SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001.
Or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO
____________.
Commission File No. 0-25662
ANADIGICS, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2582106
- -------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
141 Mt. Bethel Road
Warren, New Jersey 07059
- ------------------------------------------ ----------------------
(Address of principal executive offices) (Zip Code)
(908) 668-5000
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No [ ]
The number of shares outstanding of the registrant's common stock as of
April 25, 2001 was 30,108,153.
INDEX
ANADIGICS, Inc.
Part. I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed consolidated balance sheets - March 31, 2001
and December 31, 2000.
Condensed consolidated statements of operations and
comprehensive income (loss) - Three months ended
March 31, 2001 and April 2, 2000.
Condensed consolidated statements of cash flows -
Three months ended March 31, 2001 and April 2, 2000.
Notes to condensed consolidated financial statements -
March 31, 2001.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
Part II. Other Information
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
2
PART I - FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
ANADIGICS, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
March 31, 2001 December 31, 2000
--------------- -----------------
(unaudited) (Note 1)
ASSETS
Current assets:
Cash and cash equivalents $ 92,606 $ 95,116
Marketable securities 42,705 53,254
Accounts receivable, net 16,682 21,794
Inventory 22,774 22,969
Prepaid expenses and other current assets 4,843 3,475
Deferred taxes 3,035 3,035
--------- ---------
Total current assets 182,645 199,643
Marketable securities 27,864 17,791
Property and equipment:
Equipment and furniture 134,757 137,819
Leasehold improvements 33,144 32,767
Projects in process 16,016 19,083
--------- ---------
183,917 189,669
Less accumulated depreciation and amortization 81,004 83,034
--------- ---------
102,913 106,635
Deferred taxes 25,608 23,102
Other assets 5,253 5,302
--------- ---------
Total assets $ 344,283 $ 352,473
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,506 $ 10,985
Accrued liabilities 6,266 6,824
Current maturities of capital lease obligations 140 250
Accrued restructuring costs 521 597
Current maturities of long-term debt 1,000 1,000
--------- ---------
Total current liabilities 15,433 19,656
Capital lease obligations, less current portion -- --
Other long-term liabilities 2,084 1,985
Long-term debt, less current portion 1,750 2,000
Commitments and contingencies
Stockholders' equity
Common stock, $0.01 par value, 144,000,000 shares
authorized, 30,100,361 and 30,027,760 issued
and outstanding at March 31, 2001 and
December 31, 2000, respectively 301 300
Additional paid-in capital 329,970 329,362
Accumulated deficit (5,716) (1,118)
Accumulated other comprehensive income 461 288
--------- ---------
Total stockholders' equity 325,016 328,832
--------- ---------
Total liabilities and stockholders' equity $ 344,283 $ 352,473
========= =========
See accompanying notes.
3
ANADIGICS, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
Three months ended
--------------------------------
March 31, 2001 April 2, 2000
--------------- --------------
(unaudited) (unaudited)
Net sales $ 28,520 $ 43,005
Cost of sales 21,205 21,833
----------- -----------
Gross profit 7,315 21,172
Research and development expenses 10,051 9,789
Selling and administrative expenses 6,640 6,137
----------- -----------
Operating (loss) income (9,376) 5,246
Interest income, net 2,362 2,499
(Loss) gain on sale of equipment (60) 1,049
----------- -----------
(Loss) income before income taxes (7,074) 8,794
(Benefit) provision for income taxes (2,476) 3,254
----------- -----------
Net (loss) income $ (4,598) $ 5,540
=========== ===========
Basic (loss) earnings per share $ (0.15) $ 0.19
=========== ===========
Weighted average common
shares outstanding 30,063,509 29,277,268
=========== ===========
Diluted (loss) earnings per share $ (0.15) $ 0.18
=========== ===========
Weighted average common and
dilutive securities outstanding 30,063,509 31,629,984
=========== ===========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(DOLLARS IN THOUSANDS)
Three months ended
--------------------------------
March 31, 2001 April 2, 2000
--------------- -------------
(unaudited) (unaudited)
Net (loss) income $ (4,598) $ 5,540
Unrealized gains on marketable securities 256 8
Foreign currency translation adjustment (72) --
Reclassification adjustment:
Net gain recognized in other comprehensive
income (11)
----------- -----------
Comprehensive (loss) income $ (4,425) $ 5,548
=========== ===========
See accompanying notes.
4
ANADIGICS, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Three months ended
---------------------------------
March 31, 2001 April 2, 2000
--------------- --------------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (4,598) $ 5,540
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation 6,052 4,953
Amortization 31 46
Amortization of discount on marketable securities (350) (61)
Realized gain on sale of marketable securities (11)
Deferred taxes (2,506) 3,254
Loss (gain) on disposal of equipment 60 (1,049)
Provision for litigation settlement -- (6,436)
Changes in operating assets and liabilities:
Accounts receivable 5,112 (2,412)
Inventory 195 (2,083)
Prepaid expenses and other assets (1,319) (5,288)
Accounts payable (3,479) (2,079)
Accrued liabilities and other liabilities (607) (708)
----------- -----------
Net cash provided by operating activities (1,420) (6,323)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of plant and equipment (2,419) (7,597)
Purchases of marketable securities (38,830) (19,431)
Proceeds from sale of marketable securities 39,912 5,707
Proceeds from disposal of equipment 21 1,052
----------- -----------
Net cash used in investing activities (1,316) (20,269)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of capital lease obligations (133) (66)
Repayment of long-term debt (250) (250)
Issuance of common stock 609 9,175
----------- -----------
Net cash provided by financing activities 226 8,859
=========== ===========
Net decrease in cash and cash equivalents (2,510) (17,773)
Cash and cash equivalents at beginning of period 95,116 149,895
----------- -----------
Cash and cash equivalents at end of period $ 92,606 $ 132,162
=========== ===========
Supplemental disclosures of cash flow information:
Interest paid $62 $79
Taxes paid -- 45
Acquisition of equipment under capital leases 23 103
See accompanying notes.
5
ANADIGICS, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -
MARCH 31, 2001
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited, condensed, consolidated financial statements have
been prepared in accordance with 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 generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 2001
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2001.
The condensed, consolidated balance sheet at December 31, 2000 has been
derived from the audited financial statements at that date but does not include
all the information and footnotes required by 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, 2000.
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.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended in June 2000 by Statement of
Financial Accounting Standards No. 138 ("SFAS 138"), "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," which requires companies
to recognize all derivatives as either assets or liabilities in the balance
sheet and measure such instruments at fair value. As amended by Statement of
Financial Accounting Standards No. 137 ("SFAS 137"), "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
133," the provisions of SFAS 133 were adopted by the Company as of January 1,
2001. Adoption of SFAS 133, as amended by SFAS 138, did not have a material
impact on the Company's results of operations or financial position during the
first quarter of 2001.
2. INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out method) or
market. Inventories consist of the following:
March 31, 2001 December 31, 2000
-------------- -----------------
Raw materials $ 9,553 $ 5,526
Work in process 12,966 14,329
Finished goods 9,585 8,942
----------- ----------
32,104 28,797
Reserves (9,330) (5,828)
----------- ----------
Total $ 22,774 $ 22,969
=========== ==========
3. LEGAL PROCEEDINGS
The court-approved settlement of the previously-disclosed consolidated
securities class action, captioned In re ANADIGICS, Inc. Securities Litigation,
No. 98-CV-917 (MLC) (D.N.J.), and shareholder's derivative lawsuit, captioned
Deegan v. Rosenzweig, No. 98-CV-3640 (MLC) (D.N.J.), became final and was funded
in January 2000. The total settlement payment (including the costs of
administering the settlement) was $11.8 million, of which approximately $5.3
million was paid on behalf of ANADIGICS, Inc. by the Company's insurers.
6
ANADIGICS, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -
MARCH 31, 2001
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
4. EARNINGS PER SHARE
The reconciliation of shares used to calculate basic and diluted earnings
per share consists of the following:
Three months ended
---------------------------------
March 31, 2001 April 2, 2000
--------------- --------------
Weighted average common shares
outstanding used to calculate
basic earnings per share 30,063,509 29,277,268
Net effect of diluted stock options
based upon the treasury stock
method using an average market
price --* 2,352,716
------------- ------------
Weighted average common and
dilutive securities outstanding
used to calculate diluted earnings
per share 30,063,509 31,629,984
============= ============
* The dilutive stock options are not included as their effect is anti-dilutive.
5. REVENUE SOURCES
The Company classifies its revenues based upon the end application of the
product in which its integrated circuits are used. Net sales by end application
are regularly reviewed by the chief operating decision maker and are as follows:
Three months ended
---------------------------------
March 31, 2001 April 2, 2000
--------------- --------------
Cellular and PCS Applications $ 6,344 $ 23,376
Cable and Broadcast Applications 19,068 15,303
Fiber Optic Applications 3,108 4,326
--------------- --------------
Total $ 28,520 $ 43,005
=============== ==============
The Company primarily sells to four geographic regions: Europe, Asia, U.S.A.
and Canada, and Latin America. The geographic region is determined by the
destination of the shipped product. Net sales to each of the four geographic
regions are as follows:
Three months ended
---------------------------------
March 31, 2001 April 2, 2000
--------------- --------------
Europe $ 2,478 $ 9,755
Asia 12,972 9,219
U.S.A. and Canada 8,708 17,026
Latin America 4,362 7,005
--------------- --------------
Total $ 28,520 $ 43,005
=============== ==============
6. SUBSEQUENT EVENTS
The Company acquired Telcom Devices Corporation located in Camarillo,
California on April 2, 2001. Telcom Devices manufactures indium phosphide based
photodiodes for the telecommunication and data communication markets. The
transaction will be accounted for as a purchase and is valued at $28 million,
plus certain earn-out payments tied to future financial performance targets, for
a potential total consideration of up to $45 million. The earn-out payments, if
the financial performance is achieved, would be payable in the second quarter of
2002.
7
ANADIGICS, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth unaudited consolidated statements of
operations data as a percent of net sales for the periods presented:
Three months ended
---------------------------------
March 31, 2001 April 2, 2000
--------------- --------------
Net sales 100.0% 100.0%
Cost of sales 74.4% 50.8%
--------------- --------------
Gross profit 25.6% 49.2%
Research and development expenses 35.2% 22.8%
Selling and administrative expenses 23.3% 14.2%
--------------- --------------
Operating income (32.9%) 12.2%
Interest income, net 8.3% 5.8%
(Loss) gain on disposal of equipment (0.2%) 2.4%
--------------- --------------
(Loss) income before income taxes (24.8%) 20.4%
(Benefit) provision for income taxes (8.7%) 7.5%
--------------- --------------
Net (loss) income (16.1%) 12.9%
=============== ==============
FIRST QUARTER 2000 (ENDED MARCH 31, 2001) COMPARED TO FIRST QUARTER 2000 (ENDED
APRIL 2, 2000)
NET SALES. Net sales during the first quarter of 2001 decreased 34% to $28.5
million from $43.0 million in the first quarter of 2000.
Sales of integrated circuits for cellular and PCS applications decreased 73%
during the first quarter of 2001 to $6.3 million from $23.4 million in the first
quarter of 2000. The decrease in sales of integrated circuits for cellular and
PCS applications was primarily due to a decrease in the demand for Global System
for Mobile Communication (GSM) and Time Division Multiple Access (TDMA) power
amplifiers.
Sales of integrated circuits for cable and broadcast applications increased
25% during the first quarter of 2001 to $19.1 million from $15.3 million in the
first quarter of 2000. The increase in sales of integrated circuits for cable
and broadcast applications was primarily due to an increase in demand for our
integrated circuit chip sets used in digital set-top converters and cable
modems. Additionally, demand for our integrated circuit line amplifiers used as
repeaters in cable television distribution networks increased.
Sales of integrated circuits for fiber optic telecommunications and data
communications ("fiber optic") applications decreased 28% during the first
quarter of 2001 to $3.1 million from $4.3 million in the first quarter of 2000.
The reduction in sales of integrated circuits for fiber optic applications was
primarily due to softening of customer re-sale markets and customer inventory
levels, particularly the gigabit ethernet and 2X fiber channel commodities.
Generally, selling prices for same product sales were lower during the first
quarter of 2001 compared to the first quarter of 2000.
Due to overall market conditions and inventory corrections throughout the
wireless and broadband communications markets, we will continue to experience a
sequential decline in our product revenue during the second quarter of 2001.
GROSS MARGIN. Gross margin during the first quarter of 2001 decreased to
25.6% from 49.2% in the first quarter of 2000. The decrease in gross margin was
primarily due to the decrease in revenues and a $3.5 million inventory charge
predominately for datacom fiber optic products with the softening of demand in
the market.
8
RESEARCH AND DEVELOPMENT. Company sponsored research and development expense
increased 3% during the first quarter of 2001 to $10.1 million from $9.8 million
during the first quarter of 2000. The increase was primarily attributable to
increased headcount and depreciation on equipment to sponsor research and
development of integrated circuits for cellular and PCS, CATV, fiber optic
applications and new process technologies, including Indium Gallium Phosphide
Heterojunction Bi-polar Transistor (InGaP HBT) used in cellular and PCS, and
fiber optic applications. As a percentage of sales, research and development
expense increased to 35.2% in the first quarter of 2001 from 22.8% in the first
quarter of 2000.
SELLING AND ADMINISTRATIVE. Selling and administrative expenses increased 8%
during the first quarter of 2001 to $6.6 million from $6.1 million in the first
quarter of 2000. The increase in selling and administrative expenses was
primarily due to higher compensation costs associated with an increase in sales
and marketing headcount to support customer expansion initiatives as well as an
increase in depreciation costs. As a percentage of sales, selling and
administrative expenses increased to 23.3% in the first quarter of 2001 from
14.2% in the first quarter of 2000.
INTEREST INCOME, NET. Net interest income decreased 4% to $2.4 million
during the first quarter of 2001 from $2.5 million during the first quarter of
2000. The decrease of $.1 million was primarily due to lower balances of cash
and marketable securities and generally lower interest rates.
BENEFIT FOR INCOME TAXES. The benefit for income taxes during the first
quarter of 2001 was recorded at an estimated effective tax rate of 35.0% of the
loss before income taxes.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2001, the Company had $92.6 million in cash and cash
equivalents and $70.6 million in marketable securities. The Company had $2.8
million outstanding under its revolving bank credit facility as of the end of
the first quarter of 2001, bearing an effective interest rate of 7.09%. As of
March 31, 2001, the Company also had available $15.0 million under a term loan
facility. The term loan facility drawdown period expires on July 1, 2001. The
outstanding bank debt and term loan facility are subject to certain financial
covenants. Substantially all of the Company's assets are pledged as security for
repayments of the outstanding bank debt and borrowings, if any, under the term
loan facility.
Operating activities used $1.4 million in cash during the three month period
ended March 31, 2001. Investing activities, which primarily consisted of
purchases of equipment of $2.4 million and net sales of marketable securities of
$1.1 million, used $1.3 million of cash during the three month period ended
March 31, 2001. Financing activities, which primarily consisted of proceeds
received from employee stock options exercised, raised $.2 million during the
three month period ended March 31, 2001.
As of March 31, 2001, we had purchase commitments of approximately $11.5
million of equipment, furniture and leasehold improvements, inclusive of our
six-inch wafer fabrication facility expansion, for the first half of 2001. The
expansion, which is expected to cost approximately $14.0 million (of which $6.5
million has been spent through March 31, 2001) will approximately double our
current production capacity and is expected to be completed by the end of the
third quarter 2001.
We believe that existing funds and sources of capital, including internally
generated funds and/or the $15.0 million available under the existing term loan
facility, will be adequate to satisfy anticipated capital needs for the next
twelve months and beyond. Our anticipated capital needs may include acquisitions
of complimentary businesses or technologies, or investments in other companies.
However, we may elect to finance all or part of our future capital requirements
through additional equity or debt financing. There can be no assurance that such
additional financing would be available on satisfactory terms.
SUBSEQUENT EVENTS
We acquired Telcom Devices Corporation located in Camarillo, California on
April 2, 2001. Telcom Devices manufactures indium phosphide based photodiodes
for the telecommunication and data communication markets. This acquisition is a
key step in our fiber strategy to provide high performance, chip set solutions
by adding long wavelength PIN photodiodes and unique packaging capabilities to
our fiber product line. This transaction will be accounted for as a purchase and
is valued at $28 million, plus certain earn-out payments tied to future
financial performance targets, for a potential total consideration of up to $45
million. The earn-out payments, if the financial performance is achieved, would
be payable in the second quarter of 2002.
9
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended in June 2000 by Statement of
Financial Accounting Standards No. 138 ("SFAS 138"), "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," which requires companies
to recognize all derivatives as either assets or liabilities in the balance
sheet and measure such instruments at fair value. As amended by Statement of
Financial Accounting Standards No. 137 (SFAS 137"), "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
133," we adopted the provisions of SFAS 133 as of January 1, 2001. Adoption of
SFAS 133, as amended by SFAS 138, did not have a material impact on our results
of operations or financial position during the first quarter of 2001.
RISKS AND UNCERTAINTIES
Except for historical information contained herein, this Management's
Discussion and Analysis of Financial Condition and Results of Operations
contains forward-looking statements that involve risks and uncertainties,
including, but not limited to, order rescheduling or cancellation, changes in
customer's forecasts of product demand, timely product and process development,
individual product pricing pressure, variation in production yield, changes in
estimated product lives, difficulties in obtaining components and assembly
services needed for production of integrated circuits, change in economic
conditions of the various markets we serve, 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, 2000 and the Registration Statement on Form S-3 (Registration No.
333-83889). These forward-looking statements can generally be identified as such
because the context of the statement will include words such as we "believe",
"anticipate", "expect", or words of similar import. Similarly, statements that
describe our future plans, objectives, estimates or goals are forward-looking
statements. The cautionary statements made in this Form 10-Q should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10-Q. 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to changes in interest rates primarily from our credit
facility and our investments in certain available-for-sale securities. To date,
we have managed our exposure to changes in interest rates from our credit
facility by entering into interest rate swap agreements which allow us to
convert our debt from variable to fixed interest rates. Our available-for-sale
securities consist of fixed income investments (U.S. Treasury and Agency
securities and short-term commercial paper). We continually monitor our exposure
to changes in interest rates from our available-for-sale securities.
Accordingly, we believe that the effects of changes in interest rates are
limited and would not have a material impact on our financial condition or
results of operations. However, it is possible that we are at risk if interest
rates change in an unfavorable direction. The magnitude of any gain or loss will
be a function of the difference between the fixed rate of the financial
instrument and the market rate and our financial condition and results of
operations could be materially affected.
10
ANADIGICS, Inc.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
SHAREHOLDER LITIGATION
The court-approved settlement of the previously-disclosed consolidated
securities class action, captioned In re ANADIGICS, Inc. Securities Litigation,
No. 98-CV-917 (MLC) (D.N.J.), and shareholder's derivative lawsuit, captioned
Deegan v. Rosenzweig, No. 98-CV-3640 (MLC) (D.N.J.), became final and was funded
in January 2000. The total settlement payment (including the costs of
administering the settlement) was $11.8 million, of which approximately $5.3
million was paid on behalf of ANADIGICS, Inc. by the Company's insurers.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Reports on Form 8-K during the quarter ended March 31, 2001.
None.
11
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.
By: /s/ Thomas C. Shields
---------------------------
Thomas C. Shields
Senior Vice President
and Chief Financial
Officer
Dated: April 30, 2001
12