-----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, HCbzCW/ZWvVKuEvo607TBqc25FfpRCZIsatv4MsFiXhM4flbYUDQWUdG/mum4fYj 8xdFPoh4ZB9/v+y6evSuHw== 0000950116-00-001115.txt : 20000511 0000950116-00-001115.hdr.sgml : 20000511 ACCESSION NUMBER: 0000950116-00-001115 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000402 FILED AS OF DATE: 20000510 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: SEC FILE NUMBER: 000-25662 FILM NUMBER: 623675 BUSINESS ADDRESS: STREET 1: 35 TECHNOLOGY DR CITY: WARREN STATE: NJ ZIP: 07059 BUSINESS PHONE: 9086685000 MAIL ADDRESS: STREET 1: 35 TECHNOLOGY DRIVE CITY: WARREN STATE: NJ ZIP: 07059 10-Q 1 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 APRIL 2, 2000. 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 (I.R.S. Employer Identification No.) incorporation or organization) 35 Technology Drive 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 [ ] The number of shares outstanding of the registrant's common stock as of April 2, 2000 was 29,758,448. INDEX ANADIGICS, Inc. Part. I. Financial Information Item 1. Financial Statements (unaudited) Condensed consolidated balance sheets - April 2, 2000 and December 31, 1999. Condensed consolidated statements of operations - Three months ended April 2, 2000 and April 4, 1999. Condensed consolidated statements of comprehensive income (loss) - Three months ended April 2, 2000 and April 4, 1999. Condensed consolidated statements of cash flows - Three months ended April 2, 2000 and April 4, 1999. Notes to condensed consolidated financial statements - April 2, 2000. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Item 3. Quantitative and Qualitative Disclosures About Market Risk Part II. Other Information Item 1. Legal Proceedings Item 6. Exhibits and Reports on Form 8-K 2 PART I - FINANCIAL STATEMENTS Item 1. Financial Statements (unaudited) CONDENSED CONSOLIDATED BALANCE SHEETS ANADIGICS, Inc. (Amounts in thousands, except share and per share amounts)
April 2, 2000 December 31, 1999 ------------- ----------------- (unaudited) (Note 1) Assets Current assets: Cash and cash equivalents $ 132,162 $ 149,895 Marketable securities 21,946 14,452 Accounts receivable, net 27,563 25,151 Inventory 12,417 10,334 Prepaid expenses and other current assets 7,529 2,708 Insurance settlement receivable - 5,325 Deferred taxes 4,840 4,840 ----------- ------------ Total current assets 206,457 212,705 Marketable securities 13,703 7,404 Property and equipment: Equipment and furniture 118,887 115,195 Leasehold improvements 27,665 27,553 Projects in process 10,677 8,525 Less accumulated depreciation and amortization 69,641 66,383 ----------- ------------ 87,588 84,890 Other assets 2,631 2,164 Deferred taxes 7,193 10,447 ----------- ------------ $ 317,572 $ 317,610 ============ ============ Liabilities and stockholders' equity Current liabilities: Accounts payable $ 13,822 $ 15,901 Accrued litigation settlement costs - 11,761 Accrued liabilities 5,728 6,577 Accrued restructuring costs 993 993 Current maturities of long-term debt 1,000 1,000 Current maturities of capital lease obligations 220 151 --- --- Total current liabilities 21,763 36,383 Capital lease obligations, less current portion - 32 Other long-term liabilities 1,687 1,546 Long-term debt, less current portion 2,750 3,000 Stockholders' equity Common stock, $0.01 par value, 68,000,000 shares authorized, 29,758,448 and 28,853,614 issued and outstanding at April 2, 2000 and December 31, 1999, respectively 298 289 Additional paid-in capital 305,662 296,496 Accumulated deficit (14,470) (20,010) Accumulated other comprehensive income (loss) (118) (126) ----------- ------------ Total stockholders' equity 291,372 276,649 ----------- ------------ $ 317,572 $ 317,610 ============ ============
See notes to condensed consolidated financial statements. 3 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ANADIGICS, Inc. (Amounts in thousands, except share and per share amounts)
Three months ended ------------------ April 2, 2000 April 4, 1999 ------------- ------------- (unaudited) (unaudited) Net sales $ 43,005 $ 25,048 Cost of sales 21,833 16,900 ----------- ----------- Gross profit 21,172 8,148 Research and development expenses 9,789 5,581 Selling and administrative expenses 6,137 3,859 ----------- ----------- Operating income (loss) 5,246 (1,292) Interest income, net 2,499 517 Gain on sale of equipment 1,049 - ----------- ----------- Income (loss) before income taxes 8,794 (775) Provision (benefit) for income taxes 3,254 (287) ----------- ----------- Net income (loss) $ 5,540 $ (488) =========== =========== Basic earnings (loss) per share (1) $ 0.19 $ (0.02) =========== =========== Weighted average common shares outstanding (1) 29,277,268 22,198,005 =========== =========== Diluted earnings (loss) per share (1) $ 0.18 $ (0.02) =========== =========== Weighted average common and dilutive securities outstanding (1) 31,629,984 22,198,005 =========== ===========
(1) - Historical share and per share data have been restated to reflect a 3-for-2 stock split. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ANADIGICS, Inc. (Amounts in thousands)
Three months ended ------------------ April 2, 2000 April 4, 1999 ------------- ------------- (unaudited) (unaudited) Net income (loss) $ 5,540 $ (488) Unrealized gain (loss) on marketable securities 8 (6) ----------- ----------- Total comprehensive income (loss) $ 5,548 $ (494) =========== ===========
See notes to condensed consolidated financial statements. 4 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ANADIGICS, Inc. (Amounts in thousands)
Three months ended ------------------ April 2, 2000 April 4, 1999 ------------- ------------- (unaudited) (unaudited) Cash flows from operating activities: Net income (loss) $ 5,540 $ (488) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 4,953 5,765 Amortization 46 106 Deferred taxes 3,254 (168) Gain on sale of equipment (1,049) Payment of litigation settlement (6,436) Changes in operating assets and liabilities: Accounts receivable (2,412) (4,706) Inventory (2,083) 107 Prepaid expenses and other assets (5,288) (910) Accounts payable (2,079) (94) Accrued liabilities and other long-term liabilities (708) 1,803 ----------- ----------- Net cash (used in) provided by operating activities (6,262) 1,415 Cash flows from investing activities: Purchase of plant and equipment (7,597) (3,923) Purchase of marketable securities (19,431) (7,126) Proceeds from sale of marketable securities 5,646 8,386 Proceeds from sale of equipment 1,052 - ----------- ----------- Net cash used in investing activities (20,330) (2,663) Cash flows from financing activities: Repayment of long-term debt (250) (250) Payment of capital lease obligations (66) (71) Issuances of common stock 9,175 190 ----------- ----------- Net cash provided by (used in) financing activities 8,859 (131) ----------- ----------- Net decrease in cash and cash equivalents (17,733) (1,379) Cash and cash equivalents at beginning of period 149,895 23,987 ----------- ----------- Cash and cash equivalents at end of period $ 132,162 $ 22,608 =========== =========== Supplemental disclosures of cash flow information: Interest paid $ 79 $ 102 =========== =========== Taxes paid $ 45 $ - =========== =========== Supplemental schedule of non-cash investing activity: Acquisition of equipment under capital leases $ 103 ===========
See notes to condensed consolidated financial statements. 5 ANADIGICS, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) - April 2, 2000 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited, condensed, consolidated financial statements have been prepared in accordance with 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 generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For the quarter ended April 2, 2000, the Company deferred manufacturing variances that were planned and expected to be absorbed by the end of the year which reduced diluted earnings per share by $0.02 per share. Operating results for the three month period ended April 2, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. The condensed, consolidated balance sheet at December 31, 1999 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by 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, 1999. 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. 2. Inventories Inventories are stated at the lower of cost (first-in, first-out method) or market. Inventories consist of the following: April 2, 2000 Dec. 31, 1999 ------------- ------------- Raw materials $ 2,030 $ 1,995 Work in process 8,140 7,370 Finished goods 3,802 4,105 ---------- ---------- 13,972 13,470 Reserves 1,555 3,136 ---------- ---------- $ 12,417 $ 10,334 ========== ========== 3. Stockholders' Equity On January 27, 2000, the Company declared a stock dividend of one share of common stock for each two shares of common stock outstanding. The dividend was payable on February 29, 2000 to holders of record on February 10, 2000. Accordingly, the 1999 condensed, consolidated financial statements and notes thereto have been retroactively restated to reflect the three-for-two stock split. 6 ANADIGICS, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) - April 2, 2000 (Continued) 4. Earnings Per Share The reconciliation of shares used to calculate basic and diluted earnings per share consists of the following: Three months ended ------------------ April 2, 2000 April 4, 1999 ------------- ------------- Weighted average common shares outstanding used to calculate basic earnings per share 29,277,268 22,198,005 Net effect of dilutive stock options - based upon the treasury stock method using an average market price 2,352,716 - * ---------- ---------- Weighted average common and dilutive securities outstanding used to calculate diluted earnings per share 31,629,984 22,198,005 ========== ========== * - The dilutive stock options are not included as their effect is anti-dilutive. 5. Segment Information Revenues by Application 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 ------------------ April 2, 2000 April 4, 1999 ------------- ------------- Cellular and PCS Applications $ 23,376 $ 9,417 Cable and Broadcast Applications 15,303 9,930 Fiber Optic Applications 4,326 5,600 Engineering service sales - 101 ---------- ---------- Total $ 43,005 $ 25,048 ========== ========== Geographic Information The Company primarily sells to four geographic regions; Europe, Asia, North America (primarily U.S.A.), and South America. The geographic region is determined by the destination of the shipped product. Net sales to each of the four geographic regions are as follows: Three months ended ------------------ April 2, 2000 April 4, 1999 ------------- ------------- Europe $ 9,755 $ 5,811 Asia 9,219 7,425 North America (primarily U.S.A.) 17,026 9,310 South America 7,005 2,502 ---------- ---------- Total $ 43,005 $ 25,048 ========== ========== 7 ANADIGICS, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) - April 2, 2000 (Continued) 6. Legal Proceedings The court-approved settlement of the previously-disclosed consolidated securities class action, captioned In re ANADIGICS, Inc. Securities Litigation, No. 98-CV-917 (MLC) (D.N.J.), and shareholder's derivative lawsuit, captioned Deegan v. Rosenzweig, No. 98-CV-3640 (MLC) (D.N.J.), became final and was funded in January 2000. The total settlement payment (including the costs of administering the settlement) was $11.9 million, of which approximately $5.3 million was paid on behalf of ANADIGICS, Inc. by the Company's insurers. 8 ANADIGICS, Inc. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation Results of Operations The following table sets forth unaudited consolidated statements of operations data as a percent of net sales for the periods presented: Consolidated Statement of Operations- Three months ended ------------------ April 2, 2000 April 4, 1999 ------------- ------------- (unaudited) (unaudited) Net sales 100.0% 100.0% Cost of sales 50.8% 67.5% ----- ----- Gross profit 49.2% 32.5% Research and development expenses 22.8% 22.3% Selling and administrative expenses 14.2% 15.4% ----- ----- Operating income (loss) 12.2% (5.2%) Interest income, net 5.8% 2.1% Gain on sale of equipment 2.4% - ----- ----- Income (loss) before income taxes 20.4% (3.1%) Provision (benefit) for income taxes 7.5% (1.1%) ----- ----- Net income (loss) 12.9% (2.0%) ===== ===== First Quarter 2000 (Ended April 2, 2000) Compared to First Quarter 1999 (Ended April 4, 1999) Net Sales. Net sales during the first quarter of 2000 increased 72% to $43.0 million from $25.0 million in the first quarter of 1999. Sales of integrated circuits for cellular and PCS applications increased 148% during the first quarter of 2000 to $23.4 million from $9.4 million in the first quarter of 1999. The increase in sales of integrated circuits for cellular and PCS applications was due to an increase in demand for our multi-band, multi-mode power amplifier integrated circuits used in wireless telephone handsets. Sales of integrated circuits for cable and broadcast applications increased 54% during the first quarter of 2000 to $15.3 million from $9.9 million in the first quarter of 1999. The increase in sales of integrated circuits for cable and broadcast applications during the first quarter of 2000 was due to increased demand for integrated circuit line amplifiers, which are used in cable television systems to distribute signals from cable headends to subscribers, and video tuner chip sets and reverse amplifier integrated circuits, which are used in cable television set-top boxes and cable modems to receive and transmit signals. Sales of integrated circuits for fiber optic telecommunications and data communications ("fiber optic") applications decreased 23% during the first quarter of 2000 to $4.3 million from $5.6 million in the first quarter of 1999. The reduction in sales of integrated circuits for fiber optic applications was primarily due to a reduction in demand and average selling prices for its transimpedence amplifiers used in Synchronous Optical Network (SONET) medium range and long-haul fiber optic telecommunications applications. The Company expects increased competition in its fiber optic transimpedence amplifier applications. Increased competition could result in decreased prices for the Company's integrated circuits and/or reduced demand for its products. 9 Engineering service sales, which reflect customers' contributions to research and development, were $0.1 million during the first quarter of 1999. Generally, selling prices for same product sales were lower during the first quarter of 2000 compared to the first quarter of 1999. Gross Margin. Gross margin during the first quarter of 2000 increased to 49.2% from 32.5% in the first quarter of 1999. Gross margin during the first quarter of 1999 included $2.7 million of accelerated depreciation expense associated with the closing of the Company's four-inch wafer fabrication facility. The accelerated depreciation expense was due to a reduction in the useful lives of the fabrication facility equipment and leasehold improvements with original lives ranging from five to twenty years that were reduced to a life of nine months beginning October 1, 1998. The reduction in estimated useful life followed our October 1998 decision to close our four-inch wafer fabrication facility. Excluding the accelerated depreciation expense of $2.7 million, gross margin during the first quarter of 1999 was 43.1%. The increase in gross margin during the first quarter of 2000 to 49.2% from 43.1% (excluding the accelerated depreciation expense of $2.7 million) in the first quarter of 1999, resulted from leveraging fixed costs over higher sales levels, as well as manufacturing efficiencies and per unit material cost reductions which resulted from the use of six-inch wafers during the first quarter of 2000, compared to four-inch wafers used during the first quarter of 1999. Research and Development. Company sponsored research and development expense increased 75% during the first quarter of 2000 to $9.8 million from $5.6 million during the first quarter of 1999. The increase was primarily attributable to: (1) increased research and development of integrated circuits for cellular and PCS, CATV, and fiber optic applications, and (2) increased research and development of new process technologies, particularly Indium Gallium Phosphide Heterojunction Bi-polar Transistor (InGaP HBT) process technology for integrated circuits used in cellular and PCS, and fiber optic applications. As a percentage of sales, research and development expense increased to 22.8% in the first quarter of 2000 from 22.3% in the first quarter of 1999. Selling and Administrative. Selling and administrative expenses increased 59% during the first quarter of 2000 to $6.1 million from $3.9 million in the first quarter of 1999. The increase in selling and administrative expenses during the first quarter of 2000 was primarily due to increased staffing, payroll taxes associated with employee stock options exercised, and increased sales commission expense. As a percentage of sales, selling and administrative expenses decreased to 14.2% in the first quarter of 2000 from 15.4% in the first quarter of 1999. Gain on Sale of Equipment. During the first quarter of 2000, the Company sold equipment, which resulted in a gain on the sale of approximately $1.0 million. Substantially all of the equipment was fully depreciated prior to its sale. Interest Income, net. Interest income, net increased $2.0 million to $2.5 million during the first quarter of 2000 from $0.5 million during the first quarter of 1999 on substantially higher invested cash balances following our secondary offering of common stock completed in November 1999. Provision for Income Taxes. The provision for income taxes during the first quarter of 2000 was recorded at an estimated effective annual rate of 37% of the income before income taxes. 10 Liquidity and Capital Resources As of April 2, 2000, we had $132.2 million in cash and cash equivalents and $35.6 million in marketable securities. We had $3.8 million of bank debt outstanding as of the end of the first quarter of 2000. We entered into an interest rate swap agreement in 1998, which effectively fixes the interest rate on this portion of the credit facility at 7.09%. The swap effectively changed the variable interest rate of this bank debt to a fixed rate for which the present value of the cash flows are approximately the same. As of April 2, 2000, we also had $15.0 million available under a credit facility. The credit facility drawdown period expires on July 1, 2001. The outstanding bank debt and credit facility are subject to certain financial covenants. Substantially all of our assets are pledged as security for repayments of the outstanding bank debt and borrowings, if any, under the credit facility. Operations used $6.3 million in cash during the first quarter of 2000, which included a payment of $6.4 million during the period to settle a shareholder lawsuit. Investing activities, which primarily consisted of net purchases of marketable securities of $13.8 million and purchases of equipment of $7.6 million, used $20.3 million of cash during the first quarter of 2000. Financing activities raised $8.9 million during the first quarter of 2000. Cash provided by financing activities primarily consisted of proceeds received from employee stock options exercised, which raised $9.2 million during the quarter. As previously planned and disclosed, we ceased our wafer fabrication operations in our four-inch wafer fabrication facility during the third quarter of 1999. Fabrication facility dismantling and restoration activities began late in the fourth quarter of 1999 and are expected to continue through the second quarter of 2000. We plan to restore these areas as office space by the end of the third quarter of 2000. In December 1999, we entered into an agreement to expand our six-inch wafer fabrication facility. The expansion, which is expected to cost approximately $10.0 million, will approximately double our current production capacity and is expected to be completed by the end of the second quarter of 2000. In addition to the above wafer fabrication facility expansion investment of $10.0 million, as of April 2, 2000, we also committed to purchase approximately $12.0 million of equipment and furniture, and leasehold improvements during the first half of 2000. We believe that our sources of capital, including internally generated funds and $15.0 million available under our existing credit facility, will be adequate to satisfy anticipated capital needs for the next twelve months and beyond. Our anticipated capital needs may include acquisitions of complimentary businesses or technologies, or investments in other companies. However, we may elect to finance all or part of our future capital requirements through additional equity or debt financing. There can be no assurance that such additional financing would be available on satisfactory terms. Impact of Year 2000 The Year 2000 issue is the result of computer programs being written using two digits rather than four to define the applicable year. Any of our computer programs or hardware that have date-sensitive software or embedded chips may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices, or engage in similar normal business activities. To address the Year 2000 issue, we formed a senior team of internal staff and outside consultants to ensure that the Year 2000 issue did not have an adverse effect on our core business operations. To accomplish this, we invested approximately $1.0 million in new computer hardware and software and $0.5 million in assessment, development and remediation efforts in 1998 and 1999 to ensure that our information technology systems, non-information technology systems, and manufacturing equipment were Year 2000 compliant. 11 We have completed our remediation and testing procedures and to date, we have not experienced any disruptions in our business due to Year 2000 compliance problems. However, it is possible that certain of our systems, or systems of our customers or vendors may fail to operate in the Year 2000. To the extent we experience Year 2000 related issues in the future, our business and results of operations may be materially adversely effected. Impact Of Recently Issued Accounting Standards In June 1998, the FASB issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, which is required to be adopted in years beginning after June 15, 2000. The Statement permits early adoption as of the beginning of any fiscal quarter after its issuance. We expect to adopt the new Statement effective January 1, 2001. The Statement will require us to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. We do not anticipate that the adoption of this Statement will have a significant effect on our results of operations or financial position. Risks and Uncertainties Except for historical information contained herein, this Management's Discussion and Analysis of Financial Condition and Results of Operation contains forward-looking statements that involve risks and uncertainties, including, but not limited to, order rescheduling or cancellation, changes in customer's forecasts of product demand, timely product and process development, individual product pricing pressure, variation in production yield, changes in estimated product lives, difficulties in obtaining components and assembly services needed for production of integrated circuits, change in economic conditions of the various markets the Company serves, as well as the other risks detailed from time to time in the Company's reports filed with the Securities and Exchange Commission, including the report on Form 10-K for the year ended December 31, 1999 and the Registration Statement on Form S-3 (Registration No. 333-83889). These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company "believes", "anticipates", "expects", or words of similar import. Similarly, statements that describe the Company's future plans, objectives, estimates or goals are forward-looking statements. The cautionary statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q. Important factors that could cause actual results and developments to be materially different from those expressed or implied by such statements include those factors discussed herein. Item 3. Quantitative And Qualitative Disclosures About Market Risk We are exposed to changes in interest rates primarily from our credit facility and our investments in certain available-for-sale securities. To date, we have managed our exposure to changes in interest rates from our credit facility by entering into interest rate swap agreements which allow us to convert our debt from variable to fixed interest rates. We plan to continue to reduce our exposure to changes in interest rates from our credit facility by using interest rate derivative instruments. Our available-for-sale securities consist of fixed income investments (U.S. Treasury and Agency securities and short-term commercial paper). We continually monitor our exposure to changes in interest rates from our available-for-sale securities. Accordingly, we believe that the effects of changes in interest rates are limited and would not have a material impact on our financial condition or results of operations. However, it is possible that we are at risk if interest rates change in an unfavorable direction. The magnitude of any gain or loss will be a function of the difference between the fixed rate of the financial instrument and the market rate and our financial condition and results of operations could be materially affected. 12 ANADIGICS, Inc. PART II. OTHER INFORMATION Item 1. Legal Proceedings Shareholder Litigation The court-approved settlement of the previously-disclosed consolidated securities class action, captioned In re ANADIGICS, Inc. Securities Litigation, No. 98-CV-917 (MLC) (D.N.J.), and shareholder's derivative lawsuit, captioned Deegan v. Rosenzweig, No. 98-CV-3640 (MLC) (D.N.J.), became final and was funded in January 2000. The total settlement payment (including the costs of administering the settlement) was $11.9 million, of which approximately $5.3 million was paid on behalf of ANADIGICS, Inc. by the Company's insurers. Item 6. Exhibits and Reports on Form 8-K (a) The following exhibits are included herein: Exhibit 27. - Financial Data Schedule (b) Reports on Form 8-K relating to the quarter ended April 2, 2000. The Company did not file any reports on Form 8-K during the quarter ended April 2, 2000. 13 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 Senior Vice President and Chief Financial Officer Dated: May 10, 2000 14 ANADIGICS, Inc. EXHIBIT INDEX Page ---- Exhibit 27. Financial Data Schedule ........................ 16 15 EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted for the three months ended April 2, 2000 and is qualified in its entirety by reference to such financial statements. 3-MOS DEC-31-2000 APR-02-2000 132,162,000 21,946,000 27,563,000 0 12,417,000 206,457,000 157,229,000 69,641,000 317,572,000 21,763,000 0 0 0 298,000 291,074,000 317,572,000 43,005,000 43,005,000 21,633,000 21,633,000 15,926,000 (1,049,000) (2,499,000) 8,794,000 3,254,000 5,540,000 0 0 0 5,540,000 0.19 0.18
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