Bami Bastani
 
President and Chief Executive Officer

This certification shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to ANADIGICS, Inc. and will be retained by ANADIGICS, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 5 exhibit32shields.htm EXHIBIT 32.2 SHIELDS CERTIFICATION Exhibit 32.2 Shields Certification
 
Exhibit 32.2

CERTIFICATION

The undersigned, Thomas C. Shields, Executive Vice President and Chief Financial Officer of ANADIGICS, Inc. (the "Company"), hereby certifies that the Quarterly Report of the Company on Form 10-Q for the period ended June 30, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: August 6, 2007 
 
By:
/s/ Thomas C. Shields
 
Thomas C. Shields
 
Executive Vice President and Chief Financial Officer

 
This certification shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to ANADIGICS, Inc. and will be retained by ANADIGICS, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-10.1 6 ronaldrosenzweigcontract.htm EMPLOYMENT CONTRACT UPDATE Employment Contract Update

Exhibit 10.1



Ronald Rosenzweig                                 60;                           23 July 2007
[Address]


Subject: Amendment - Agreement June 1, 1999 - Revision


Dear Ron;

This is to confirm the revision made by the Board of Directors Compensation and Human Resources Committee meeting on 23 July 2007 to extend the Agreement dated June 1, 1999 between you and ANADIGICS, Inc. (and extended from July 2, 2002 through July 2, 2003, from July 2, 2003 through July 2, 2004, from July 2, 2004 through July 2, 2005, from July 2, 2005 through July 2, 2006 and from July 2, 2006 through July 2, 2007), regarding your employment by the Company. The existing agreement set to expire July 2, 2007, will be extended with the following terms and conditions:

1.  
Your employment is extended for the period from July 2, 2007 through July 2, 2008 at 25% time as ANADIGICS employee.
2.  
Your base salary compensation shall be at the annual rate of $110,000 paid biweekly.
3.  
All other terms of your agreement dated June 1, 1999 remain intact as part of this extension.


If you are in agreement with the foregoing, please sign and return to John Warren, a copy of this letter.

Very truly yours,

/s/ Bami Bastani
 
 

 
Dr. Bami Bastani
President & Chief Executive Officer
ANADIGICS, Inc.

Accepted and agreed to as stated.
 
 

 
/s/Ronald Rosenzweig
Ronald Rosenzweig

 















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