-----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, CqrHKvLC+1yqKXlCHH+qDo+SmjKL59h2G0r0oABGHOm8VGLNjRoZMwzshw+y/khW L1WkJ141YU/2JYcWbrQPNQ== 0001125282-03-004460.txt : 20030729 0001125282-03-004460.hdr.sgml : 20030729 20030729172807 ACCESSION NUMBER: 0001125282-03-004460 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030729 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030729 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: 1934 Act SEC FILE NUMBER: 000-25662 FILM NUMBER: 03809507 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 b326187_8k.txt CURRENT REPORT UNITED STATES 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): July 28, 2003 ANADIGICS, INC. (Exact name of registrant as specified in its charter) Delaware 0-25662 22-2582106 - ----------------------------------------------------------------------------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 35 Technology Drive Warren, New Jersey 07059 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (908) 668-5000 - ----------------------------------------------------------------------------- Registrant's telephone number, including area code None - ----------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release issued by ANADIGICS, Inc. dated July 28, 2003. Item 12. Results of Operations and Financial Condition On July 28, 2003, ANADIGICS, Inc. issued a press release announcing its financial results for the second quarter 2003. A copy of the press release is furnished as Exhibit 99.1. The information in this Form 8-K and the attached Exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. 2 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: July 29, 2003 By: /s/ Thomas C. Shields ---------------------------------- Name: Thomas C. Shields Title: Chief Financial Officer 3 EXHIBIT INDEX Number Description - ------ ----------- 99.1 Press Release issued by ANADIGICS, Inc. dated July 28, 2003 4 EX-99.1 3 b326187_ex99-1.txt PRESS RELEASE Exhibit 99.1 ANADIGICS REPORTS RESULTS FOR SECOND QUARTER 2003 Revenues increase to $18.0 Million or 11.8% over Q1 '03 Cash and Marketable Securities of $135.1 Million WARREN, NJ--July 28, 2003--ANADIGICS, Inc. (Nasdaq:ANAD), a leading supplier of wireless and broadband communications solutions, today announced second quarter 2003 net sales of $18.0 million. This compares to revenues of $16.1 million in the first quarter of 2003. The "GAAP" EPS loss was ($0.45) and included a charge of $1.7 million or $0.06 per share relating to the purchased in-process research and development resulting from the acquisition of the WLAN Power Amplifier business from RF Solutions. Wireless revenues were $9.0 million, up 4.9% from first quarter 2003 revenues of $8.6 million. CDMA revenues accounted for greater than 90% of Wireless revenues. Broadband revenues were $9.0 million, up 20% from first quarter 2003 revenues of $7.5 million. The favorable revenue increase was achieved both through the shipments of WLAN power amplifiers and increased revenue growth in cable infrastructure products. "In 2003, ANADIGICS introduced several new products that will play a critical role in driving our CDMA and GSM revenue growth," said Dr. Bami Bastani, President & CEO of ANADIGICS, Inc. "The Company has attained a leadership position in WLAN as demonstrated by achieving an industry milestone with the shipment of over 1 million InGaP power amplifiers in less than 100 days". The Company's gross profit increased to $0.6 million, up from breakeven in the first quarter 2003. Total operating expenses (including R&D and SG&A) were $12.6 million, reflecting the additional quarterly expense following the acquisition of RF Solutions' Power Amplifier business. The Company's balance sheet remains strong. The cash balance (including marketable securities) was $135.1 million at June 28, 2003 compared to $144.6 million on March 29, 2003. During the quarter, the company used $2.9 million in cash to fund the RF Solutions acquisition and $0.6 million for capital expenditures. 2 HIGHLIGHTS OF THE QUARTER o ANADIGICS Leads the WLAN Industry in InGaP HBT Power Amplifier Shipments July 9, 2003 - ANADIGICS announced that the Company has shipped more than one million WLAN InGaP HBT Power Amplifiers (PA) since its announcement of the acquisition of a wireless local area network (WLAN) PA product line in April, 2003. ANADIGICS' InGaP HBT power amplifiers deliver high linearity and efficiency to support the more stringent RF performance requirements of emerging WLAN standards. o ANADIGICS Announces Measure to Reduce Issued Stock Options as a Percentage of Total Options and Shares Outstanding July 7, 2003 - ANADIGICS announced that its Board of Directors has approved a measure to reduce the Company's issued stock options as a percentage of total options and shares outstanding from a current level of 20 percent to 15 percent, a reduction of 5 percentage points. The measure is a voluntary employee stock option exchange program which allows Company employees and officers who hold options with exercise prices above $10.00 to exchange three (3) options for one new stock option priced at fair market value six months and one day after their existing options are cancelled. The Chairman of the Board and outside Directors are excluded from participating in the program. o ANADIGICS Offers High-Performance Power Amplifier Module for 2.4 GHz Wireless LAN Applications June 26, 2003 - ANADIGICS, Inc. (Nasdaq: ANAD), a leading supplier of wireless and broadband communications solutions, has today announced the AWL6152, a high-performance Power Amplifier Module for 802.11b and 802.11g Wireless Local Area Network (WLAN) applications, at the 802.11 Planet conference, World Trade Center, Boston, MA. o ANADIGICS Expands Portfolio of Gain Block Amplifiers for Wireless Infrastructure Systems June 10, 2003 - ANADIGICS added to its family of gain block amplifiers for wireless infrastructure systems with the launch of four new high performance devices at the 2003 IEEE International Microwave Symposium in Philadelphia, PA. The new gain block amplifiers utilize the Company's InGaP HBT technology to deliver low distortion and high linearity for cellular base stations across a wide range of applications including the W-CDMA, CDMA, TDMA, GSM, PCS, MMDS, and UMTS standards. o ANADIGICS' Two New Patents Reward Wafer Processing Innovation May 28, 2003 - ANADIGICS received two new patents relating to the improvement of its semiconductor manufacturing processes. The patents are for a newly developed wafer demount gas distribution tool (US Patent No: 6,470,946) and for a wafer demount receptacle for separating the thinned wafer from the mounting carrier (US Patent No: 6,491,083). 3 o ANADIGICS' New Infrastructure Amplifiers Enhance Performance for Advanced CATV Services May 13, 2003 - ANADIGICS launched the ACA2404 power doubler line amplifier and the ADA1200 linear amplifier at the SCTE Cable-Tech Expo in Philadelphia, PA. The high linearity ACA2404 provides +58dBmV output power so that fewer amplifiers are necessary in CATV infrastructure systems, thereby enabling systems providers to reduce installation costs. The ADA1200 functions as a high linearity CATV drop amplifier with low noise and low distortion. o ANADIGICS Expands CATV Product Offering To Deliver Higher Performance and Greater Functionality in Set-Top Boxes May 12, 2003 - ANADIGICS expanded its CATV subscriber product portfolio with the launch of two new downconverters that incorporate dual synthesizers, and a new reverse path amplifier, for use in CATV set-top boxes and cable modems. The announcement was made from the Company's booth at this year's SCTE Cable-Tech Expo, Philadelphia May 11-14, 2003. o ANADIGICS Introduces New Family of 3mm x 3mm InGaP HBT Power Amplifier Modules April 24, 2003 - ANADIGICS launched a new family of 3mm x 3mm InGaP HBT (indium gallium phosphide heterojunction bipolar transistor) power amplifier (PA) modules designed for use in Cellular, U.S. PCS and Korean PCS handsets. The new additions to ANADIGICS' portfolio have been developed to provide CDMA handset providers with smaller modules that offer high levels of efficiency while maximizing board space and ensuring a rapid migration path from 4mm x 4mm modules. CONFERENCE CALL ANADIGICS' senior management will conduct a conference call today at 8:30 AM Eastern time. A live audio Webcast will be available at www.anadigics.com. 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 (888) 276-5316 (available until August 4). ANADIGICS, Inc. (Nasdaq: ANAD) designs and manufactures radio frequency integrated circuit (RFIC) solutions for growing broadband and wireless communications markets. The Company's innovative high frequency RFICs enable manufacturers of communications equipment to enhance overall system performance, and reduce manufacturing cost and time to market. By utilizing state-of-the-art manufacturing processes for its RFICs, ANADIGICS achieves the high-volume and cost-effective products required by leading companies in its targeted high-growth communications markets. ANADIGICS was the first GaAs IC manufacturer to receive ISO 9001 certification. 4 Except for historical information contained herein, this press release contains forward-looking statements that involve risks and uncertainties, including, but not limited to, order rescheduling or cancellation, changes in customers' forecasts of product demand, timely product and process development and protection of the associated intellectual property rights, individual product pricing pressure, variation in production yield, changes in estimated product lives, difficulties in obtaining components and assembly and test 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, 2002. Actual results could differ materially from the Company's forward-looking statements. These forward-looking statements 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 the Company's future plans, objectives, estimates, or goals are forward-looking statements. 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. 5 ANADIGICS, Inc. Condensed Consolidated Statements of Operations (amounts in thousands, except share and per share amounts) (Unaudited)
Three Months Ended Six Months Ended ----------------------------------- ----------------------------------- June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002 --------------- --------------- --------------- --------------- Net sales $ 18,037 $ 23,021 $ 34,124 $ 42,542 Cost of sales 17,430 18,832 33,509 37,837 --------------- --------------- --------------- --------------- Gross profit 607 4,189 615 4,705 Research and development expenses 8,170 7,699 15,327 15,277 Selling and administrative expenses 4,450 5,656 8,968 10,935 Restructuring and other charges -- -- 625 5,959 Purchased in-process research and development 1,690 -- 1,690 -- --------------- --------------- --------------- --------------- Operating loss (13,703) (9,166) (25,995) (27,466) Interest income 874 1,735 1,887 3,416 Interest expense (940) (1,422) (1,881) (2,864) Other (expense) income (2) -- (23) 2 --------------- --------------- --------------- --------------- Net loss before cumulative effect of accounting change (13,771) (8,853) (26,012) (26,912) Cumulative effect of accounting change -- -- -- (8,010) --------------- --------------- --------------- --------------- Net loss $ (13,771) $ (8,853) $ (26,012) $ (34,922) =============== =============== =============== =============== Basic and diluted loss per share Net loss before cumulative effect of accounting change $ (0.45) $ (0.29) $ (0.85) $ (0.88) =============== =============== =============== =============== Net loss $ (0.45) $ (0.29) $ (0.85) $ (1.14) =============== =============== =============== =============== Weighted average common and dilutive securities outstanding 30,674,033 30,579,575 30,674,033 30,575,202 =============== =============== =============== ===============
6 ANADIGICS, Inc. Condensed Consolidated Balance Sheets (amounts in thousands, except share and per share amounts)
June 28, 2003 December 31, 2002 --------------- ----------------- Assets (unaudited) Current assets: Cash and short-term investments $ 95,667 $ 98,381 Accounts receivable 10,019 9,016 Inventory 12,660 13,277 Prepaid expenses and other current assets 3,797 4,600 --------------- --------------- Total current assets 122,143 125,274 Marketable securities 39,440 57,137 Plant and equipment, net 61,487 68,600 Goodwill and other intangibles, net of amortization 1,280 -- Other assets 4,115 4,660 --------------- --------------- $ 228,465 $ 255,671 =============== =============== Liabilities and stockholders' equity Current liabilities: Accounts payable $ 6,449 $ 7,434 Accrued liabilities 4,776 4,733 Accrued restructuring costs 2,525 2,956 Current maturities of capital lease obligations 113 -- --------------- --------------- Total current liabilities 13,863 15,123 Other long-term liabilities 2,918 2,760 Long-term debt, less current portion 66,700 66,700 Stockholders' equity 144,984 171,088 --------------- --------------- $ 228,465 $ 255,671 =============== ===============
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