-----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, R1EHTRVTBLXN1Q06oOOSdFDaOdPfQqt/Oe+WG2sFEnbV/EidPGxf0B6zYHT/21le 2M6S86/TKylQ/GtwPqBnFA== 0000940332-09-000014.txt : 20090428 0000940332-09-000014.hdr.sgml : 20090428 20090428160122 ACCESSION NUMBER: 0000940332-09-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090422 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090428 DATE AS OF CHANGE: 20090428 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: 0122 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25662 FILM NUMBER: 09775759 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 8-K 1 anad1q09earnings.htm ANADIGICS FIRST QUARTER EARNINGS anad1q09earnings.htm
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, DC 20549
FORM 8-K 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 28, 2009  
 
 
Commission File Number: 0-25662
 
 ANADIGICS, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware      
 22-2582106
 (State or other jurisdiction of incorporation or organization)
 (IRS Employer Identification Number)
   
 141 Mt. Bethel Road, Warren, NJ  07059
 07059
 (Address of prinicipal executive offices)
 (Zip Code)
   
 908-668-5000
 (Registrants telephone number, including area code)
 

Item 2.02 Results of Operations and Financial Condition

On April 28, 2009, ANADIGICS, Inc. (“ANADIGICS”) is issuing a press release and holding a conference call announcing its financial results for the first quarter 2009. A copy of the press release is furnished as Exhibit 99 to this Form 8-K. The information in this Form 8-K and the Exhibit attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Use of Non-GAAP Financial Measures
 
The attached press release includes financial measures that are not in accordance with GAAP, consisting of non-GAAP net income or loss and non-GAAP income or loss per share. Management uses non-GAAP net income or loss and non-GAAP income or loss per share to evaluate the company's operating and financial performance in light of business objectives, for planning purposes, when publicly providing our business outlook and to facilitate period-to-period comparisons. ANADIGICS believes that these measures are useful to investors because they enhance investors' ability to review the company's business from the same perspective as the company's management and facilitate comparisons of this period's results with prior periods. These non-GAAP measures exclude charges related to stock-based compensation, restructuring charges, impairment of auction rate securities and non-comparative charges in the first quarter of 2009 resulting from inventory reserves associated with reduced demand. Non-GAAP measures are used by some investors when assessing the ongoing operating and financial performance of our Company. These financial measures are not in accordance with GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. Management acknowledges that stock-based compensation is a recurring cost and is an important part of our employee’s compensation and impacts their performance. However the expense is non-cash in nature and there are various valuation methodologies and assumptions used in determining stock-based compensation that may be unrelated to operations, such as volatility and current interest rates. The presentation of the additional information should not be considered a substitute for net income or loss or income or loss per share prepared in accordance with GAAP.   The primary material limitations associated with the use of non-GAAP measures as compared to the most directly comparable GAAP financial measures are (i) they may not be comparable to similarly titled measures used by other companies in ANADIGICS industry, and (ii) they exclude financial information that some may consider important in evaluating our performance.
 
 

 


 
Pursuant to the requirements of Regulation G, ANADIGICS has included a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

99.1  Press Release issued by ANADIGICS, Inc., dated April 28, 2009.


SIGNATURES

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

 
ANADIGICS, INC.
 
Date: April 28, 2009
 
By: /s/ Thomas C. Shields 
 
Name: Thomas C. Shields
Title: Executive Vice President and Chief Financial Officer
EXHIBIT INDEX

Exhibit No.
 
Description
     
99.1
 
Press Release issued by ANADIGICS, Inc., dated April 28, 2009

 

ANADIGICS ANNOUNCES FIRST QUARTER 2009 RESULTS

Quarterly Net Sales of $30.5 Million; Non-GAAP Net Loss was ($0.21)

WARREN, N.J., April 28, 2009—ANADIGICS, Inc. (Nasdaq: ANAD), a leading provider of semiconductor solutions in the broadband wireless and wireline communications markets, reported first quarter 2009 net sales of $30.5 million, a decrease of 33% sequentially and 59% from the first quarter of 2008.  As of April 4, 2009, cash, cash equivalents and short and long-term marketable securities totaled $132.5 million.

GAAP net loss for the first quarter of 2009 was $22.0 million, or ($0.36) per share. Non-GAAP net loss for the first quarter of 2009 was $12.8 million, or ($0.21) per share.  Non-GAAP financial measures exclude charges of $9.2 million, or ($0.15) per share, associated with stock-based compensation, inventory, impairment of auction rate securities and a reduction in workforce.  The details of the Non-GAAP adjustments are available in the accompanied financial schedules.

“Our results reflect typical wireless seasonality and the effects of the economic downturn on our cable and WiFi customers,” commented Mario Rivas, President and Chief Executive Officer.  “While I am not satisfied with our financial guidance for the second quarter, which continues to reflect the impact of the economic downturn on our customers, we are confident that we have the leading technologies to service our end markets and are focused on execution, both strategically and operationally.  I am encouraged by our high level of design win activity and, as a result, expect a return to revenue growth in the second half of 2009.”

Outlook for the Second Quarter 2009
 
Net sales for the second quarter of 2009 are expected to decline approximately 8% to 10% from the first quarter of 2009.   Net loss per share on a GAAP basis for the second quarter is expected to be approximately ($0.29).  Non-GAAP loss per share, excluding non-cash stock compensation expense, is expected to be approximately ($0.24).  The net loss and non-GAAP loss per share are based on an estimated diluted weighted average outstanding common share count of 62 million.
 
The statements regarding the Company’s anticipated future performance are forward looking and actual results may differ materially. Please see safe harbor statement at the end of this press release.

This press release includes financial measures that are not in accordance with GAAP, consisting of non-GAAP net income or loss and non-GAAP income or loss per share. Management uses non-GAAP net income or loss and non-GAAP income or loss per share to evaluate the company's operating and financial performance in light of business objectives, for planning purposes, when publicly providing our business outlook and to facilitate period-to-period comparisons. ANADIGICS believes that these measures are useful to investors because they enhance investors' ability to review the company's business from the same perspective as the company's management and facilitate comparisons of this period's results with prior periods. These non-GAAP measures exclude charges related to stock-based compensation, restructuring charges, impairment of auction rate securities and non-comparative charges in the first quarter of 2009 resulting from inventory reserves associated with reduced demand. Non-GAAP measures are used by some investors when assessing the ongoing operating and financial performance of our Company. These financial measures are not in accordance with GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. Management acknowledges that stock-based compensation is a recurring cost and is an important part of our employee’s compensation and impacts their performance. However the expense is non-cash in nature and there are various valuation methodologies and assumptions used in determining stock-based compensation that may be unrelated to operations, such as volatility and current interest rates. The presentation of the additional information should not be considered a substitute for net income or loss or income or loss per share prepared in accordance with GAAP.

Limitations of non-GAAP financial measures. The primary material limitations associated with the use of non-GAAP measures as compared to the most directly comparable GAAP financial measures are (i) they may not be comparable to similarly titled measures used by other companies in ANADIGICS industry, and (ii) they exclude financial information that some may consider important in evaluating our performance. We compensate for these limitations by providing reconciliations of reported net income or loss and income or loss per share to non-GAAP net income or net loss and non-GAAP income or loss per share, respectively, within this press release.

Conference Call

ANADIGICS' senior management will conduct a conference call today at 5:00 PM Eastern Time. A live audio Webcast will be available at www.anadigics.com/investors. A recording of the call will be available approximately two hours after the end of the call on the ANADIGICS Web site or by dialing 800-642-1687 conference ID 94201908 (available until May 4, 2009).

Recent Highlights

March 23 - - ANADIGICS Introduces Line of Hybrid RF Line Amplifiers for CATV
April 23 - - ANADIGICS Powers Leading Global Broadband Embedded Device


 # # #

About ANADIGICS, Inc.

ANADIGICS, Inc. (Nasdaq: ANAD - News) is a leading provider of semiconductor solutions in the growing broadband wireless and wireline communications markets. The Company's products include power amplifiers, tuner integrated circuits, active splitters, line amplifiers, and other components, which can be sold individually or packaged as integrated radio frequency and front end modules.

Safe Harbor Statement

Except for historical information contained herein, this press release contains projections and other forward-looking statements (as that term is defined in the Securities Exchange Act of 1934, as amended). These projections and forward-looking statements reflect the Company's current views with respect to future events and financial performance and can generally be identified as such because the context of the statement will include words such as "believe", "anticipate", "expect", or words of similar import. Similarly, statements that describe our future plans, objectives, estimates or goals are forward-looking statements. No assurances can be given, however, that these events will occur or that these projections will be achieved and actual results and developments could differ materially from those projected as a result of certain factors. Important factors that could cause actual results and developments to be materially different from those expressed or implied by such projections and forward-looking statements include those factors detailed from time to time in our reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2008, and those discussed elsewhere herein.


 
 

 

ANADIGICS, INC.
           
Consolidated Statements of Operations
           
(Amounts in thousands, except per share amounts)
           
             
   
Three months ended
 
   
April 4, 2009
   
March 29, 2008
 
   
(Unaudited)
   
(Unaudited)
 
             
Net sales
  $ 30,495     $ 74,369  
Cost of sales
    29,245       47,764  
Gross profit
    1,250       26,605  
Research and development expenses
    11,625       14,331  
Selling and administrative expenses
    7,432       8,880  
Restructuring charge
    2,598       -  
Operating (loss) income
    (20,405 )     3,394  
Interest income
    559       1,938  
Interest expense
    (591 )     (591 )
Other expense, net
    (1,545 )     (812 )
Net (loss) income
  $ (21,982 )   $ 3,929  
                 
Net (loss) earnings per share
               
Basic
  $ (0.36 )   $ 0.07  
Diluted
  $ (0.36 )   $ 0.07  
                 
Basic shares outstanding
    61,742       59,310  
Basic & dilutive shares outstanding
    61,742       60,430  
                 
Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures
         
                 
GAAP net (loss) income
  $ (21,982 )   $ 3,929  
Stock compensation expense in continuing operations
               
     Cost of sales
    725       726  
     Research and development
    1,431       1,896  
     Selling and administrative
    1,445       1,784  
Cost of sales adjustment (1)
    1,410       -  
Auction rate securities impairment
    1,565       823  
Restructuring charge
    2,598       -  
Non-GAAP net (loss) income
  $ (12,808 )   $ 9,158  
                 
Non-GAAP earnings (loss) per share *
               
Basic
  $ (0.21 )   $ 0.15  
Diluted
  $ (0.21 )   $ 0.15  
                 
(*) Calculated using related GAAP shares outstanding
               
                 
(1) Three months ended April 4, 2009 includes $1,410 inventory reserves charge for products with reduced demand.
 
                 


 
 

 

ANADIGICS, INC.
           
Condensed Consolidated Balance Sheets
           
(Amounts in thousands)
           
             
   
April 4, 2009
   
December 31, 2008
 
Assets
 
Unaudited
       
             
Current assets:
           
Cash and cash equivalents
  $ 99,697     $ 123,552  
Marketable securities
    25,502       13,340  
Accounts receivable
    13,935       25,384  
Inventory
    28,660       33,578  
Prepaid expenses and other current assets
    4,118       3,121  
Total current assets
    171,912       198,975  
                 
Marketable securities
    7,267       8,832  
Plant and equipment, net
    93,648       95,671  
Other assets
    290       299  
    $ 273,117     $ 303,777  
                 
Liabilities and stockholders’ equity
               
                 
Current liabilities:
               
Accounts payable
  $ 10,913     $ 18,267  
Accrued liabilities
    7,385       13,203  
Accrued restructuring costs
    2,392       1,165  
Convertible notes
    38,000       38,000  
Total current liabilities
    58,690       70,635  
                 
Other long-term liabilities
    3,107       3,134  
                 
Stockholders’ equity
    211,320       230,008  
    $ 273,117     $ 303,777  
                 
* The condensed balance sheet at December 31, 2008 has been derived from the audited financial
         
statements at such date but does not include all the information and footnotes required by U.S.
         
generally accepted accounting principles for complete financial statements.
         
                 

EX-99.1 2 exhibit99.htm EARNINGS PRESS RELEASE exhibit99.htm
ANADIGICS ANNOUNCES FIRST QUARTER 2009 RESULTS

Quarterly Net Sales of $30.5 Million; Non-GAAP Net Loss was ($0.21)

WARREN, N.J., April 28, 2009—ANADIGICS, Inc. (Nasdaq: ANAD), a leading provider of semiconductor solutions in the broadband wireless and wireline communications markets, reported first quarter 2009 net sales of $30.5 million, a decrease of 33% sequentially and 59% from the first quarter of 2008.  As of April 4, 2009, cash, cash equivalents and short and long-term marketable securities totaled $132.5 million.

GAAP net loss for the first quarter of 2009 was $22.0 million, or ($0.36) per share. Non-GAAP net loss for the first quarter of 2009 was $12.8 million, or ($0.21) per share.  Non-GAAP financial measures exclude charges of $9.2 million, or ($0.15) per share, associated with stock-based compensation, inventory, impairment of auction rate securities and a reduction in workforce.  The details of the Non-GAAP adjustments are available in the accompanied financial schedules.

“Our results reflect typical wireless seasonality and the effects of the economic downturn on our cable and WiFi customers,” commented Mario Rivas, President and Chief Executive Officer.  “While I am not satisfied with our financial guidance for the second quarter, which continues to reflect the impact of the economic downturn on our customers, we are confident that we have the leading technologies to service our end markets and are focused on execution, both strategically and operationally.  I am encouraged by our high level of design win activity and, as a result, expect a return to revenue growth in the second half of 2009.”

Outlook for the Second Quarter 2009
 
Net sales for the second quarter of 2009 are expected to decline approximately 8% to 10% from the first quarter of 2009.   Net loss per share on a GAAP basis for the second quarter is expected to be approximately ($0.29).  Non-GAAP loss per share, excluding non-cash stock compensation expense, is expected to be approximately ($0.24).  The net loss and non-GAAP loss per share are based on an estimated diluted weighted average outstanding common share count of 62 million.
 
The statements regarding the Company’s anticipated future performance are forward looking and actual results may differ materially. Please see safe harbor statement at the end of this press release.

This press release includes financial measures that are not in accordance with GAAP, consisting of non-GAAP net income or loss and non-GAAP income or loss per share. Management uses non-GAAP net income or loss and non-GAAP income or loss per share to evaluate the company's operating and financial performance in light of business objectives, for planning purposes, when publicly providing our business outlook and to facilitate period-to-period comparisons. ANADIGICS believes that these measures are useful to investors because they enhance investors' ability to review the company's business from the same perspective as the company's management and facilitate comparisons of this period's results with prior periods. These non-GAAP measures exclude charges related to stock-based compensation, restructuring charges, impairment of auction rate securities and non-comparative charges in the first quarter of 2009 resulting from inventory reserves associated with reduced demand. Non-GAAP measures are used by some investors when assessing the ongoing operating and financial performance of our Company. These financial measures are not in accordance with GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. Management acknowledges that stock-based compensation is a recurring cost and is an important part of our employee’s compensation and impacts their performance. However the expense is non-cash in nature and there are various valuation methodologies and assumptions used in determining stock-based compensation that may be unrelated to operations, such as volatility and current interest rates. The presentation of the additional information should not be considered a substitute for net income or loss or income or loss per share prepared in accordance with GAAP.

Limitations of non-GAAP financial measures. The primary material limitations associated with the use of non-GAAP measures as compared to the most directly comparable GAAP financial measures are (i) they may not be comparable to similarly titled measures used by other companies in ANADIGICS industry, and (ii) they exclude financial information that some may consider important in evaluating our performance. We compensate for these limitations by providing reconciliations of reported net income or loss and income or loss per share to non-GAAP net income or net loss and non-GAAP income or loss per share, respectively, within this press release.

Conference Call

ANADIGICS' senior management will conduct a conference call today at 5:00 PM Eastern Time. A live audio Webcast will be available at www.anadigics.com/investors. A recording of the call will be available approximately two hours after the end of the call on the ANADIGICS Web site or by dialing 800-642-1687 conference ID 94201908 (available until May 4, 2009).

Recent Highlights

March 23 - - ANADIGICS Introduces Line of Hybrid RF Line Amplifiers for CATV
April 23 - - ANADIGICS Powers Leading Global Broadband Embedded Device


 # # #

About ANADIGICS, Inc.

ANADIGICS, Inc. (Nasdaq: ANAD - News) is a leading provider of semiconductor solutions in the growing broadband wireless and wireline communications markets. The Company's products include power amplifiers, tuner integrated circuits, active splitters, line amplifiers, and other components, which can be sold individually or packaged as integrated radio frequency and front end modules.

Safe Harbor Statement

Except for historical information contained herein, this press release contains projections and other forward-looking statements (as that term is defined in the Securities Exchange Act of 1934, as amended). These projections and forward-looking statements reflect the Company's current views with respect to future events and financial performance and can generally be identified as such because the context of the statement will include words such as "believe", "anticipate", "expect", or words of similar import. Similarly, statements that describe our future plans, objectives, estimates or goals are forward-looking statements. No assurances can be given, however, that these events will occur or that these projections will be achieved and actual results and developments could differ materially from those projected as a result of certain factors. Important factors that could cause actual results and developments to be materially different from those expressed or implied by such projections and forward-looking statements include those factors detailed from time to time in our reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2008, and those discussed elsewhere herein.


 
 

 

ANADIGICS, INC.
           
Consolidated Statements of Operations
           
(Amounts in thousands, except per share amounts)
           
             
   
Three months ended
 
   
April 4, 2009
   
March 29, 2008
 
   
(Unaudited)
   
(Unaudited)
 
             
Net sales
  $ 30,495     $ 74,369  
Cost of sales
    29,245       47,764  
Gross profit
    1,250       26,605  
Research and development expenses
    11,625       14,331  
Selling and administrative expenses
    7,432       8,880  
Restructuring charge
    2,598       -  
Operating (loss) income
    (20,405 )     3,394  
Interest income
    559       1,938  
Interest expense
    (591 )     (591 )
Other expense, net
    (1,545 )     (812 )
Net (loss) income
  $ (21,982 )   $ 3,929  
                 
Net (loss) earnings per share
               
Basic
  $ (0.36 )   $ 0.07  
Diluted
  $ (0.36 )   $ 0.07  
                 
Basic shares outstanding
    61,742       59,310  
Basic & dilutive shares outstanding
    61,742       60,430  
                 
Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures
         
                 
GAAP net (loss) income
  $ (21,982 )   $ 3,929  
Stock compensation expense in continuing operations
               
     Cost of sales
    725       726  
     Research and development
    1,431       1,896  
     Selling and administrative
    1,445       1,784  
Cost of sales adjustment (1)
    1,410       -  
Auction rate securities impairment
    1,565       823  
Restructuring charge
    2,598       -  
Non-GAAP net (loss) income
  $ (12,808 )   $ 9,158  
                 
Non-GAAP earnings (loss) per share *
               
Basic
  $ (0.21 )   $ 0.15  
Diluted
  $ (0.21 )   $ 0.15  
                 
(*) Calculated using related GAAP shares outstanding
               
                 
(1) Three months ended April 4, 2009 includes $1,410 inventory reserves charge for products with reduced demand.
 
                 


 
 

 

ANADIGICS, INC.
           
Condensed Consolidated Balance Sheets
           
(Amounts in thousands)
           
             
   
April 4, 2009
   
December 31, 2008
 
Assets
 
Unaudited
       
             
Current assets:
           
Cash and cash equivalents
  $ 99,697     $ 123,552  
Marketable securities
    25,502       13,340  
Accounts receivable
    13,935       25,384  
Inventory
    28,660       33,578  
Prepaid expenses and other current assets
    4,118       3,121  
Total current assets
    171,912       198,975  
                 
Marketable securities
    7,267       8,832  
Plant and equipment, net
    93,648       95,671  
Other assets
    290       299  
    $ 273,117     $ 303,777  
                 
Liabilities and stockholders’ equity
               
                 
Current liabilities:
               
Accounts payable
  $ 10,913     $ 18,267  
Accrued liabilities
    7,385       13,203  
Accrued restructuring costs
    2,392       1,165  
Convertible notes
    38,000       38,000  
Total current liabilities
    58,690       70,635  
                 
Other long-term liabilities
    3,107       3,134  
                 
Stockholders’ equity
    211,320       230,008  
    $ 273,117     $ 303,777  
                 
* The condensed balance sheet at December 31, 2008 has been derived from the audited financial
         
statements at such date but does not include all the information and footnotes required by U.S.
         
generally accepted accounting principles for complete financial statements.
         
                 

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