-----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, HXB9uMEvPA72rkQ6a6GIwvYfF6wjZgKakbFuAEsv0Q22xGTMAhfxJ6vpZ1Fijd3C TFdUrDRAZwPVkxpgHhRqQw== 0000950162-99-001043.txt : 19991026 0000950162-99-001043.hdr.sgml : 19991026 ACCESSION NUMBER: 0000950162-99-001043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991025 ITEM INFORMATION: FILED AS OF DATE: 19991025 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: 8-K SEC ACT: SEC FILE NUMBER: 000-25662 FILM NUMBER: 99733240 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 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 1999 ANADIGICS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25662 22-2582106 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 35 Technology Drive Warren, New Jersey 07059 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (908) 668-5000 None - ------------------------------------------------------------------------------ (Former name or former address, if changed since last report.) Item 5. Other Events. For the 1999 third quarter, the Company reported a 61% increase in net sales to $35.5 million, as compared to $22.0 million in the 1998 third quarter. The Company's strong performance was driven primarily by record sales of integrated circuits for both wireless and broadband communications applications. On a year over year basis, wireless sales increased 88%, cable sales improved by 60% and fiber sales were up 39%. The Company recorded net income of $2.7 million, or $0.16 per diluted share. Excluding a reversal of $441,000 of previously accrued restructuring charges related to the Fab 1/Fab 2 transition, EPS was $0.15 per diluted share. This reversal reflects stronger than expected demand for our products. This quarter's net income compares very favorably with the break-even results in the third quarter of 1998. Excluding special charges, gross margin for the 1999 third quarter improved to 46.8% from 45.7% in the second quarter of 1999 and 31.2% in the 1998 third quarter. The higher margin is a result of leveraging fixed costs in a period of robust sales. Research and development expenses for the 1999 third quarter were $8.3 million, a 91% increase from $4.3 million in the third quarter of 1998 and a 30% increase from $6.4 million in the second quarter of 1999. The Company announced in the third quarter of 1999 its intention to accelerate process technology investments, particularly HBT technology for Wireless Power Amplifiers, and 10 Gbps Fiber applications. Selling and administrative expenses were $5.1 million for the third quarter, as compared to $3.1 million in the year-ago quarter and $4.9 million in the second quarter of 1999. For the nine months ended October 3, 1999, net sales increased 43% to $91.0 million, as compared to $63.5 million for the 1998 nine-month period. The Company reported net income, before special charges, of $5.2 million or $0.31 per diluted share for the nine-month period. Including special charges, the Company reported a net loss for the nine-month period of $1.8 million, or $0.12 per diluted share. Before special charges, the Company reported break even results for the 1998 nine-month period. Including special charges, the Company reported a net loss of $5.7 million, or $0.39 per diluted share for 1998. Except for historical information contained herein, this Form 8K contains forward-looking statements that involve risks and uncertainties, including, but not limited to, order rescheduling or cancellation, changes in estimated product lives, timely product and process development, individual product pricing pressure, variation in production yield, difficulties in obtaining components and assembly services needed for production of integrated circuits, change in economic conditions of the various markets the Company and its customers serve, as well as 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, 1998 and the Registration Statement on Form S-3 (Registration No. 333-83889). 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. ANADIGICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share and per share amounts)
Three Months Ended Nine Months Ended ------------------ ----------------- Oct. 3, 1999 Sept. 27, 1998 Oct. 3, 1999 Sept. 27, 1998 ------------ -------------- ------------ -------------- (unaudited) (unaudited) (unaudited) (unaudited) Net sales $ 35,460 $ 22,041 $ 91,042 $ 63,501 Cost of sales 18,862 21,758 55,011 48,391 ------------------ -------------------- ------------------ ------------------- Gross profit 16,598 283 36,031 15,110 Research and development expenses 8,293 4,334 20,260 14,084 Selling and administrative expenses 5,091 3,084 13,834 9,489 Restructuring charge (441)1 1,357 (441)2 2,457 ------------------ -------------------- ------------------ ------------------- Operating income (loss) 3,655 (8,492) 2,378 (10,920) Interest income, net 503 560 1,497 1,785 Provision for litigation settlement 6,925 - ------------------ -------------------- ------------------ ------------------- Income (loss) before income taxes 4,158 (7,932) (3,050) (9,135) Provision (benefit) for income taxes 1,413 (2,975) (1,253) (3,426) Net income (loss) $ 2,745 1 $ (4,958) $ (1,797)2 $ (5,709) ================== ==================== ================== =================== Basic earnings (loss) per share $ 0.18 1 $ (0.34) $ (0.12)2 $ (0.39) ================== ==================== ================== =================== Weighted average common shares Outstanding 14,991,987 14,734,430 14,876,40 1 14,719,025 ================== ==================== ================== =================== Diluted earnings (loss) per share $ 0.16 1 $ (0.34) $ (0.12)2 $ (0.39) ================== ==================== ================== =================== Weighted average common and dilutive Securities outstanding 16,891,326 14,734,430 14,876,401 14,719,025 ================== ==================== ================== ===================
- ---------------------------------- (more tables to follow) (1) Excluding the reversal of the restructuring charge of $441, the Company reported net income of $2,453 and diluted earnings per share of $0.15 during the third quarter of 1999. (2) Excluding accelerated depreciation expense of $5,320 (associated with the planned closing of the Company's existing wafer fabrication facility), the provision for litigation settlement of $6,925, and the reversal of the restructuring charge of $441, the Company reported net income of $5,159 and diluted earnings per share of $0.31 during the nine month period ended October 3, 1999. ANADIGICS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amount in thousands, except share and per share amounts) Assets Oct. 3, 1999 Dec. 31, 1998* ------------ -------------- (unaudited) Current assets: Cash and cash equivalents $ 20,868 $ 23,987 Marketable securities 16,486 16,923 Accounts receivables, net 23,518 11,848 Inventory 10,387 8,729 Prepaid expenses and other current assets 4,528 2,531 Insurance settlement receivable 5,325 - Deferred taxes 5,486 4,345 ---------- --------- Total current assets 86,598 68,363 Marketable securities 6,727 1,486 Property and equipment: Equipment and furniture 109,763 71,625 Leasehold improvements 27,453 15,717 Projects in process 1,460 34,286 Less accumulated depreciation and 60,331 44,199 amortization ---------- --------- 78,345 77,429 Other assets 1,655 865 Deferred taxes 5,955 5,955 ---------- ---------- Total assets $ 179,280 $ 154,098 ========== ========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 12,423 $ 6,138 Accrued litigation settlement costs 11,876 - Accrued liabilities 6,202 2,306 Accrued restructuring costs 1,000 1,567 Current maturities of long-term debt 1,000 1,000 Current maturities of capital lease 164 229 obligations ---------- ---------- Total current liabilities 32,665 11,240 Capital lease obligations, less current portion 67 183 Other long-term liabilities 1,354 868 Long-term debt, less current portion 3,250 4,000 ---------- ---------- Total liabilities 37,336 16,291 Stockholders' equity Common stock, $0.01 par value, 68,000,000 shares Authorized, 15,110,741 and 14,738,356, issued and outstanding at October 3, 1999 and December 31, 1998, respectively 151 147 Additional paid-in capital 166,243 160,215 Accumulated deficit (24,395) (22,598) Accumulated other comprehensive (55) 43 ---------- ---------- Total stockholders' equity 141,944 137,807 Total liabilities and stockholders' equity $ 179,280 $ 154,098 ========== ========== The condensed balance sheet at December 31, 1998 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 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. Date: October 25, 1999 By: /s/ A.P. Savadelis ------------------------------------- Name: A.P. Savadelis Title: Treasurer -----END PRIVACY-ENHANCED MESSAGE-----