-----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, J/HkHLxMXPJh7etVa+oV5r5zaof2recH6ksUO3vUycnxR88e6+JdQkR8F873LAKB d/BcAb/q2pobzQ+Ok5hX8Q== 0001125282-03-005698.txt : 20031021 0001125282-03-005698.hdr.sgml : 20031021 20031020174121 ACCESSION NUMBER: 0001125282-03-005698 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031020 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031021 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: 03948462 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 b327608_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): October 20, 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 October 20, 2003. Item 12. Results of Operations and Financial Condition. On October 20, 2003, ANADIGICS, Inc. issued a press release announcing its financial results for the third 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: October 20, 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 October 20, 2003 4 EX-99.1 3 b327608_ex99-1.txt PRESS RELEASE Exhibit 99.1 ANADIGICS REPORTS RESULTS FOR THIRD QUARTER 2003 WLAN Revenue Grows 47% Over Last Quarter Wireless CDMA PA Unit Shipments Increase 13% Over Last Quarter WARREN, NJ -October 20, 2003- ANADIGICS, Inc. (Nasdaq: ANAD), a leading supplier of wireless and broadband communications solutions, today reported net sales of $17.8 million and a loss per share of $0.41 for the third quarter ended September 27, 2003. This compares to revenues of $18.0 million in the second quarter of 2003. Wireless revenues in the quarter were $9.5 million, reflecting an increase of 5.6% over the prior quarter. CDMA PA revenues accounted for 82% of Wireless revenues. Total unit shipments in Wireless were up by 31%, with CDMA Power Amplifier (PA) unit shipments up 13% over the prior quarter. Broadband revenues of $8.3 million declined 8.4% from the previous quarter reflecting seasonal order patterns and continued industry softness for CATV products. WLAN revenue increased 47% sequentially. The combined revenue growth of Wireless and WLAN resulted in a sequential growth of 8.4% over the previous quarter. "We have continued to increase our share of the CDMA and WLAN markets as reflected by our third quarter results and we anticipate this growth will continue into the fourth quarter" remarked Dr. Bami Bastani. "We are now designed into a leading tier-one GSM/GPRS reference design and have passed field type approval for certain GSM handset platforms, which establishes our beachhead for growing market share in GSM, the largest handset market in the world." The Company's balance sheet remains strong as cash and marketable securities totaled $128.3 million at September 27, 2003. 1 HIGHLIGHTS OF THE QUARTER o ANADIGICS Purchases TAVANZA CDMA Handset Power Amplifier Business from Celeritek Warren, NJ, October 15, 2003-- ANADIGICS, Inc. (Nasdaq: ANAD), a leading supplier of wireless and broadband communications solutions, today announced that it has acquired the assets utilized in the wireless handset power amplifier business previously conducted by Tavanza, a subsidiary of Celeritek, to broaden its CDMA product line and to accelerate its penetration into strategic handset OEM customers. The agreement includes 3mm x 3mm x 1mm CDMA power amplifiers, technology, and intellectual property, as well as the recruitment of key RF engineering personnel related to the product line. Celeritek announced in September 2003 that Celeritek is exiting its handset power amplifier business to focus on GaAs-based subsystems and semiconductors for the defense markets. o ANADIGICS Opens Taiwan Application Center On September 22, 2003 the Company announced the opening of a new application center in Taipei, Taiwan to support growing customer demand for ANADIGICS' WLAN, CDMA, and GSM RF products. The new facility's staff of highly experienced application engineers will provide local applications support to the Company's OEM and ODM customer base by facilitating the customer RF design process and shortening time to market for wireless and broadband end products. o ANADIGICS Announces New Patent For Wireless Multi-Band Amplifier On August 4, 2003 the Company announced its third patent for the development of a wireless multi-band amplifier circuit. US Patent No. 6,501,331 was granted for the development of a GaAs MMIC dual-band amplifier for use in wireless handsets for operation at either 800MHz or the 1900MHz band to provide gain and input/output impedance. 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 Website or by dialing 1-800-945-1517. # # # 2 ANADIGICS (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 while reducing 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. 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.
Press Contacts Corporate Contact Investor Relations - -------------- ----------------- ------------------ Allan Fliss Tim Blanke Thomas Shields Richartz Fliss Clark & Pope ANADIGICS, Inc. ANADIGICS, Inc. 400 Morris Ave., Ste. 222 141 Mt. Bethel Road 141 Mt. Bethel Road Denville, NJ 07834 Warren, NJ 07059 Warren, NJ 07059 Tel: +1 973 627-8180 Tel: +1 908 668-5000 Tel: +1 908 412-5995 Fax: +1 973 627-8410 Fax: +1 908 668-5132 E-mail: fliss@rfcp.com E-mail: tblanke@anadigics.com E-mail:tshields@anadigics.com -------------- --------------------- ----------------------
3 ANADIGICS, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Amounts in thousands, except share and per share amounts) (Unaudited)
Three Months Ended Nine Months Ended ------------------------------- ------------------------------- Sept. 27, 2003 Sept. 28, 2002 Sept. 27, 2003 Sept. 28, 2002 -------------- -------------- -------------- -------------- Net sales $ 17,750 $ 21,288 $ 51,874 $ 63,830 Cost of sales 17,690 21,225 51,199 59,062 ------------ ------------ ------------ ------------ Gross profit 60 63 675 4,768 Research and development expenses 7,937 7,586 23,264 22,863 Selling and administrative expenses 4,735 5,463 13,703 16,398 Restructuring and other charges - 2,286 625 5,001 Asset impairment charges - 3,087 - 6,331 Goodwill impairment charge - 8,043 - 8,043 Purchased in-process research and development - - 1,690 - ------------ ------------ ------------ ------------ Operating loss (12,612) (26,402) (38,607) (53,868) Interest income 741 1,543 2,628 4,959 Interest expense (940) (1,307) (2,821) (4,171) Impairment on investments - (390) - (390) Gain on notes repurchase - 12,581 - 12,581 Other income (expense) 183 (5) 160 (3) ------------ ------------ ------------ ------------ Net loss before cumulative effect of accounting change (12,628) (13,980) (38,640) (40,892) Cumulative effect of accounting change - - - (8,010) ------------ ------------ ------------ ------------ Net loss $ (12,628) $ (13,980) $ (38,640) $ (48,902) ============ ============ ============ ============ Basic and diluted loss per share Net loss before cumulative effect of accounting change $ (0.41) $ (0.46) $ (1.26) $ (1.34) ============ ============ ============ ============ Net loss $ (0.41) $ (0.46) $ (1.26) $ (1.60) ============ ============ ============ ============ Weighted average common and dilutive securities outstanding 30,674,033 30,585,540 30,674,033 30,578,630 ============ ============ ============ ============
ANADIGICS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share amounts)
September 27, 2003 December 31, 2002 ------------------ ----------------- (unaudited) Assets Current assets: Cash, short-term investments, and cash equivalents $ 84,936 $ 98,381 Accounts receivable 10,879 9,016 Inventory 11,327 13,277 Prepaid expenses and other current assets 3,457 4,600 -------- -------- Total current assets 110,599 125,274 Marketable securities 43,363 57,137 Plant and equipment, net 57,264 68,600 Goodwill and other intangibles, net of amortization 1,351 -- Other assets 3,871 4,660 -------- -------- $216,448 $255,671 ======== ======== Liabilities and stockholders' equity Current liabilities: Accounts payable $ 8,248 $ 7,434 Accrued liabilities 4,367 4,733 Accrued restructuring costs 2,103 2,956 Current maturities of capital lease obligations 96 -- -------- -------- Total current liabilities 14,814 15,123 Other long-term liabilities 2,913 2,760 Long-term debt, less current portion 66,700 66,700 Stockholders' equity 132,021 171,088 -------- -------- $216,448 $255,671 ======== ========
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