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 JUNE 28, 2003.
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 [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ X ] No [ ]
The number of shares outstanding of the Registrant's common stock as of July 28,
2003 was 30,674,033.
INDEX
ANADIGICS, Inc.
Part. I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed consolidated balance sheets - June 28, 2003 and
December 31, 2002.
Condensed consolidated statements of operations and
comprehensive loss - Three and six months ended June 28, 2003
and June 29, 2002.
Condensed consolidated statements of cash flows - Six months
ended June 28, 2003 and June 29, 2002.
Notes to condensed consolidated financial statements - June
28, 2003.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Signatures
Certifications
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)
June 28, 2003 December 31, 2002
--------------- -----------------
(unaudited) (Note 1)
ASSETS
Current assets:
Cash and cash equivalents $ 24,992 $ 24,343
Marketable securities 70,675 74,038
Accounts receivable 10,019 9,016
Inventories 12,660 13,277
Prepaid expenses and other current assets 3,797 4,600
--------- ---------
Total current assets 122,143 125,274
Marketable securities 39,440 57,137
Property and equipment:
Equipment and furniture 124,500 123,328
Leasehold improvements 38,378 37,473
Projects in process 5,280 5,371
--------- ---------
168,158 166,172
Less accumulated depreciation and amortization 106,671 97,572
--------- ---------
61,487 68,600
Goodwill and other intangibles, net of amortization 1,280 -
Other assets 4,115 4,660
--------- ---------
Total assets $ 228,465 $ 255,671
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,449 $ 7,434
Accrued liabilities 4,776 4,733
Accrued restructuring costs 2,525 2,956
Current maturities of capital lease obligations 113 -
--------- ---------
Total current liabilities 13,863 15,123
Long-term debt, less current portion 66,700 66,700
Other long-term liabilities 2,918 2,760
Commitments and contingencies
Stockholders' equity
Common stock, $0.01 par value, 144,000,000 shares
authorized, 30,674,033 issued and outstanding at
June 28, 2003 and December 31, 2002 307 307
Additional paid-in capital 334,169 334,162
Accumulated deficit (190,136) (164,124)
Accumulated other comprehensive income 644 743
--------- ---------
Total stockholders' equity 144,984 171,088
--------- ---------
Total liabilities and stockholders' equity $ 228,465 $ 255,671
========= =========
See accompanying notes.
3
ANADIGICS, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
Three months ended Six months ended
-------------------------------- -------------------------------
June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002
--------------- ------------- --------------- -------------
(unaudited) (unaudited)
Net sales $ 18,037 $ 23,021 $ 34,124 $ 42,542
Cost of sales 17,430 18,832 33,509 37,837
------------ ------------ ------------ ------------
Gross profit 607 4,189 615 4,705
Research and development expenses 8,170 7,699 15,327 15,277
Selling and administrative expenses 4,450 5,656 8,968 10,935
Restructuring charges -- -- 625 2,715
Asset impairment charges -- -- -- 3,244
Purchased in-process R&D 1,690 -- 1,690 --
------------ ------------ ------------ ------------
Operating loss (13,703) (9,166) (25,995) (27,466)
Interest income 874 1,735 1,887 3,416
Interest expense (940) (1,422) (1,881) (2,864)
Other (expense) income (2) -- (23) 2
------------ ------------ ------------ ------------
Loss before cumulative effect
of accounting change (13,771) (8,853) (26,012) (26,912)
Cumulative effect of accounting change -- -- -- (8,010)
------------ ------------ ------------ ------------
Net loss $ (13,771) $ (8,853) $ (26,012) $ (34,922)
============ ============ ============ ============
Basic and diluted loss per share
Loss before cumulative effect
of accounting change $ (0.45) $ (0.29) $ (0.85) $ (0.88)
Net loss $ (0.45) $ (0.29) $ (0.85) $ (1.14)
Weighted average common and
dilutive securities outstanding 30,674,033 30,579,575 30,674,033 30,575,202
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(DOLLARS IN THOUSANDS)
Three months ended Six months ended
-------------------------------- -------------------------------
June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002
--------------- ------------- --------------- -------------
(unaudited) (unaudited)
Net loss $ (13,771) $ (8,853) $ (26,012) $ (34,922)
Unrealized (loss) gain on
marketable securities (98) 762 (127) (203)
Foreign currency translation
adjustment 7 33 13 (22)
Reclassification adjustment:
Net realized (gain) loss previously
in other comprehensive income 3 (10) 15 21
----------- ----------- ----------- -------------
Comprehensive loss $ (13,859) $ (8,068) $ (26,111) $ (35,126)
=========== =========== =========== =============
See accompanying notes.
4
ANADIGICS, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Six months ended
---------------------------------
June 28, 2003 June 29, 2002
--------------- --------------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (26,012) $ (34,922)
Adjustments to reconcile net loss to net cash used in
operating activities:
Cumulative effect of accounting change - 8,010
Depreciation 9,361 9,906
Amortization 631 1,127
Amortization of premium on marketable securities 1,146 1,123
Purchased in-process R&D 1,690 -
Impairment of long-lived assets - 3,244
Loss on disposal of equipment 27 -
Changes in operating assets and liabilities:
Accounts receivable (851) (1,436)
Inventory 618 (1,519)
Prepaid expenses and other assets 836 578
Accounts payable (1,291) 1,597
Accrued liabilities and other liabilities (405) 179
----------- -----------
Net cash used in operating activities (14,250) (12,113)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of plant and equipment (1,912) (1,662)
Acquisition of business (2,933) -
Purchases of marketable securities (58,205) (52,400)
Proceeds from sale of marketable securities 77,993 28,893
----------- -----------
Net cash provided by (used in) investing activities 14,943 (25,169)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of capital lease obligations (44) (94)
Repayments of long-term debt - (131)
Issuance of common stock - 108
----------- -----------
Net cash used in financing activities (44) (117)
----------- -----------
Net increase (decrease) in cash and cash equivalents 649 (37,399)
Cash and cash equivalents at beginning of period 24,343 63,102
----------- -----------
Cash and cash equivalents at end of period $ 24,992 $ 25,703
=========== ===========
Supplemental disclosures of cash flow information:
Interest paid $ 1,668 $2,342
Taxes paid - 118
See accompanying notes.
5
ANADIGICS, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - JUNE 28, 2003
(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 accounting principles generally accepted in the
United States 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 and six
month periods ended June 28, 2003 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2003.
The condensed, consolidated balance sheet at December 31, 2002 has been
derived from the audited financial statements at that date but does not include
all the information and footnotes required by accounting principles generally
accepted in the United States 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, 2002.
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.
CUMULATIVE EFFECT OF ACCOUNTING CHANGE
Effective January 1, 2002, the Company completed the first of the required
impairment tests of goodwill required under Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets (FAS 142), which was
adopted as of that date. Under the new rules, goodwill is no longer subject to
amortization but is reviewed for potential impairment, upon adoption and
thereafter annually or upon the occurrence of an impairment indicator. As a
result of completing the required test, the Company recorded a charge
retroactive to the adoption date for the cumulative effect of the accounting
change in the amount of $8,010 ($0.26 per share) representing the excess of the
carrying value of a reporting unit (Telcom) as compared to its estimated fair
value.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 143, Accounting for Asset Retirement Obligations (FAS 143). FAS
143 requires that asset retirement obligations that are identifiable upon
acquisition and construction, and during the operating life of a long-lived
asset be recorded as a liability using the present value of the estimated cash
flows. A corresponding amount would be capitalized as part of the asset's
carrying amount and amortized to expense over the asset's useful life. The
Company adopted the provisions of FAS 143 effective January 1, 2003 and there
was no impact on the financial statements.
In July 2002, the FASB issued Statement No. 146, Accounting for Costs
Associated with Exit or Disposal Activities (FAS 146) which nullifies EITF Issue
No. 94-3. FAS 146 requires that a liability for a cost associated with an exit
or disposal activity be recognized when the liability is incurred, whereas EITF
No. 94-3 had recognized the liability at the commitment date to an exit plan.
The Company adopted the provisions of FAS 146 for exit or disposal activities
initiated after January 1, 2003.
In November 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires the recognition
of certain guarantees as liabilities at fair market value and is effective for
guarantees issued or modified after December 31, 2002. The Company adopted the
disclosure requirement of FIN 45 and there was no impact on the financial
statements from the fair market value provisions. The Company provides for
warranty obligations, by a current charge to income, an amount it estimates, by
examining historical returns and other information it deems critical, will be
needed to cover future warranty costs for products sold during the period.
Warranty reserve movements in the six months included $145 in actual charges and
$(116) in provisions resulting in the balance of $107 at June 28, 2003.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46). FIN 46 is the interpretation of Accounting
Research Bulletin No. 51 Consolidated Financial Statements, which addresses
consolidation by business enterprises of variable interest entities. FIN 46 is
effective immediately for all variable interest entities created after January
31, 2003 and effective for fiscal years beginning after June 15, 2003 for
variable interest entities in which an enterprise holds a variable interest that
it acquired before February 1, 2003. The Company does not expect the adoption of
FIN 46 to have a material impact on its financial position, results of
operations and cash flows.
In December 2002, the FASB issued Statement No. 148, Accounting for
Stock-Based Compensation -- Transition and Disclosure (FAS 148). FAS 148 amends
Statement No. 123, Stock-Based Compensation,(FAS 123) to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, FAS 148 amends
the requirements of FAS 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results. The
disclosure provisions of FAS 148 are effective for periods ending after December
15, 2002 and have been incorporated as below.
6
STOCK BASED COMPENSATION
As permitted by FAS 123, the Company has elected to follow the intrinsic
value method under Accounting Principle Board Opinion No. 25, Accounting for
Stock Issued to Employees (APB 25) and related interpretations in accounting for
its employee stock option plans. Under APB 25, no compensation expense is
recognized at the time of option grant when the exercise price of the Company's
employee stock options equals the fair market value of the underlying common
stock on the date of grant.
The following table illustrates the effect on net loss and loss per common
share as if the Company had applied the fair value method to measure stock-based
compensation, required under the disclosure provisions of FAS 123:
Three months ended Six months ended
---------------------------- -----------------------------
June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002
------------- ------------- ------------- -------------
Net loss, as reported $ (13,771) $ (8,853) $(26,012) $(34,922)
Stock based compensation expense
under fair value reporting (1,774) (3,316) (3,671) (6,517)
Pro-forma net loss (15,545) (12,169) (29,683) (41,439)
Basic and diluted net loss per share
Net loss, as reported $ (0.45) $ (0.29) $ (0.85) $ (1.14)
Pro-forma net loss $ (0.51) $ (0.40) $ (0.97) $ (1.36)
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the current
year presentation.
2. INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out method) or
market. Inventories consist of the following:
June 28, 2003 December 31, 2002
--------------- ------------------
Raw materials $ 4,190 $ 4,316
Work in process 9,507 10,080
Finished goods 5,373 6,015
----------- ----------
19,070 20,411
Reserves (6,410) (7,134)
----------- ----------
Total $ 12,660 $ 13,277
=========== ==========
3. LOSS PER SHARE
The reconciliation of shares used to calculate basic and diluted loss per
share consists of the following:
Three months ended Six months ended
------------------------------ -----------------------------
June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002
------------- ------------- ------------- -------------
Weighted average common shares
outstanding used to calculate
basic earnings per share 30,674,033 30,579,575 30,674,033 30,575,202
Net effect of dilutive securities
based upon the treasury stock
method using an average market
price -* -* -* -*
------------- ------------- ------------- ------------
Weighted average common and
dilutive securities outstanding
used to calculate diluted
earnings per share 30,674,033 30,579,575 30,674,033 30,575,202
============= ============= ============= ============
7
* Any dilution arising from the Company's outstanding stock options or shares
potentially issuable upon conversion of the Convertible notes are not
included as their effect is anti-dilutive.
On July 3, 2003, the Company announced a voluntary stock option exchange
program for employees and officers. Directors were not eligible for the exchange
program. Pursuant to the terms and conditions of the offer, which expires on
August 4, 2003, the Company will accept for cancellation options to purchase
shares of common stock having an exercise price of greater than $10.00. On or
about February 6, 2004, participating employees will receive one new option for
every three options cancelled. The new options will have an exercise price equal
to the closing sale price of the Company's common stock on that date and will
fully vest one year thereafter.
4. 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 Six months ended
------------------------------ -----------------------------
June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002
------------- ------------- ------------- -------------
Broadband $ 9,038 $ 9,924 $ 16,550 $ 20,426
Wireless 8,999 13,097 17,574 22,116
------------- ------------- ------------- -------------
Total $ 18,037 $ 23,021 $ 34,124 $ 42,542
============= ============= ============= =============
The Company primarily sells to three geographic regions: Asia, U.S.A. and
Canada, and Other. The geographic region is determined by the destination of the
shipped product. Net sales to each of the three geographic regions are as
follows:
Three months ended Six months ended
------------------------------ -----------------------------
June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002
------------- ------------- ------------- ------------
Asia $ 6,261 $ 8,312 $ 10,980 $ 15,777
U.S.A. and Canada 10,369 13,427 20,833 23,878
Other 1,407 1,282 2,311 2,887
------------- ------------- ------------- ------------
Total $ 18,037 $ 23,021 $ 34,124 $ 42,542
============= ============= ============= ============
5. RESTRUCTURING CHARGES
During the first quarter of 2003, the Company recorded restructuring charges
of $625 pertaining to severance and related benefits of workforce reductions
undertaken in the quarter. The workforce reductions eliminated approximately 19
operations and administrative positions to whom $395 of benefits were paid
through June 28, 2003.
During the first quarter of 2002, the Company recorded restructuring charges
of $5,959 after curtailing certain fiber-optic research activities and
consolidating facilities at its Warren headquarters. The restructuring charges
included $2,185 for facilities consolidation costs and $3,244 for an impairment
of certain leasehold improvements and research fixed assets. A charge of $530
was recorded for severance and related benefits of workforce reductions.
6. LONG-TERM DEBT
On November 27, 2001, the Company issued $100,000 aggregate principal amount
of 5% Convertible Senior Notes ("Convertible notes" or "notes") due November 15,
2006. During the third quarter of 2002, the Company repurchased and retired
$33,300 principal amount of the Convertible notes. The outstanding notes are
convertible into shares of common stock at any time prior to their maturity or
prior redemption by the Company. The notes are convertible into shares of common
stock at a rate of 47.619 shares for each $1,000 principal amount (convertible
at a price of $21.00 per share), subject to adjustment. Interest is payable
semi-annually on May 15 and November 15 of each year.
7. ACQUISITION OF RF SOLUTIONS' POWER AMPLIFIER BUSINESS
On March 31, 2003, the Company acquired certain assets and liabilities of the
wireless LAN ("WLAN") power amplifier business of RF Solutions ("RFS"). The RFS
acquisition was a strategic initiative that allows the Company to participate in
the emerging and fast-growing WLAN market with a depth of experienced design
personnel and cutting-edge products. The acquisition was accounted for using the
purchase method of accounting. The results of operations for RFS are included in
the results of operations of the Company from the date of purchase. There are no
significant differences between the accounting policies of the Company and RFS.
8
The Company paid cash purchase consideration on March 31, 2003 of $2,800 and
may be required to issue up to 3 million shares of the Company's common stock as
contingent consideration, based on the achievement of certain revenue milestones
over the 12 months ending March 31, 2004. Any contingent shares would be issued
as the revenue milestones are acheived. The Company incurred $133 in
acquisition-related costs. The fixed acquisition cost of $2,933 was allocated to
the assets acquired and liabilities assumed, based on their fair values (as
determined by an appraisal) as follows:
Fair value of tangible assets $ 479
Fair value of liabilities assumed (527)
In-process research and development 1,690
Process technology 169
Goodwill 1,122
Total purchase price $2,933
The contingent purchase consideration of up to 3 million shares of the
Company's common stock may be payable if certain sales targets are reached over
the twelve months ending March 31, 2004. Any additional purchase consideration
would increase the goodwill attributed to RFS. The Company is unable to assess
the probability of any contingent purchase consideration that may be due and has
therefore excluded it from the fair value allocation. The Company recorded a
charge of $1,690 representing the fair value of certain acquired research and
development projects relating to dual band, high gain and modules applications
for Wireless LAN that were determined to have not reached technological
feasibility and do not have alternative future uses. The fair value of such
projects was determined based on discounted net cash flows. These cash flows
were based upon management's estimates of future revenues and expected
profitability of each technology. The rate used to discount these projected cash
flows accounted for the time value of money, as well as the risks of realization
of cash flows.
The following unaudited pro-forma consolidated financial information reflects
the results of operations for the three and six months ended June 28, 2003 and
June 29, 2002, as if the acquisition of RFS had occurred on December 31, 2001
and after giving effect to purchase accounting adjustments. The charge for
purchased in-process research and development is not included in the pro-forma
results, because it is non-recurring.
Three months ended Six months ended
------------------------------ -----------------------------
June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002
------------- ------------- ------------- -------------
Pro-forma revenue $ 18,037 $ 23,060 $ 34,483 $ 42,603
Pro-forma net loss before cumulative
effect of accounting change $ (12,081) $(10,700) $(25,790) $(30,366)
Pro-forma net loss $ (12,081) $(10,700) $(25,790) $(38,376)
Basic and diluted net loss per share
Pro-forma net loss before cumulative
effect of accounting change $ (0.39) $ (0.35) $ (0.84) $ (0.99)
Pro-forma net loss $ (0.39) $ (0.35) $ (0.84) $ (1.25)
These pro-forma results have been prepared for comparative purposes only and
do not purport to be indicative of what operating results would have been had
the acquisition actually taken place on December 31, 2001. In addition, these
results are not intended to be a projection of future results and do not reflect
any synergies that might be achieved from the combined operations.
9
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 Six months ended
------------------------------ -----------------------------
June 28, 2003 June 29, 2002 June 28, 2003 June 29, 2002
------------- ------------- ------------- -------------
(unaudited) (unaudited)
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 96.6 81.8 98.2 88.9
---------- ---------- ---------- ---------
Gross profit (loss) 3.4 18.2 1.8 11.1
Research and development expenses 45.3 33.4 44.9 35.9
Selling and administrative expenses 24.7 24.6 26.3 25.7
Restructuring charge - - 1.8 6.4
Asset impairment charge - - - 7.6
Purchased in-process R&D 9.4 - 5.0 -
---------- ---------- ---------- ---------
Operating loss (76.0) (39.8) (76.2) (64.5)
Interest income 4.8 7.5 5.5 8.0
Interest expense (5.2) (6.2) (5.5) (6.7)
Other income (expense) - - - -
---------- ---------- ---------- ---------
Loss before cumulative effect
of accounting change (76.4) (38.5) (76.2) (63.2)
Cumulative effect of accounting change - - - (18.9)
---------- ---------- ---------- ---------
Net loss (76.4%) (38.5%) (76.2%) (82.1%)
========== ========== ========== =========
NET SALES. Net sales decreased 21.6% during the second quarter of 2003 to
$18.0 million from $23.0 million in the second quarter of 2002. For the six
months ended June 28, 2003, net sales were $34.1 million, a 19.8% decrease from
net sales of $42.5 million for the six months ended June 29, 2002.
Sales of integrated circuits for Wireless applications decreased 31.3% during
the second quarter of 2003 to $9.0 million from $13.1 million in the second
quarter of 2002. For the six months ended June 28, 2003, net sales of integrated
circuits for Wireless applications decreased 20.5% to $17.6 million from $22.1
million in the six-month period ended June 29, 2002. The decrease in sales of
integrated circuits for Wireless applications during the second quarter was
primarily due to a production ramp of CDMA power amplifiers by one of our
customers in the prior year quarter. The six month decrease is primarily
attributable to the continued decrease in sales of our TDMA power amplifiers.
Sales of integrated circuits for Broadband applications decreased 8.9% during
the second quarter of 2003 to $9.0 million from $9.9 million in the second
quarter of 2002. For the six months ended June 28, 2003, net sales of integrated
circuits for Broadband applications decreased 19.0% to $16.5 million from $20.4
million in the six-month period ended June 29, 2002. Sales for the three and six
month periods ended June 28, 2003 decreased despite the inclusion of Wireless
LAN sales following the acquisition of RF Solutions' ("RFS") power amplifier
business on March 31, 2003. The decrease in sales of integrated circuits for
Broadband applications was primarily due to decreased demand for our reverse
amplifiers and converters used in digital set-top boxes and cable modems and to
a lesser degree, a reduction in sales of integrated circuits for fiber optic
applications.
Generally, selling prices for same product sales were lower during the second
quarter of 2003 compared to the second quarter of 2002.
GROSS MARGIN. Gross margin during the second quarter of 2003 declined to 3.4%
from 18.2% in the second quarter of 2002. For the six months ended June 28,
2003, gross margin decreased to 1.8% from 11.1% for the six months ended June
29, 2002. The decrease in gross margin in 2003 was primarily due to the decrease
in revenues, lower production and consequent lower absorption of fixed costs,
which was partially offset by reductions in our manufacturing cost base.
10
RESEARCH AND DEVELOPMENT. Company sponsored research and development expense
increased 6.1% during the second quarter of 2003 to $8.2 million from $7.7
million during the second quarter of 2002. Company sponsored research and
development expense was flat with the prior year during the six-month period
ended June 28, 2003 at $15.3 million. The increase in the second quarter of 2003
was due to the inclusion of the operations of RFS following its acquisition on
March 31, 2003. As a percentage of sales, research and development expense
increased to 45.3% in the second quarter of 2003 from 33.4% in the second
quarter of 2002 and 44.9% and 35.9% in the six months of 2003 and 2002,
respectively.
SELLING AND ADMINISTRATIVE. Selling and administrative expenses decreased
21.3% during the second quarter of 2003 to $4.4 million from $5.7 million in the
second quarter of 2002. The decrease in selling and administrative expenses was
primarily due to lower compensation and operating costs following our
restructuring initiatives of 2002 and the first quarter of 2003. As a percentage
of sales, selling and administrative expenses increased slightly to 24.7% in the
second quarter of 2003 from 24.6% in the second quarter of 2002. Selling and
administrative expenses decreased 18.0% during the six-month period ended June
28, 2003 to $9.0 million from $10.9 million in the six-month period ended June
29, 2002. As a percentage of sales, selling and administrative expenses
increased to 26.3% during the six-month period ended June 28, 2003 from 25.7% in
the six-month period ended June 29, 2002.
ASSET IMPAIRMENT AND RESTRUCTURING AND OTHER CHARGES. During the first
quarter of 2003, we recorded restructuring charges of $0.6 million pertaining to
severance and related benefits of workforce reductions undertaken in that
quarter. The workforce reductions eliminated approximately 19 positions in
operations and administration to whom approximately $0.4 million of severance
benefits were paid through June 28, 2003. The anticipated annual savings from
these charges is expected to approximate $1.9 million.
During the first quarter of 2002, we recorded restructuring charges of $6.0
million. As part of our cost reduction initiatives, we curtailed certain
fiber-optic research activities and consolidated facilities at our Warren
headquarters. The restructuring charges included $2.2 million for facilities
consolidation costs and $3.2 million for an impairment of certain leasehold
improvements and research fixed assets, which are no longer used in our ongoing
business. A charge of $0.5 million was recorded for severance and related
benefits of workforce reductions undertaken in the first quarter. The workforce
reductions eliminated approximately 22 fiber research and marketing positions.
PURCHASED IN-PROCESS RESEARCH AND DEVELOPMENT. The Company expensed purchased
in-process research and development costs of $1.7 million as a result of the RFS
acquisition on March 31, 2003. The charge represents the fair value of certain
acquired research and development projects that were determined to have not
reached technological feasibility and do not have alternative future uses.
INTEREST INCOME. Interest income decreased 49.6% to $0.9 million during the
second quarter of 2003 from $1.7 million during the second quarter of 2002. For
the six months ended June 28, 2003, interest income decreased 44.8% to $1.9
million from $3.4 million in the six-month period ended June 29, 2002. The
decreases were primarily due to lower invested funds and were compounded by
lower interest rates.
INTEREST EXPENSE. Interest expense decreased 33.9% to $0.9 million during the
second quarter of 2003 from $1.4 million during the second quarter of 2002. For
the six months ended June 28, 2003, interest expense decreased 34.3% to $1.9
million from $2.9 million in the six-month period ended June 29, 2002. The
decreases were due to the lower outstanding balance of $66.7 million of our 5%
Convertible notes, following their original $100.0 million issuance on November
27, 2001 and our partial repurchase and retirement in the third quarter of 2002.
CUMULATIVE EFFECT OF ACCOUNTING CHANGE. Effective January 1, 2002, we
completed the first of the required impairment tests of goodwill required under
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets, which was adopted as of that date. As a result of completing
the required test, we recorded a charge retroactive to the adoption date for the
cumulative effect of the accounting change in the amount of $8.0 million
representing the excess of the carrying value of a reporting unit (Telcom) as
compared to its estimated fair value.
LIQUIDITY AND CAPITAL RESOURCES
As of June 28, 2003, we had $25.0 million in cash and cash equivalents and
$110.1 million in marketable securities. We had $66.7 million of
interest-bearing debt outstanding as of June 28, 2003.
Operating activities used $14.3 million in cash during the six-month period
ended June 28, 2003. Investing activities, which consisted of net sales of
marketable securities of $19.7 million, partially offset by purchases of
equipment of $1.9 million and $2.9 million paid upon the acquisition of RFS'
power amplifier business, provided $14.9 million of cash during the six-month
period ended June 28, 2003.
As of June 28, 2003, we had purchase commitments of approximately $0.5
million for equipment, furniture and leasehold improvements.
We believe that our existing sources of capital, including internally
generated funds, will be adequate to satisfy operational needs and 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 or repurchasing our outstanding debt or equity.
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.
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IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 143, Accounting for Asset Retirement Obligations (FAS 143). FAS
143 requires that asset retirement obligations that are identifiable upon
acquisition and construction, and during the operating life of a long-lived
asset be recorded as a liability using the present value of the estimated cash
flows. A corresponding amount would be capitalized as part of the asset's
carrying amount and amortized to expense over the asset's useful life. We
adopted the provisions of FAS 143 effective January 1, 2003 and there was no
impact on the financial statements.
In July 2002, the FASB issued Statement No. 146, Accounting for Costs
Associated with Exit or Disposal Activities (FAS 146) which nullifies EITF Issue
No. 94-3. FAS 146 requires that a liability for a cost associated with an exit
or disposal activity be recognized when the liability is incurred, whereas EITF
No. 94-3 had recognized the liability at the commitment date to an exit plan. We
adopted the provisions of FAS 146 for exit or disposal activities initiated
during the period ended March 29, 2003.
In November 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires the recognition
of certain guarantees as liabilities at fair market value and is effective for
guarantees issued or modified after December 31, 2002. We adopted the disclosure
requirement of FIN 45 and there was no impact on the financial statements from
the fair market value provisions. We provide for warranty obligations, by a
current charge to income, an amount it estimates, by examining historical
returns and other information it deems critical, will be needed to cover future
warranty costs for products sold during the period.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46). FIN 46 is the interpretation of Accounting
Research Bulletin No. 51 Consolidated Financial Statements, which addresses
consolidation by business enterprises of variable interest entities. FIN 46 is
effective immediately for all variable interest entities created after January
31, 2003 and effective for fiscal years beginning after June 15, 2003 for
variable interest entities in which an enterprise holds a variable interest that
it acquired before February 1, 2003. We do not expect the adoption of FIN 46 to
have a material impact on our financial position, results of operations and cash
flows.
In December 2002, the FASB issued Statement No. 148, Accounting for
Stock-Based Compensation -- Transition and Disclosure (FAS 148). FAS 148 amends
Statement No. 123, Stock-Based Compensation, (FAS 123) to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, FAS 148 amends
the requirements of FAS 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results. The
disclosure provisions of FAS 148 are effective for periods ending after December
15, 2002.
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
customers' forecasts of product demand, timely product and process development
and protection of the associated intellectual property rights, individual
product pricing pressure, variation in production yield, changes in estimated
product lives, difficulties in obtaining components and assembly and test
services needed for production of integrated circuits, change in economic
conditions of the various markets we serve, as well as the other risks detailed
from time to time in our reports filed with the Securities and Exchange
Commission, including the report on Form 10-K for the year ended December 31,
2002 and the Registration Statement on Form S-3 (Registration No. 333-75040).
These forward-looking statements can generally be identified as such because the
context of the statement will include words such as "believe", "anticipate",
"expect", or words of similar import. Similarly, statements that describe 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 investments in
certain available-for-sale securities. Our available-for-sale securities consist
primarily of fixed income investments (U.S. Treasury and Agency securities,
commercial paper and corporate bonds). We continually monitor our exposure to
changes in interest rates and credit ratings of issuers from our
available-for-sale securities. Accordingly, we believe that the effects of
changes in interest rates and credit ratings of issuers are limited and would
not have a material impact on our financial condition or results of operations.
However, it is possible that we would be at risk if interest rates or credit
ratings of issuers change in an unfavorable direction. The magnitude of any gain
or loss would 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.
Our Convertible notes bear a fixed rate of interest of 5%. A change in
interest rates on long-term debt is assumed to impact fair value but not
earnings or cash flow because the interest rate is fixed.
12
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures.
The management of the Company, including the President and Chief Executive
Officer and the Chief Financial Officer, have conducted an evaluation of the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act) as of a date
(the "Evaluation Date") within 90 days prior to the filing date of this report.
Based on that evaluation, the President and Chief Executive Officer and the
Chief Financial Officer concluded that, as of the Evaluation Date, the Company's
disclosure controls and procedures were effective in ensuring that all material
information relating to the Company, including its consolidated subsidiaries,
required to be filed in this quarterly report has been made known to them in a
timely manner.
Changes in internal controls.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the most recently completed evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
13
ANADIGICS, Inc.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ANADIGICS is a party to litigation arising out of the operation of its
business. We believe that the ultimate resolution of such litigation should not
have a material adverse effect on the Company's financial condition, results of
operations or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual meeting of stockholders on May 22, 2003 at which
the Company's stockholders voted on:
(a) The election of two Class II Directors of the Company to hold office
until 2006.
(b) The ratification of the appointment of Ernst & Young, LLP as independent
auditors of the Company for the fiscal year ending December 31, 2003
(c) To approve an amendment to the 1995 Long Term Incentive and Share Award
Plan to increase the number of shares issuable thereunder by 1,000,000 to
5,912,500.
(d) The approval of a one-time stock option retention grant issuable to the
Chairman of the Board and each of the outside members of the Board of
Directors in the amount of 30,000 shares per Director (with a 3 year
vesting schedule).
The four matters listed above were voted upon and approved by the shareholders
of the Company as follows:
(a) The election of Paul Bachow as a Class II Director was approved by
holders of 26,840,438 shares of the Company's outstanding capital stock.
Holders of 1,463,877 shares withheld from voting on such election. The
election of Bami Bastani as a Class II Director was approved by holders
of 26,678,825 shares of the Company's outstanding capital stock. Holders
of 1,625,490 shares withheld from voting on such election.
(b) The ratification of the appointment of Ernst & Young LLP as independent
auditors was approved by holders of 27,525,786 shares of the Company's
outstanding capital stock. Holders of 745,575 shares voted against the
ratification, and holders of 32,954 shares abstained from voting on such
ratification.
(c) The approval of the increase of shares issuable under the 1995 Long Term
Incentive and Share Award Plan to 5,912,500 was approved by holders of
15,510,872 shares of the Company's outstanding capital stock. Holders of
11,412,391 shares voted against the ratification, and holders of
1,381,052 shares abstained from voting on such ratification.
(d) The approval of a one-time stock option retention grant issuable to the
Chairman of the Board and each of the outside members of the Board of
Directors was approved by holders of 15,846,672 shares of the Company's
outstanding capital stock. Holders of 11,066,381 shares voted against the
ratification, and holders of 1,391,262 shares abstained from voting on
such ratification.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Certification of Bami Bastani, President and Chief Executive Officer
of ANADIGICS, Inc., pursuant to 18 U.S.C. 1350.
99.2 Certification of Thomas C. Shields, Senior Vice President and Chief
Financial Officer of ANADIGICS, Inc., pursuant to 18 U.S.C. Section
1350.
(b) Reports on Form 8-K during the quarter ended June 28, 2003.
On April 4, 2003, the Company filed a current report on Form 8-K reporting
that on March 31, 2003, Anadigics Acquisition Corp., a wholly owned
subsidiary of the Company, acquired certain assets of RF Solutions, Inc.,
a privately held fabless supplier of Wireless Local Area Network
semiconductor products.
On April 16, 2003, the Company filed a current report on Form 8-K
reporting that a press release was issued regarding the Company's
financial results for the first quarter of 2003.
14
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: July 29, 2003
15
CERTIFICATION
I, Bami Bastani, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ANADIGICS, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: July 29, 2003 By: /s/ Bami Bastani
-----------------------
Bami Bastani
President and
Chief Executive Officer
16
CERTIFICATION
I, Thomas Shields, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ANADIGICS, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: July 29, 2003 By: /s/ Thomas C. Shields
---------------------------
Thomas C. Shields
Senior Vice President
and Chief Financial Officer
17