Anadigics (ANAD) 10-Q 12 Nov 15 2015 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information	9 Months Ended
	Oct. 03, 2015shares
Entity Registrant Name	ANADIGICS INC
Entity Central Index Key	940,332
Trading Symbol	anad
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)	88,834,921
Document Type	10-Q
Document Period End Date	Oct. 3, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Oct. 03, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 11,688	$ 18,430
Accounts receivable, net	4,763	5,335
Inventories	8,128	13,844
Prepaid expenses and other current assets	2,680	2,721
Assets held for sale		335
Total current assets	27,259	40,665
Plant and equipment:
Equipment and furniture	190,967	190,718
Leasehold improvements	46,887	46,850
Projects in process	1,448	1,415
	239,302	238,983
Less accumulated depreciation and amortization	227,604	221,812
	11,698	17,171
Other assets	110	180
Total assets	39,067	58,016
Current liabilities:
Accounts payable	3,962	5,913
Accrued liabilities	2,467	3,419
Accrued restructuring costs	95	904
Bank borrowings	3,800	4,000
Total current liabilities	10,324	14,236
Other long-term liabilities	701	1,122
Total liabilities	11,025	15,358
Stockholders’ equity:
Common stock, $0.01 par value, 144,000 shares authorized, 88,949 issued at October 3, 2015 and 86,878 issued at December 31, 2014	889	869
Additional paid-in capital	645,407	642,683
Accumulated deficit	(617,995)	(600,635)
Treasury stock at cost: 115 shares	(259)	(259)
Total stockholders’ equity	28,042	42,658
Total liabilities and stockholders’ equity	$ 39,067	$ 58,016

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares shares in Thousands	Oct. 03, 2015	Dec. 31, 2014
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	144,000	144,000
Common stock, shares issued (in shares)	88,949	86,878
Treasury stock, number of shares (in shares)	115	115

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 03, 2015	Sep. 27, 2014	Oct. 03, 2015	Sep. 27, 2014
Net sales	$ 12,123	$ 18,871	$ 46,365	$ 65,403
Cost of sales	10,495	16,038	37,756	59,654
Gross profit	1,628	2,833	8,609	5,749
Research and development expenses	4,695	5,600	14,969	21,438
Selling and administrative expenses	3,080	3,792	10,403	13,454
Restructuring expense		105	611	5,965
Operating loss	(6,147)	(6,664)	(17,324)	(35,108)
Interest and other (expense) income, net	(8)	(5)	(36)	1,655
Net loss	$ (6,155)	$ (6,669)	$ (17,360)	$ (33,453)
Basic and diluted loss per share (in dollars per share)	$ (0.07)	$ (0.08)	$ (0.20)	$ (0.39)
Weighted average common shares outstanding used in computing loss per share
Basic and diluted (in shares)	88,524	86,199	87,889	85,550

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 03, 2015	Sep. 27, 2014	Oct. 03, 2015	Sep. 27, 2014
Net loss	$ (6,155)	$ (6,669)	$ (17,360)	$ (33,453)
Other comprehensive loss
Unrealized gain on marketable securities				81
Effect of net recognized gain on marketable securities reclassified to Interest and other (expense) income, net				(1,728)
Comprehensive loss	$ (6,155)	$ (6,669)	$ (17,360)	$ (35,100)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Oct. 03, 2015	Sep. 27, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (17,360)	$ (33,453)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	6,038	8,821
Amortization	30	51
Stock based compensation	2,744	4,071
Gain on marketable securities		(1,728)
(Gain) loss on disposal of equipment and assets held for sale	(19)	2,044
Changes in operating assets and liabilities:
Accounts receivable	572	5,697
Inventories	5,716	5,796
Prepaid expenses and other assets	9	(280)
Accounts payable	(1,951)	(6,869)
Accrued liabilities and other liabilities	(2,182)	(292)
Net cash used in operating activities	(6,403)	(16,142)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of plant and equipment	(177)	(797)
Proceeds from sale of equipment	$ 38	1,937
Proceeds from sale of marketable securities		3,528
Net cash (used in) provided by investing activities	$ (139)	4,668
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock		10
Proceeds from bank borrowings	11,800	13,232
Repayments of bank borrowings	(12,000)	(9,232)
Net cash (used in) provided by financing activities	(200)	4,010
Net decrease in cash and cash equivalents	(6,742)	(7,464)
Cash and cash equivalents at beginning of period	18,430	20,947
Cash and cash equivalents at end of period	$ 11,688	$ 13,483

Note 1 - Summary of Significant

Note 1 - Summary of Significant Accounting Policies	9 Months Ended
	Oct. 03, 2015
Notes to Financial Statements
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]	1. Summary of Significant Accounting Policies Basis of Presentation ANADIGICS, Inc. (the Company) is a global leader in the design and manufacture of radio frequency semiconductor solutions for Infrastructure and Mobile applications. Infrastructure is comprised of products for the following applications: CATV, small cell, WiFi, M2M, optical and other general RF applications. Mobile is comprised of WiFi and Cellular products that primarily address the smartphone, handset and tablet markets. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine month period ended October 3, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The financial statements have been prepared assuming that the Company will continue as a going concern. The Company has historically operated at a loss and has not consistently generated sufficient cash flows from operations to cover its operating expenses. In mid-2014, the Company implemented a strategic restructuring plan (Note 2) that the Company believed would place increased emphasis on infrastructure markets, lower operating costs and position the business for improved operating results. By the three months ended April 4, 2015, the Company’s infrastructure revenue improved, costs were lowered and operating losses were reduced in keeping with the strategic restructuring plan. However, subsequent to that date, unexpected declines in revenues resulted in an increase in operating losses. Therefore, the delayed improvement in infrastructure revenue is forecast to result in operating losses into 2016, larger than those foreseen under the strategic restructuring plan. Additionally, in future periods it is possible that the Company will not maintain compliance with certain covenants under its revolving credit facility (Note 9) which could result in outstanding borrowings being immediately due and payable and the termination of the revolving credit facility. The combination of these factors raises substantial doubt about the Company’s ability to continue as a going concern in 2016. Management’s plans to overcome these difficulties include financing all or part of its operations through additional equity or debt financing. However, there can be no assurance that additional financing will be available on satisfactory terms or at all. The Company also expects to continue to aggressively pursue available sales opportunities, work with distributors and end users to grow future sales, and continue to control costs. The ability to continue as a going concern in 2016 is dependent upon increasing infrastructure revenue, continuing to control costs and obtaining the necessary financing to meet obligations and repay liabilities arising from normal business operations when they come due. The condensed consolidated balance sheet at December 31, 2014 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company has evaluated subsequent events and determined that, other than matters outlined in Note 10, there were no subsequent events to recognize or disclose in these unaudited interim condensed consolidated financial statements. RECENTLY ADOPTED ACCOUNTING STANDARDS In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of an Entity IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS In July 2015, the FASB issued ASU 2015-11, Inventory In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers INCOME TAXES The Company maintains a full valuation allowance on its deferred tax assets. Accordingly, the Company has not recorded a benefit or provision for income taxes. The Company recognizes interest and penalties related to the underpayment of income taxes in income tax expense. No unrecognized tax benefits, interest or penalties were accrued at October 3, 2015. The Company’s U.S. federal net operating losses have occurred since 1998 and as such, tax years subject to potential tax examination could apply from that date because carrying-back net operating loss opens the relevant year to audit. WARRANTY Based on the examination of historical returns and other information it deems critical, the Company estimates that a current charge to income will need to be provided in order to cover future warranty obligations for products sold during the year. The accrued liability for warranty costs is included in Accrued liabilities in the condensed consolidated balance sheets. Changes in the Company’s product warranty reserve are as follows: Nine months ended October 3, 2015 September 27, 2014 Beginning balance $ 237 $ 383 Net (release) addition (credited) charged to Cost of sales (9 ) 245 Claims processed (135 ) (465 ) Ending balance $ 93 $ 163

Note 2 - Restructuring and Othe

Note 2 - Restructuring and Other Charges	9 Months Ended
	Oct. 03, 2015
Notes to Financial Statements
Restructuring and Related Activities Disclosure [Text Block]	2. RESTRUCTURING AND OTHER CHARGES RESTRUCTURING In mid 2014, the Company implemented a strategic restructuring plan to better address growth opportunities in infrastructure markets and to lower operating costs. The strategy included expanding the Company’s presence in the infrastructure space and reducing fixed costs associated with certain legacy mobile activities through a resizing of staff and manufacturing capability. During the three and nine months ended September 27, 2014, the Company implemented workforce reductions that eliminated approximately 50 and 150 positions, respectively, throughout the Company, and recorded restructuring charges of $1,696 and $3,834, respectively, for severance, related benefits and other costs. By the end of 2014 and inclusive of the aforementioned charges, total workforce reduction charges recorded to Restructuring in 2014 amounted to $4,199. The Company also reviewed and identified certain surplus manufacturing fixed assets and recorded a restructuring charge of $3,722 in the second quarter of 2014 to write down certain assets to their current market value based on proceeds expected from their sale. During the third quarter of 2014, the Company recorded a $1,591 net gain on the sale of certain Assets held for sale, which was offset against Restructuring charges. In May 2015, as an extension of its strategic shift to Infrastructure and migration of its business model, the Company implemented a workforce reduction that eliminated approximately 25 positions throughout the Company and recorded approximately $611 of restructuring charges during the second quarter of 2015 covering severance, related benefits and other costs. The Company also recorded a $50 gain on the sale of an asset classified as held for sale, which was offset against restructuring charges in the second quarter of 2015. The remaining assets previously held for sale were re-classified to fixed assets during the second quarter as it was determined that such assets would not be sold in the near future. There was no impact to the results of operations as a result of this re-classification for any period presented. Activity and liability balances related to the restructurings were as follows: Workforce- related Lease-related Total December 31, 2013 balance $ 245 - $ 245 Restructuring expense 4,002 197 4,199 Payments (3,502 ) (38 ) (3,540 ) December 31, 2014 balance $ 745 $ 159 $ 904 Restructuring expense 611 - 611 Payments (1,301 ) (119 ) (1,420 ) October 3, 2015 balance $ 55 $ 40 $ 95 OTHER CHARGES During the second quarter of 2014, the Company recorded a charge of $2,080 to Cost of sales for inventory write-downs on certain excess Mobile inventory.

Note 3 - Fair Value and Marketa

Note 3 - Fair Value and Marketable Securities	9 Months Ended
	Oct. 03, 2015
Notes to Financial Statements
Fair Value Disclosures [Text Block]	3. FAIR VALUE AND MARKETABLE SECURITIES The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value because of the relatively short maturity of these items. During the first half of 2014, a former-auction corporate debt security and a preferred equity auction rate security held by the Company sold for $2,960 and $568, respectively, resulting in a realized gain of $1,728 which was recorded to Interest and other (expense) income, net.

Note 4 - Inventories

Note 4 - Inventories	9 Months Ended
	Oct. 03, 2015
Notes to Financial Statements
Inventory Disclosure [Text Block]	4. Inventories Inventories are stated at the lower of cost (first-in, first-out method) or market. Inventories consist of the following: October 3, 2015 December 31, 2014 Raw materials $ 3,152 $ 4,584 Work in process 2,584 3,052 Finished goods 2,392 6,208 Total $ 8,128 $ 13,844

Note 5 - Stockholder's Equity

Note 5 - Stockholder's Equity	9 Months Ended
	Oct. 03, 2015
Notes to Financial Statements
Stockholders' Equity Note Disclosure [Text Block]	5. STOCKHOLDERS’ EQUITY NASDAQ LISTING The Company’s common stock currently trades on the NASDAQ Global Market (“NASDAQ”). On June 18, 2015, the Company received a letter from NASDAQ informing the Company that for the previous 30 consecutive business days, the bid price for the Company’s common stock had closed below $1.00, a requirement for listing on NASDAQ. The Company has until December 15, 2015 to regain compliance which would be satisfied if the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days. If the Company does not regain compliance by December 15, 2015, the Company may be eligible for an additional 180 calendar days compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial NASDAQ listing standards, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period. However, if it appears to the NASDAQ staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the staff would notify the Company that its securities would then be subject to delisting. In the event of such notification the Company may appeal the staff’s determination to delist its securities.

Note 6 - Stock Based Compensati

Note 6 - Stock Based Compensation	9 Months Ended
	Oct. 03, 2015
Notes to Financial Statements
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]	6. STOCK BASED COMPENSATION Equity Compensation Plans The Company has the following active equity compensation plans under which equity securities have been authorized for issuance to employees and/or directors: ● The 2015 Long-Term Incentive and Share Award Plan (2015 Plan) ● The 2005 Employee Stock Purchase Plan (2005 ESP Plan) The 2015 Plan provides for the granting of stock options, stock appreciation rights, restricted stock units and other share-based awards to eligible employees and directors, as defined in the respective plans. Option grants have terms of ten years and become exercisable in varying amounts over periods of up to three years. To date, no stock appreciation rights have been granted under the 2015 Plan. An aggregate of 10,000 shares of common stock were reserved for issuance under the 2015 Plan. In 2015, the Company approved the 2016 ESP Plan under Section 423 of the Internal Revenue Code. The 2016 ESP Plan will become effective on January 1, 2016, immediately after our existing 2005 ESP Plan expires on December 31, 2015. All full-time employees of ANADIGICS, Inc. and part-time employees, as defined in the 2016 ESP Plan, are eligible to participate in the plan. An aggregate of 5,000 shares of common stock were reserved for offering under the 2016 ESP Plan. Offerings are made at the commencement of each calendar year and must be purchased by the end of that calendar year. The following table summarizes information related to awards of restricted stock units and stock options as well as changes during the nine months period ended October 3, 2015: Restricted Stock Units Stock Options Time-based Performance- based Time-based Units Weighted Average (WA) grant date fair value Units WA price / unit Issuable upon exercise WA exercise price WA remaining contractual life (in years) Outstanding at January 1, 201 5 2,790 $ 1.58 314 $ 1.87 1,219 $ 4.82 Granted 2,462 1.04 264 1.05 14 0.95 Shares vested/options exercised (2,062 ) 1.33 (10 ) 2.03 - - Forfeited/expired (235 ) 1.37 - - (248 ) 5.46 Outstanding at October 3, 2015 2,955 $ 1.31 568 $ 1.56 985 $ 4.60 3.3 Exercisable at October 3, 2015 N/A N/A N/A N/A 968 $ 4.67 3.2 In February 2015, the Company awarded 264 restricted stock units to its officers and other key employees which have market performance-based vesting conditions contingent upon the Company’s relative shareholder returns measured against defined peer group companies. The market performance-based awards will be evaluated annually in one-third increments measuring Company shareholder returns during the one, two and three year periods following the award. Company performance within the top 75th percentile tier in a measurement period would result in maximum performance attainment, while performance below the 25th-percentile results in no vesting for that period. These market performance-based restricted stock units, included in the table above, have an average fair value of $1.05 calculated using a Monte Carlo Simulation model on the date of grant. The table below summarizes stock based compensation by financial statement line item for the three and nine month periods ended October 3, 2015 and September 27, 2014: Three months ended Nine months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Cost of sales $ 110 $ 183 $ 650 $ 705 Research and development expenses 185 374 1,110 1,450 Selling and administrative expenses 127 315 984 1,916 Total stock based compensation $ 422 $ 872 $ 2,744 $ 4,071 No tax benefits have been recorded due to the Company’s full valuation allowance position. As of October 3, 2015, there was $2,257 of unrecognized stock based compensation cost related to unvested restricted awards and unvested stock options. The weighted average remaining recognition periods for our restricted stock units and stock options are 1.4 and 2.4 years, respectively. Valuation Method for ESP Plan, Stock Option Awards and Performance Awards For ESP Plan and stock option awards, the fair value is estimated at the date of grant using a Black-Scholes option pricing model. The fair value of Company-based performance awards are fixed upon the date of grant. Market-based performance equity award fair values are calculated with the assistance of a valuation consultant using a Monte Carlo simulation method. The weighted average assumptions and fair values for stock-based compensation grants used for the nine month periods ended October 3, 2015 and September 27, 2014 are summarized below: Nine months ended October 3, 2015 September 27, 2014 Stock option awards: Risk-free interest rate 1.3 % 1.7 % Expected volatility 63 % 58 % Average expected term (in years) 5.0 5.0 Expected dividend yield 0.0 % 0.0 % Weighted average fair value of options granted $ 0.51 $ 0.97 ESP Plan: Risk-free interest rate 0.3 % 0.1 % Expected volatility 117 % 68 % Average expected term (in years) 1.0 1.0 Expected dividend yield 0.0 % 0.0 % Weighted average fair value of purchase option $ 0.13 $ 0.26 Performance awards: Average risk-free interest rate 0.6 % 0.3 % Expected volatility 66.5 % 54.6 % Average expected term (in years) 3.0 3.0 Expected dividend yield 0.0 % 0.0 % Weighted average fair value of performance awards $ 1.05 $ 1.84 For equity awards with an expected term of one year or less, the assumption for expected volatility is solely based on the Company’s historical volatility, whereas for equity awards with expected terms of greater than one year, the assumption is based on a combination of implied and historical volatility. Equity-based compensation recognized is reduced for estimated forfeitures and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Note 7 - Loss Per Share

Note 7 - Loss Per Share	9 Months Ended
	Oct. 03, 2015
Notes to Financial Statements
Earnings Per Share [Text Block]	7. Loss Per Share The reconciliation of shares used to calculate basic and diluted loss per share consists of the following: Three months ended Nine months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Weighted average common shares for basic loss per share 88,524 86,199 87,889 85,550 Effect of dilutive securities: Stock options (*) - - - - Unvested restricted stock units (*) - - - - Adjusted weighted average shares for diluted loss per share 88,524 86,199 87,889 85,550 * Incremental shares from restricted stock units and stock options are computed using the treasury stock method. For the three and nine months ended October 3, 2015 and September 27, 2014, potential additional dilution arising from any of the Company's outstanding stock options or unvested restricted stock units is detailed below. Such potential dilution was excluded as their effect was anti-dilutive. Three months ended Nine months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Stock options 985 1,238 985 1,238 Unvested restricted stock units 3,523 3,438 3,523 3,438

Note 8 - Legal Proceedings

Note 8 - Legal Proceedings	9 Months Ended
	Oct. 03, 2015
Notes to Financial Statements
Legal Matters and Contingencies [Text Block]	8. LEGAL PROCEEDINGS The Company is a party to ordinary course litigation arising out of the operation of its business. The Company accrues for a loss contingency when it determines that it is probable, after consultation with counsel, that a liability has been incurred and the amount of such loss can be reasonably estimated. The Company believes that the ultimate resolution of such ordinary course litigation, either individually or in the aggregate, will not have a material adverse effect on its consolidated financial condition, results of operations, or cash flows.

Note 9 - Bank Borrowings Under

Note 9 - Bank Borrowings Under Credit Facility	9 Months Ended
	Oct. 03, 2015
Notes to Financial Statements
Debt Disclosure [Text Block]	9. BANK BORROWINGS UNDER CREDIT FACILITY On October 24, 2014, the Company terminated a three-year $11,000 revolving credit facility with PNC Bank, N.A which had been scheduled to expire in 2016 and entered into a Loan and Security Agreement with Silicon Valley Bank (the “SVB Loan Agreement”). The SVB Loan Agreement provides the Company with a two-year revolving credit facility of $10,000 that expires on October 24, 2016 and was modified on June 2, 2015. The SVB Loan Agreement enables borrowings based upon 85% of eligible accounts receivable and is secured by certain insured accounts receivable and substantially all of the Company’s other assets. The SVB Loan Agreement requires compliance with certain covenants, including minimum EBITDA (as defined in the SVB Loan Agreement) and quick ratio levels, in addition to certain capital expenditure limits. The interest rate on the outstanding balance under the SVB Loan Agreement is Prime plus 0.5%. The SVB Loan Agreement contains a fee for any unused portion of the facility. Silicon Valley Bank provided a waiver on the minimum EBITDA covenant as of October 3, 2015 related to the three month period then ended. Consequently, as of October 3, 2015, the Company was in compliance with its covenants and $3,800 was outstanding under the SVB Loan Agreement.

Note 10 - Subsequent Event

Note 10 - Subsequent Event	9 Months Ended
	Oct. 03, 2015
Notes to Financial Statements
Subsequent Events [Text Block]	10. SUBSEQUENT EVENT On November 11, 2015, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aloha Holding Company, Inc., a Delaware corporation (“Parent”), and Aloha Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), pursuant to which Parent will acquire the Company. The boards of directors of the Company, Parent and Purchaser have approved the Merger Agreement and the transactions contemplated by the Merger Agreement. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, the Purchaser has agreed to commence a cash tender offer (the “Offer”) to purchase all of the issued and outstanding shares of common stock, par value $0.01, of the Company (the “Shares”) at a purchase price of $0.35 per Share (the “Offer Price”), net to the seller in cash, without interest, less any applicable withholding taxes. The Purchaser agreed to commence the Offer as promptly as reasonably practicable, but not later than ten (10) business days after the date of the Merger Agreement, and the Offer must remain open for twenty (20) business days, subject to certain extensions of the Offer as set forth in the Merger Agreement. Upon completion of the Offer and subject to the terms and conditions of the Merger Agreement, the Purchaser will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent. The consummation of the Offer and the Merger are subject to the satisfaction of certain closing conditions, including among others, that (a) there is validly tendered (and not validly withdrawn) the number of shares which, when added to any Shares owned by Parent or any of its subsidiaries would represent at least a majority of the outstanding Shares of the Company, and (b) other customary conditions as set forth in Annex I to the Merger Agreement have been satisfied or waived. The Offer is not subject to a financing condition. The Merger will be effected pursuant to Section 251(h) of the Delaware General Corporation Law, with no stockholder vote required to consummate the Merger. At the Effective Time (as defined in the Merger Agreement), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares then held by Parent, Purchaser, the Company or their respective subsidiaries and (ii) shares that are held by any stockholders of the Company who properly demand appraisal in connection with the Merger) will be canceled and retired, will cease to exist and will be converted into the right to receive an amount in cash equal to the Offer Price, without interest, less any applicable withholding taxes. The Merger Agreement contains customary representations, warranties and covenants for a transaction of this nature, including covenants regarding the operation of the business of the Company prior to the closing of the Merger. In addition, under the terms of the Merger Agreement, the Company will have the right to seek Acquisition Proposals (as defined in the Merger Agreement) through December 6, 2015 (the “Go-Shop Period End Date”). Following the Go-Shop Period End Date, the Company has agreed not to solicit or otherwise facilitate any alternative Acquisition Proposals, subject to customary exceptions that permit the Company to respond to any unsolicited Acquisition Proposal, provided that the Company’s board of directors has determined in good faith that the failure to do so would reasonably be expected to result in a breach of its fiduciary duties, and the Company has complied with certain notice requirements. The Company is also permitted to change its recommendation in favor of the Offer or to terminate the Merger Agreement in order to accept a Superior Offer (as defined in the Merger Agreement) (subject to giving Parent five business days’ notice of its intention to do so and, among other things, making available the Company’s representatives to discuss and negotiate with Parent in good faith any amendments Parent desires to make to its proposal), provided that the Company’s board of directors has determined in good faith that the failure to do so would reasonably be expected to result in a breach of its fiduciary duties. If the Company does terminate the Merger Agreement under such circumstances, the Company must pay Parent, concurrently with such termination, a termination fee of $1.2 million. In addition, this termination fee is payable by the Company to Parent under other specified circumstances.

Significant Accounting Policies

Significant Accounting Policies (Policies)	9 Months Ended
	Oct. 03, 2015
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation ANADIGICS, Inc. (the Company) is a global leader in the design and manufacture of radio frequency semiconductor solutions for Infrastructure and Mobile applications. Infrastructure is comprised of products for the following applications: CATV, small cell, WiFi, M2M, optical and other general RF applications. Mobile is comprised of WiFi and Cellular products that primarily address the smartphone, handset and tablet markets. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine month period ended October 3, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The financial statements have been prepared assuming that the Company will continue as a going concern. The Company has historically operated at a loss and has not consistently generated sufficient cash flows from operations to cover its operating expenses. In mid-2014, the Company implemented a strategic restructuring plan (Note 2) that the Company believed would place increased emphasis on infrastructure markets, lower operating costs and position the business for improved operating results. By the three months ended April 4, 2015, the Company’s infrastructure revenue improved, costs were lowered and operating losses were reduced in keeping with the strategic restructuring plan. However, subsequent to that date, unexpected declines in revenues resulted in an increase in operating losses. Therefore, the delayed improvement in infrastructure revenue is forecast to result in operating losses into 2016, larger than those foreseen under the strategic restructuring plan. Additionally, in future periods it is possible that the Company will not maintain compliance with certain covenants under its revolving credit facility (Note 9) which could result in outstanding borrowings being immediately due and payable and the termination of the revolving credit facility. The combination of these factors raises substantial doubt about the Company’s ability to continue as a going concern in 2016. Management’s plans to overcome these difficulties include financing all or part of its operations through additional equity or debt financing. However, there can be no assurance that additional financing will be available on satisfactory terms or at all. The Company also expects to continue to aggressively pursue available sales opportunities, work with distributors and end users to grow future sales, and continue to control costs. The ability to continue as a going concern in 2016 is dependent upon increasing infrastructure revenue, continuing to control costs and obtaining the necessary financing to meet obligations and repay liabilities arising from normal business operations when they come due. The condensed consolidated balance sheet at December 31, 2014 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company has evaluated subsequent events and determined that, other than matters outlined in Note 10, there were no subsequent events to recognize or disclose in these unaudited interim condensed consolidated financial statements.
New Accounting Pronouncements, Policy [Policy Text Block]	RECENTLY ADOPTED ACCOUNTING STANDARDS In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of an Entity IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS In July 2015, the FASB issued ASU 2015-11, Inventory In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers
Income Tax, Policy [Policy Text Block]	INCOME TAXES The Company maintains a full valuation allowance on its deferred tax assets. Accordingly, the Company has not recorded a benefit or provision for income taxes. The Company recognizes interest and penalties related to the underpayment of income taxes in income tax expense. No unrecognized tax benefits, interest or penalties were accrued at October 3, 2015. The Company’s U.S. federal net operating losses have occurred since 1998 and as such, tax years subject to potential tax examination could apply from that date because carrying-back net operating loss opens the relevant year to audit.
Standard Product Warranty, Policy [Policy Text Block]	WARRANTY Based on the examination of historical returns and other information it deems critical, the Company estimates that a current charge to income will need to be provided in order to cover future warranty obligations for products sold during the year. The accrued liability for warranty costs is included in Accrued liabilities in the condensed consolidated balance sheets. Changes in the Company’s product warranty reserve are as follows: Nine months ended October 3, 2015 September 27, 2014 Beginning balance $ 237 $ 383 Net (release) addition (credited) charged to Cost of sales (9 ) 245 Claims processed (135 ) (465 ) Ending balance $ 93 $ 163

Note 1 - Summary of Significa18

Note 1 - Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Oct. 03, 2015
Notes Tables
Schedule of Product Warranty Liability [Table Text Block]	Nine months ended October 3, 2015 September 27, 2014 Beginning balance $ 237 $ 383 Net (release) addition (credited) charged to Cost of sales (9 ) 245 Claims processed (135 ) (465 ) Ending balance $ 93 $ 163

Note 2 - Restructuring and Ot19

Note 2 - Restructuring and Other Charges (Tables)	9 Months Ended
	Oct. 03, 2015
Notes Tables
Restructuring and Related Costs [Table Text Block]	Workforce- related Lease-related Total December 31, 2013 balance $ 245 - $ 245 Restructuring expense 4,002 197 4,199 Payments (3,502 ) (38 ) (3,540 ) December 31, 2014 balance $ 745 $ 159 $ 904 Restructuring expense 611 - 611 Payments (1,301 ) (119 ) (1,420 ) October 3, 2015 balance $ 55 $ 40 $ 95

Note 4 - Inventories (Tables)

Note 4 - Inventories (Tables)	9 Months Ended
	Oct. 03, 2015
Notes Tables
Schedule of Inventory, Current [Table Text Block]	October 3, 2015 December 31, 2014 Raw materials $ 3,152 $ 4,584 Work in process 2,584 3,052 Finished goods 2,392 6,208 Total $ 8,128 $ 13,844

Note 6 - Stock Based Compensa21

Note 6 - Stock Based Compensation (Tables)	9 Months Ended
	Oct. 03, 2015
Notes Tables
Schedule of Nonvested Share Activity [Table Text Block]	Restricted Stock Units Stock Options Time-based Performance- based Time-based Units Weighted Average (WA) grant date fair value Units WA price / unit Issuable upon exercise WA exercise price WA remaining contractual life (in years) Outstanding at January 1, 201 5 2,790 $ 1.58 314 $ 1.87 1,219 $ 4.82 Granted 2,462 1.04 264 1.05 14 0.95 Shares vested/options exercised (2,062 ) 1.33 (10 ) 2.03 - - Forfeited/expired (235 ) 1.37 - - (248 ) 5.46 Outstanding at October 3, 2015 2,955 $ 1.31 568 $ 1.56 985 $ 4.60 3.3 Exercisable at October 3, 2015 N/A N/A N/A N/A 968 $ 4.67 3.2
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]	Three months ended Nine months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Cost of sales $ 110 $ 183 $ 650 $ 705 Research and development expenses 185 374 1,110 1,450 Selling and administrative expenses 127 315 984 1,916 Total stock based compensation $ 422 $ 872 $ 2,744 $ 4,071
Schedule Of Share Based Payment Award Stock Option Awards And Employee Stock Purchase Plan Valuation Assumptions [Table Text Block]	Nine months ended October 3, 2015 September 27, 2014 Stock option awards: Risk-free interest rate 1.3 % 1.7 % Expected volatility 63 % 58 % Average expected term (in years) 5.0 5.0 Expected dividend yield 0.0 % 0.0 % Weighted average fair value of options granted $ 0.51 $ 0.97 ESP Plan: Risk-free interest rate 0.3 % 0.1 % Expected volatility 117 % 68 % Average expected term (in years) 1.0 1.0 Expected dividend yield 0.0 % 0.0 % Weighted average fair value of purchase option $ 0.13 $ 0.26 Performance awards: Average risk-free interest rate 0.6 % 0.3 % Expected volatility 66.5 % 54.6 % Average expected term (in years) 3.0 3.0 Expected dividend yield 0.0 % 0.0 % Weighted average fair value of performance awards $ 1.05 $ 1.84

Note 7 - Loss Per Share (Tables

Note 7 - Loss Per Share (Tables)	9 Months Ended
	Oct. 03, 2015
Notes Tables
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	Three months ended Nine months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Weighted average common shares for basic loss per share 88,524 86,199 87,889 85,550 Effect of dilutive securities: Stock options (*) - - - - Unvested restricted stock units (*) - - - - Adjusted weighted average shares for diluted loss per share 88,524 86,199 87,889 85,550
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]	Three months ended Nine months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Stock options 985 1,238 985 1,238 Unvested restricted stock units 3,523 3,438 3,523 3,438

Note 1 - Summary of Significa23

Note 1 - Summary of Significant Accounting Policies (Details Textual)	Oct. 03, 2015USD ($)
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 0

Note 1 - Summary of Significa24

Note 1 - Summary of Significant Accounting Policies - Changes in Warranty Reserve (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 03, 2015	Sep. 27, 2014
Beginning balance	$ 237	$ 383
Net (release) addition (credited) charged to Cost of sales	(9)	245
Claims processed	(135)	(465)
Ending balance	$ 93	$ 163

Note 2 - Restructuring and Ot25

Note 2 - Restructuring and Other Charges (Details Textual) $ in Thousands	3 Months Ended					9 Months Ended		12 Months Ended
	Jul. 04, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 27, 2014USD ($)	Jun. 28, 2014USD ($)	Jun. 28, 2014USD ($)	Oct. 03, 2015USD ($)	Sep. 27, 2014USD ($)	Dec. 31, 2014USD ($)
Employee Severance [Member]
Restructuring Charges	$ 611		$ 1,696				$ 3,834	$ 4,199
Asset Write Downs [Member]
Restructuring Charges				$ 3,722
Restructuring and Related Cost, Number of Positions Eliminated	25		50				150
Restructuring Charges			$ 105			$ 611	$ 5,965	$ 4,199
Gain (Loss) on Disposition of Assets	$ 50	$ 1,591				$ 19	$ (2,044)
Inventory Write-down					$ 2,080

Note 2 - Restructuring and Ot26

Note 2 - Restructuring and Other Charges - Activity and Liability Balances Related to Restructuring (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Oct. 03, 2015	Sep. 27, 2014	Dec. 31, 2014
Workforce Related [Member]
Balance	$ 745	$ 245	$ 245
Restructuring expense	611		4,002
Payments	(1,301)		(3,502)
Balance	55		745
Lease Related [Member]
Balance	159
Restructuring expense			197
Payments	(119)		(38)
Balance	40		159
Balance	904	245	245
Restructuring expense	611	$ 5,965	4,199
Payments	(1,420)		(3,540)
Balance	$ 95		$ 904

Note 3 - Fair Value and Marke27

Note 3 - Fair Value and Marketable Securities (Details Textual) $ in Thousands	6 Months Ended
	Jun. 28, 2014USD ($)
Corporate Debt Securities [Member]
Proceeds from Sale of Available-for-sale Securities, Debt	$ 2,960
Auction Rate Preferred Securities [Member]
Proceeds from Sale of Available-for-sale Securities, Equity	568
Nonoperating Income (Expense) [Member]
Gain (Loss) on Sale of Equity Investments	$ 1,728

Note 4 - Inventories - Summary

Note 4 - Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands	Oct. 03, 2015	Dec. 31, 2014
Raw materials	$ 3,152	$ 4,584
Work in process	2,584	3,052
Finished goods	2,392	6,208
Total	$ 8,128	$ 13,844

Note 6 - Stock Based Compensa29

Note 6 - Stock Based Compensation (Details Textual) - USD ($)	1 Months Ended	9 Months Ended
	Feb. 28, 2015	Oct. 03, 2015	Sep. 27, 2014
Stock Appreciation Rights (SARs) [Member] | 2015 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		0
Restricted Stock Units (RSUs) [Member]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options		$ 2,257,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition		1 year 146 days
Employee Stock Option [Member] | 2015 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		10 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		3 years
Employee Stock Option [Member]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition		2 years 146 days
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term		5 years	5 years
Performance Base Restricted Stock Units RSUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		264,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 1.05
2015 Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance		10,000,000
The 2016 ESP Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance		5,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term		1 year
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense		$ 0
Stock Issued During Period, Shares, Restricted Stock Award, Gross	264,000

Note 6 - Stock Based Compensa30

Note 6 - Stock Based Compensation - Summary of Stock Options and Restricted Stock Activity (Details) shares in Thousands	9 Months Ended
	Oct. 03, 2015$ / sharesshares
Time Based Restricted Stock Units RSUs [Member]
Outstanding (in shares) | shares	2,790
Outstanding (in dollars per share)	$ 1.58
Granted (in shares) | shares	2,462
Granted (in dollars per share)	$ 1.04
Shares vested/options exercised (in shares) | shares	(2,062)
Shares vested/options exercised (in dollars per share)	$ 1.33
Forfeited/expired (in shares) | shares	(235)
Forfeited/expired (in dollars per share)	$ 1.37
Outstanding (in shares) | shares	2,955
Outstanding (in dollars per share)	$ 1.31
Performance Base Restricted Stock Units RSUs [Member]
Outstanding (in shares) | shares	314
Outstanding (in dollars per share)	$ 1.87
Granted (in shares) | shares	264
Granted (in dollars per share)	$ 1.05
Shares vested/options exercised (in shares) | shares	(10)
Shares vested/options exercised (in dollars per share)	$ 2.03
Outstanding (in shares) | shares	568
Outstanding (in dollars per share)	$ 1.56
Time Based Stock Options [Member]
Outstanding (in shares) | shares	1,219
Outstanding (in dollars per share)	$ 4.82
Granted (in shares) | shares	14
Granted (in dollars per share)	$ 0.95
Shares vested/options exercised (in dollars per share)
Forfeited/expired (in shares) | shares	(248)
Forfeited/expired (in dollars per share)	$ 5.46
Outstanding (in shares) | shares	985
Outstanding (in dollars per share)	$ 4.60
Outstanding	3 years 109 days
Exercisable at October 3, 2015 (in shares) | shares	968
Exercisable at October 3, 2015 (in dollars per share)	$ 4.67
Exercisable at October 3, 2015	3 years 73 days

Note 6 - Stock Based Compensa31

Note 6 - Stock Based Compensation - Allocation of Share-based Compensation Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 03, 2015	Sep. 27, 2014	Oct. 03, 2015	Sep. 27, 2014
Cost of Sales [Member]
Stock-based compensation	$ 110	$ 183	$ 650	$ 705
Research and Development Expense [Member]
Stock-based compensation	185	374	1,110	1,450
Selling, General and Administrative Expenses [Member]
Stock-based compensation	127	315	984	1,916
Stock-based compensation	$ 422	$ 872	$ 2,744	$ 4,071

Note 6 - Stock Based Compensa32

Note 6 - Stock Based Compensation - Summary of Weighted Average Assumptions and Fair Values for Stock-based Compensation Grants (Details) - $ / shares	9 Months Ended
	Oct. 03, 2015	Sep. 27, 2014
Employee Stock Option [Member]
Stock option awards:
Risk-free interest rate	1.30%	1.70%
Expected volatility	63.00%	58.00%
Average expected term (in years)	5 years	5 years
Expected dividend yield	0.00%	0.00%
Weighted average fair value of award (in dollars per share)	$ 0.51	$ 0.97
Employee Stock Purchase Plan [Member]
Stock option awards:
Risk-free interest rate	0.30%	0.10%
Expected volatility	117.00%	68.00%
Average expected term (in years)	1 year	1 year
Expected dividend yield	0.00%	0.00%
Weighted average fair value of award (in dollars per share)	$ 0.13	$ 0.26
Performance Shares [Member]
Stock option awards:
Risk-free interest rate	0.60%	0.30%
Expected volatility	66.50%	54.60%
Average expected term (in years)	3 years	3 years
Expected dividend yield	0.00%	0.00%
Weighted average fair value of award (in dollars per share)	$ 1.05	$ 1.84

Note 7 - Loss Per Share - Recon

Note 7 - Loss Per Share - Reconciliation of Earnings (Loss) Per Share, Basic and Diluted (Details) - shares shares in Thousands		3 Months Ended		9 Months Ended
		Oct. 03, 2015	Sep. 27, 2014	Oct. 03, 2015	Sep. 27, 2014
Employee Stock Option [Member]
Effect of dilutive securities:
Effect of dilutive securities (in shares)	[1]
Unvested Restricted Shares And Units [Member]
Effect of dilutive securities:
Effect of dilutive securities (in shares)	[1]
Weighted average common shares for basic loss per share (in shares)		88,524	86,199	87,889	85,550
Adjusted weighted average shares for diluted loss per share (in shares)		88,524	86,199	87,889	85,550
[1]	Incremental shares from restricted stock units and stock options are computed using the treasury stock method.

Note 7 - Loss Per Share - Antid

Note 7 - Loss Per Share - Antidilutive Securities Excluded from Earnings (Loss) Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Oct. 03, 2015	Sep. 27, 2014	Oct. 03, 2015	Sep. 27, 2014
Employee Stock Option [Member]
Anti-dilutive securities (in shares)	985	1,238	985	1,238
Unvested Restricted Shares And Units [Member]
Anti-dilutive securities (in shares)	3,523	3,438	3,523	3,438

Note 9 - Bank Borrowings Unde35

Note 9 - Bank Borrowings Under Credit Facility (Details Textual) - USD ($) $ in Millions	Oct. 24, 2014	Oct. 03, 2015
Revolving Credit Facility [Member] | SVB Loan Agreement Member | Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	0.50%
Revolving Credit Facility [Member] | SVB Loan Agreement Member
Line of Credit Facility, Expiration Date	Oct. 24, 2016
Debt Instrument, Term	2 years
Line of Credit Facility, Maximum Borrowing Capacity	$ 10
Line Of Credit Facility Percent Of Eligible Accounts Receivable	85.00%
Revolving Credit Facility [Member] | PNC Credit Agreement [Member]
Debt Instrument, Term	3 years
Line of Credit Facility, Maximum Borrowing Capacity	$ 11
Long-term Line of Credit		$ 3.8

Note 10 - Subsequent Event (Det

Note 10 - Subsequent Event (Details Textual) - USD ($) $ / shares in Units, $ in Millions	Nov. 11, 2015	Oct. 03, 2015	Dec. 31, 2014
Subsequent Event [Member] | Aloha Holding Company and Anadigics Merger [Member]
Business Acquisition, Share Price	$ 0.35
Business Acquisition, Commencement Preriod	10 days
Business Acquisition, Offer Period	20 days
Business Acquisition, Termination Fee	$ 1.2
Subsequent Event [Member]
Common Stock, Par or Stated Value Per Share	$ 0.01
Common Stock, Par or Stated Value Per Share		$ 0.01	$ 0.01