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): October 27, 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 October 27, 2009, ANADIGICS, Inc. (“ANADIGICS”) is issuing a press release and holding a conference call announcing its financial results for the third 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 marketable securities, the refund of certain R&D tax credits and non-comparative charges in 2008 and 2009 resulting from the settlement of a commercial dispute with a customer, management separations, cancellations and impairments on equipment and 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 October 27, 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: October 27, 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 October 27, 2009 |
ANADIGICS ANNOUNCES THIRD QUARTER 2009 RESULTS
Quarterly Net Sales of $36.7 Million up 16.7% Sequentially; Non-GAAP Loss was ($0.10)
WARREN, N.J., October 27, 2009—ANADIGICS, Inc. (Nasdaq: ANAD), a leading provider of semiconductor solutions in the broadband wireless and wireline communications markets, reported third quarter 2009 net sales of $36.7 million, an increase of 16.7% sequentially and a decrease of 36.8% from the third quarter of 2008. As of October 3, 2009, cash, cash equivalents and short and long-term marketable securities totaled $123.4 million. On October 15, 2009, the Company repaid $38.0 million upon the maturity of our Convertible Notes.
GAAP net loss for the third quarter of 2009 was $12.9 million, or ($0.21) per share. Non-GAAP net loss for the third quarter of 2009 was $6.4 million, or ($0.10) per share. Non-GAAP financial measures exclude charges of $3.9 million or ($0.06) per share associated with a settlement on October 26, 2009 of a commercial dispute with a customer, $2.9 million, or ($0.05) per share associated with stock-based compensation and a tax refund of $0.3 million. The details of the Non-GAAP adjustments are available in the accompanied financial schedules.
“Our positive third quarter results are evidence of the successful execution on our stated business initiatives, resulting in revenue and non-GAAP loss per share exceeding our guidance. Our revenue during the quarter benefited from continued growth in our 3G wireless products as well as an earlier than expected recovery in both our cable TV and WLAN revenue.” remarked Mario Rivas, President and Chief Executive Officer of ANADIGICS. “Our commitment to operational excellence has enabled us to maintain high performance metrics at our Fab in Warren, NJ. We recently announced our foundry agreement with WIN Semiconductors, which is a key element of our hybrid manufacturing strategy and is expected to provide expanded production capabilities by the fourth quarter 2010 to ensure fulfillment of future demand. Additionally, with an unprecedented number of new products in our development pipeline, I am confident that we are well positioned for growth in the coming year.”
Outlook for the Fourth Quarter 2009
Net sales for the fourth quarter of 2009 are estimated to increase sequentially over the third quarter of 2009 by approximately 5% to 8%. Net loss per share on a GAAP basis for the fourth quarter is expected to be approximately ($0.16) to ($0.18). Non-GAAP loss per share, excluding non-cash stock compensation and management separation expense, is expected to be approximately ($0.08) to ($0.10).
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 marketable securities, the refund of certain R&D tax credits and non-comparative charges in 2008 and 2009 resulting from the settlement of a commercial dispute with a customer, management separations, cancelations and impairments on equipment and 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.
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 34535466 (available until November 3, 2009).
Recent Highlights
October 26, 2009 – ANADIGICS New 4G Power Amplifier Delivers Superior Performance for Rapidly-Growing Mobile WiMAX Marketplace
October 7, 2009 - ANADIGICS Expands Global Presence with New Tokyo, Japan Sales Office
October 5, 2009 - ANADIGICS and WIN Semiconductors Announce Strategic Foundry Relationship
September 1, 2009 - ANADIGICS’ New EDGE Power Amplifier Delivers 3G Performance with Superior Efficiency
August 25, 2009 - Intermec Leverages ANADIGICS’ HELP3™ Power Amplifiers for WAN 3.75G Radio in new CN50 Rugged Mobile Computer
July 29, 2009 - ANADIGICS Launches Traditional and Simplified Chinese Websites
# # #
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, unaudited) | ||||||||||||||||
| Three months ended | Nine months ended | |||||||||||||||
| October 3, 2009 | September 27, 2008 | October 3, 2009 | September 27, 2008 | |||||||||||||
| Net sales | $ | 36,716 | $ | 58,065 | $ | 98,674 | $ | 212,927 | ||||||||
| Cost of sales | 32,246 | 44,790 | 90,194 | 143,127 | ||||||||||||
| Gross profit | 4,470 | 13,275 | 8,480 | 69,800 | ||||||||||||
| Research and development expenses | 11,025 | 12,931 | 33,026 | 42,059 | ||||||||||||
| Selling and administrative expenses | 6,315 | 14,576 | 20,085 | 32,897 | ||||||||||||
| Restructuring charge | - | - | 2,598 | - | ||||||||||||
| Operating loss | (12,870 | ) | (14,232 | ) | (47,229 | ) | (5,156 | ) | ||||||||
| Interest income | 184 | 978 | 1,030 | 4,197 | ||||||||||||
| Interest expense | (584 | ) | (592 | ) | (1,766 | ) | (1,774 | ) | ||||||||
| Other income (expense) | 89 | (1,622 | ) | (1,456 | ) | (2,758 | ) | |||||||||
| Loss before income taxes | (13,181 | ) | (15,468 | ) | (49,421 | ) | (5,491 | ) | ||||||||
| Benefit from income taxes | (321 | ) | - | (321 | ) | - | ||||||||||
| Net loss | $ | (12,860 | ) | $ | (15,468 | ) | $ | (49,100 | ) | $ | (5,491 | ) | ||||
| Net loss per share | ||||||||||||||||
| Basic | $ | (0.21 | ) | $ | (0.26 | ) | $ | (0.79 | ) | $ | (0.09 | ) | ||||
| Diluted | $ | (0.21 | ) | $ | (0.26 | ) | $ | (0.79 | ) | $ | (0.09 | ) | ||||
| Basic shares outstanding | 62,617 | 60,509 | 62,189 | 59,949 | ||||||||||||
| Basic & dilutive shares outstanding | 62,617 | 60,509 | 62,189 | 59,949 | ||||||||||||
| Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures | ||||||||||||||||
| GAAP net loss | $ | (12,860 | ) | $ | (15,468 | ) | $ | (49,100 | ) | $ | (5,491 | ) | ||||
| Stock compensation expense | ||||||||||||||||
| Cost of sales | 601 | 822 | 1,943 | 2,574 | ||||||||||||
| Research and development | 1,167 | 1,470 | 3,715 | 5,271 | ||||||||||||
| Selling and administrative | 1,144 | 1,567 | 3,832 | 5,361 | ||||||||||||
| Other non-GAAP adjustments | ||||||||||||||||
| Cost of sales (1) | 3,879 | 4,216 | 5,289 | 4,216 | ||||||||||||
| Selling and administrative (2) | - | 5,729 | - | 5,729 | ||||||||||||
| Auction rate securities (recovery) impairment | (35 | ) | 1,627 | 1,530 | 3,064 | |||||||||||
| Restructuring charge | - | - | 2,598 | - | ||||||||||||
| Benefit from income taxes | (321 | ) | - | (321 | ) | - | ||||||||||
| Non-GAAP net (loss) income | $ | (6,425 | ) | $ | (37 | ) | $ | (30,514 | ) | $ | 20,724 | |||||
| Non-GAAP (loss) earnings per share * | ||||||||||||||||
| Basic | $ | (0.10 | ) | $ | - | $ | (0.49 | ) | $ | 0.35 | ||||||
| Diluted | $ | (0.10 | ) | $ | - | $ | (0.49 | ) | $ | 0.35 | ||||||
| (*) Calculated using related GAAP shares outstanding | ||||||||||||||||
| (1) Three and nine months ended October 3, 2009 include $3,879 for the October 26, 2009 settlement of a commercial dispute with a customer. The nine months ended October 3, 2009 | ||||||||||||||||
| also includes $1,410 inventory reserves charge for products with reduced demand recorded in first quarter of 2009. Three and nine months ended September 27, 2008 included | ||||||||||||||||
| manufacturing equipment purchase cancellation charges of $1,860 (primarily cash), a non-cash write down of certain manufacturing assets held for sale of $849, inventory reserves | ||||||||||||||||
| for products with lower demand of $1,210 and separation and related costs. | ||||||||||||||||
| (2) Three and nine months ended September 27, 2008 included separation and transition costs of $5,729 related to CEO resignation ($3,539 cash; $2,190 non-cash). | ||||||||||||||||
| ANADIGICS, INC. | ||||||||
| Condensed Consolidated Balance Sheets | ||||||||
| (Amounts in thousands) | ||||||||
| October 3, 2009 | December 31, 2008 | |||||||
| Assets | Unaudited | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 115,025 | $ | 123,552 | ||||
| Marketable securities | - | 13,340 | ||||||
| Accounts receivable | 23,224 | 25,384 | ||||||
| Inventory | 21,465 | 33,578 | ||||||
| Prepaid expenses and other current assets | 3,892 | 3,121 | ||||||
| Total current assets | 163,606 | 198,975 | ||||||
| Marketable securities | 8,410 | 8,832 | ||||||
| Plant and equipment, net | 86,041 | 95,671 | ||||||
| Other assets | 282 | 299 | ||||||
| $ | 258,339 | $ | 303,777 | |||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 12,758 | $ | 18,267 | ||||
| Accrued liabilities | 11,105 | 13,203 | ||||||
| Accrued restructuring costs | 184 | 1,165 | ||||||
| Convertible notes | 38,000 | 38,000 | ||||||
| Total current liabilities | 62,047 | 70,635 | ||||||
| Other long-term liabilities | 4,368 | 3,134 | ||||||
| Stockholders’ equity | 191,924 | 230,008 | ||||||
| $ | 258,339 | $ | 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. | ||||||||