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): May 5, 2015
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 |
| (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 May 5, 2015, ANADIGICS, Inc. (“ANADIGICS” or the "Company") is issuing a press release and holding a conference call announcing its financial results for the first quarter 2015. A copy of the press release is furnished as Exhibit 99.1 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 these measures 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 amounts related to stock-based compensation, marketable securities’ adjustments, certain non-recurring charges to cost of goods, and restructuring charges. 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. 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.
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
(d) Exhibits.
99.1 Press Release issued by ANADIGICS, Inc., dated May 5, 2015.
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. |
| | By: /s/ Terrence G. Gallagher |
| | Terrence G. Gallagher |
| | Title: Executive Vice President and Chief Financial Officer |
| Dated: May 5, 2015 | |
EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| 99.1 | | Press Release issued by ANADIGICS, Inc., dated May 5, 2015 |
Exhibit 99.1
ANADIGICS ANNOUNCES FIRST QUARTER RESULTS
Quarterly Net Sales of $18.4 Million; a sequential decrease of 11.7%
Infrastructure revenues grow 23.3% sequentially to $12.0 Million
Non-GAAP Gross Margin Increases Sequentially by 455 Basis Points
Quarterly GAAP EPS ($0.06); Non-GAAP EPS ($0.04)
WARREN, N.J., May 5, 2015— ANADIGICS, Inc. (Nasdaq: ANAD) (the “Company”), a world leader in radio frequency solutions, reported first quarter 2015 net sales of $18.4 million, a sequential decrease of 11.7% and in line with prior guidance.
GAAP net loss for the first quarter of 2015 was $5.0 million, or ($0.06) per diluted share, a sequential improvement of 7.6%. Non-GAAP net loss for the first quarter of 2015 was $3.8 million, or ($0.04) per share, representing a sequential improvement of 18.6%.
As of April 4, 2015, cash and cash equivalents totaled $17.0 million, or net cash of $13.0 million, after excluding $4.0 million drawn under the Company’s credit facility.
“We are very pleased with the 23.3% sequential increase in Infrastructure revenues in the first quarter. The resulting financial performance was enabled by our ongoing strategic shift to an Infrastructure business model,” said Ron Michels, chairman & CEO. “While we anticipate some near-term market headwinds in Infrastructure, we believe this will be temporary, and our current outlook for long-term growth remains positive.”
“In line with our continued migration to a leaner Infrastructure business model, we are implementing the next phase of cost improvement measures designed to match our supply capability with demand,” said Terry Gallagher, executive vice president and CFO. “These actions are expected to enable a more streamlined operating structure that lays the foundation for ANADIGICS’ long-term improvement."
ANADIGICS’ financial outlook for Q2:
| · | We anticipate a sequential revenue decline of 10-15% driven principally by a decline in Mobile of approximately 20-25% in accordance with our shift to Infrastructure. Infrastructure revenues are expected to decline sequentially by 7-9% following higher-than-expected growth in Q1 2015. |
| · | Non-GAAP gross margin is expected to decline sequentially by 100-300 basis points on the lower expected revenue. |
| · | Operating expenses are expected to be 5-7% lower, sequentially. |
The statements regarding the Company’s anticipated future performance are forward-looking in nature and actual results may differ materially. All forward-looking statements are made expressly subject to the Safe Harbor Statement set forth 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 and loss per share. Management uses these measures 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 amounts related to stock-based compensation, marketable securities’ adjustments, certain non-recurring charges to cost of goods and restructuring charges. 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.
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. To listen to the conference via telephone, please call 866-459-1514, conference ID 29337546. A recording of the call will be available approximately two hours after the end of the call on the ANADIGICS Web site at www.anadigics.com/investors or by dialing 855-859-2056 conference ID 29337546 (available until May 12, 2015).
Recent Highlights
April 14 - ANADIGICS WiFi Infrastructure Amplifier Powers New High-Performance TRENDnet Router
April 2 - ANADIGICS Expands Small-Cell Wireless Infrastructure Power Amplifier Family
March 19 - ANADIGICS WiFi Power Amplifier Enables Video Transmission System in DJI Phantom 2 Vision Series of Drones
March 2 - Huawei Selects ANADIGICS WiFi FEIC for Honor 4X Smartphone
About ANADIGICS, Inc.
ANADIGICS, Inc. (NASDAQ: ANAD) (the “Company”) designs and manufactures innovative radio frequency (RF) solutions for the growing CATV infrastructure, small-cell, WiFi, and cellular markets. Headquartered in Warren, NJ, ANADIGICS offers RF products with exceptional reliability, performance and integration to deliver a unique competitive advantage to OEMs and ODMs for infrastructure and mobile applications. The Company’s award-winning solutions include line amplifiers, upstream amplifiers, power amplifiers, front-end ICs, front-end modules and other RF components. For more information, visit www.anadigics.com
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", "goal," "objective," "plan" 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. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, as well as assumptions that if they materialize or prove incorrect, could cause results to differ materially from those expressed or implied by such forward-looking statements. Further, all statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. We assume no obligation and do not intend to update these forward-looking statements, except as may be required by law.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, 2014, and those discussed elsewhere herein.
| ANADIGICS, INC. | | | | | | |
| Consolidated Statements of Operations | | | | | | |
| (Amounts in thousands, except per share amounts) | | | | | | |
| | | | | | | |
| | | Three months ended | |
| | | April 4, 2015 | | | March 29, 2014 | |
| | | Unaudited | | | Unaudited | |
| | | | | | | |
| Net sales | | $ | 18,446 | | | $ | 23,271 | |
| Cost of sales | | | 14,438 | | | | 21,000 | |
| Gross profit | | | 4,008 | | | | 2,271 | |
| Research and development expenses | | | 5,211 | | | | 8,576 | |
| Selling and administrative expenses | | | 3,803 | | | | 5,126 | |
| Restructuring charges | | | - | | | | 1,451 | |
| Operating loss | | | (5,006 | ) | | | (12,882 | ) |
| Interest and other income (expense), net | | | (19 | ) | | | 1,132 | |
| Net loss | | $ | (5,025 | ) | | $ | (11,750 | ) |
| | | | | | | | | |
| Net loss per share: | | | | | | | | |
| Basic and diluted | | $ | (0.06 | ) | | $ | (0.14 | ) |
| | | | | | | | | |
| Basic and dilutive shares outstanding | | | 87,108 | | | | 84,763 | |
| | | | | | | | | |
| Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures | | | | | | | | |
| | | | | | | | | |
| GAAP net loss | | $ | (5,025 | ) | | $ | (11,750 | ) |
| Stock compensation expense | | | | | | | | |
| Cost of sales | | | 274 | | | | 276 | |
| Research and development | | | 453 | | | | 554 | |
| Selling and administrative | | | 469 | | | | 1,013 | |
| Marketable securities redemptions and accretion (1) | | | - | | | | (1,160 | ) |
| Restructuring charges (2) | | | - | | | | 1,451 | |
| Non-GAAP net loss | | $ | (3,829 | ) | | $ | (9,616 | ) |
| | | | | | | | | |
| Non-GAAP loss per share (*): | | | | | | | | |
| Basic and diluted | | $ | (0.04 | ) | | $ | (0.11 | ) |
| | | | | | | | | |
| Supplemental Information | | | | | | | | |
| Infrastructure | | $ | 12,010 | | | $ | 9,227 | |
| Mobile | | | 6,436 | | | | 14,044 | |
| Net Sales | | $ | 18,446 | | | $ | 23,271 | |
| | | | | | | | | |
| Depreciation | | $ | 2,226 | | | $ | 3,332 | |
| | | | | | | | | |
| (*) Calculated using related GAAP shares outstanding | | | | | | | | |
| | | | | | | | | |
| (1) Marketable securities adjustments include realized gains upon redemptions. | | | | | |
| (2) Restructuring for the three months ended March 29, 2014 includes $1,451 workforce reduction. | | | | | |
| ANADIGICS, INC. | | | | | | |
| Condensed Consolidated Balance Sheets | | | | | | |
| (Amounts in thousands) | | | | | | |
| | | | | | | |
| | | April 4, 2015 | | | 12/31/2014 (*) | |
| Assets | | Unaudited | | | | |
| | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 17,042 | | | $ | 18,430 | |
| Accounts receivable | | | 5,540 | | | | 5,335 | |
| Inventory | | | 11,458 | | | | 13,844 | |
| Prepaid expenses and other current assets | | | 3,299 | | | | 2,721 | |
| Assets held for sale | | | 335 | | | | 335 | |
| Total current assets | | | 37,674 | | | | 40,665 | |
| | | | | | | | | |
| Plant and equipment, net | | | 15,003 | | | | 17,171 | |
| Other assets | | | 117 | | | | 180 | |
| | | $ | 52,794 | | | $ | 58,016 | |
| | | | | | | | | |
| Liabilities and stockholders’ equity | | | | | | | | |
| | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 5,410 | | | $ | 5,913 | |
| Accrued liabilities | | | 3,059 | | | | 3,419 | |
| Accrued restructuring costs | | | 514 | | | | 904 | |
| Bank borrowings | | | 4,000 | | | | 4,000 | |
| Total current liabilities | | | 12,983 | | | | 14,236 | |
| | | | | | | | | |
| Other long-term liabilities | | | 982 | | | | 1,122 | |
| | | | | | | | | |
| Stockholders’ equity | | | 38,829 | | | | 42,658 | |
| | | $ | 52,794 | | | $ | 58,016 | |
| | | | | | | | | |
| (*) The condensed balance sheet at December 31, 2014 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. | | | | | |
| | | | | | | | | |
| | | | | | | | | |
