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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 APRIL 3, 2004.
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 April
23, 2004 was 32,388,570.
INDEX
ANADIGICS, Inc.
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed consolidated balance sheets - April 3, 2004 and December 31,
2003.
Condensed consolidated statements of operations and comprehensive loss
- Three months ended April 3, 2004 and March 29, 2003.
Condensed consolidated statements of cash flows - Three months ended
April 3, 2004 and March 29, 2003.
Notes to condensed consolidated financial statements - April 3, 2004.
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 6. Exhibits and Reports on Form 8-K
Signatures
2
PART I - FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
ANADIGICS, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
April 3, 2004 December 31, 2003
--------------- -----------------
(unaudited) (Note 1)
ASSETS
Current assets:
Cash and cash equivalents $ 16,669 $ 18,525
Marketable securities 47,660 54,130
Accounts receivable 11,110 12,074
Inventories 12,444 10,321
Prepaid expenses and other current assets 5,213 3,243
--------- ---------
Total current assets 93,096 98,293
Marketable securities 45,074 48,975
Property and equipment:
Equipment and furniture 131,090 130,815
Leasehold improvements 38,437 38,437
Projects in process 1,688 1,609
--------- ---------
171,215 170,861
Less accumulated depreciation and amortization (119,969) (115,619)
--------- ---------
51,246 55,242
Goodwill and other intangibles, net of amortization 6,335 1,788
Other assets 3,315 3,600
--------- ---------
Total assets $ 199,066 $ 207,898
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 9,645 $ 9,497
Accrued liabilities 4,225 5,618
Accrued restructuring costs 1,575 1,994
Capital lease obligations 66 84
--------- ---------
Total current liabilities 15,511 17,193
Long-term debt 66,700 66,700
Other long-term liabilities 3,018 2,959
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, 144,000,000 shares
authorized, 32,357,617 and 31,225,888 issued and
outstanding at April 3, 2004 and December 31, 2003 324 312
Additional paid-in capital 341,027 335,477
Accumulated deficit (227,633) (214,881)
Accumulated other comprehensive income 119 138
--------- ---------
Total stockholders' equity 113,837 121,046
--------- ---------
Total liabilities and stockholders' equity $ 199,066 $ 207,898
========= =========
See accompanying notes.
3
ANADIGICS, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
Three months ended
--------------------------------
April 3, 2004 March 29, 2003
--------------- --------------
(unaudited) (unaudited)
Net sales $ 21,195 $ 16,087
Cost of sales 19,175 16,079
------------ ------------
Gross profit 2,020 8
Research and development expenses 8,902 7,157
Selling and administrative expenses 5,790 4,518
Restructuring and other charges - 625
------------ ------------
Operating loss (12,672) (12,292)
Interest income 659 1,013
Interest expense (940) (941)
Other income (expense) 201 (21)
------------ ------------
Net loss $ (12,752) $ (12,241)
============ ============
Basic and diluted loss per share $ (0.40) $ (0.40)
Weighted average common and dilutive
securities outstanding 31,657,899 30,674,033
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(AMOUNTS IN THOUSANDS)
Three months ended
--------------------------------
April 3, 2004 March 29, 2003
--------------- --------------
(unaudited) (unaudited)
Net loss $(12,752) $(12,241)
Unrealized gain (loss) on marketable securities 15 (29)
Foreign currency translation adjustment (15) 6
Reclassification adjustment:
Net realized (gain) loss previously recognized
in other comprehensive income (19) 12
-------- --------
Comprehensive loss $(12,771) $(12,252)
======== ========
See accompanying notes.
4
ANADIGICS, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Three months ended
---------------------------------
April 3, 2004 March 29, 2003
--------------- --------------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (12,752) $ (12,241)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation 4,330 4,699
Amortization 359 300
Amortization of premium on marketable securities 607 570
Loss on disposal of equipment - 25
Changes in operating assets and liabilities:
Accounts receivable 964 (1,092)
Inventory (2,123) (589)
Prepaid expenses and other assets (1,950) (726)
Accounts payable 148 65
Accrued liabilities and other liabilities (1,633) 30
----------- -----------
Net cash used in operating activities (12,050) (8,959)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of plant and equipment (505) (1,341)
Purchases of marketable securities (13,731) (31,310)
Proceeds from sale of marketable securities 23,491 42,750
Business acquisitions (55) -
----------- -----------
Net cash provided by investing activities 9,200 10,099
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of capital lease obligations (18) -
Issuance of common stock 1,012 -
----------- -----------
Net cash provided by financing activities 994 -
----------- -----------
Net increase (decrease) in cash and cash equivalents (1,856) 1,140
Cash and cash equivalents at beginning of period 18,525 24,343
----------- -----------
Cash and cash equivalents at end of period $ 16,669 $ 25,483
=========== ===========
See accompanying notes.
5
ANADIGICS, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - APRIL 3, 2004
(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-month
period ended April 3, 2004 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2004.
The condensed consolidated balance sheet at December 31, 2003 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, 2003.
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.
INCOME TAXES
The Company maintains a full valuation allowance on its deferred tax
assets. Accordingly, the Company has not recorded a benefit for income taxes.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
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 periods ending after March 15, 2004 for
variable interest entities in which an enterprise holds a variable interest that
it acquired before February 1, 2003. The adoption of FIN 46 did not have any
impact on the Company's financial position or results of operations.
STOCK BASED COMPENSATION
As permitted by FAS 123, the Company has elected to follow the
intrinsic value method under Accounting Principles 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 if the exercise price of the
Company's employee stock option is fixed and equals or exceeds 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
--------------------------------
April 3, 2004 March 29, 2003
--------------- --------------
Net loss, as reported......................... $ (12,752) $ (12,241)
Stock based compensation included in reported
net loss.................................... 10 -
Stock based compensation expense under fair
value reporting............................. (1,542) (1,897)
------------- --------------
Pro forma net loss............................ $ (14,284) $ (14,138)
============= ==============
Basic and diluted loss per share:
As reported.................................. $ (0.40) $ (0.40)
Pro forma.................................... $ (0.45) $ (0.46)
WARRANTY
The Company provides, 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 obligations for products sold
during the year. The accrued liability for warranty costs is included in Accrued
liabilities in the condensed consolidated balance sheets. Warranty reserve
movements in the first quarter of 2004 included $119 in actual charges and $123
in provisions resulting in the balance of $109 at April 3, 2004. Warranty
reserve movements in the first quarter of 2003 were $54 in actual charges and $2
in additional provisions.
6
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the
current year presentation.
2. BUSINESS ACQUISITIONS
On March 31, 2003, the Company acquired certain assets and liabilities
of the 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 Company paid cash purchase
consideration on March 31, 2003 of $2,800 and issued 729,992 shares effective
March 31, 2004, valued at $4,540 after RFS achieved certain revenue milestones.
In addition, the Company incurred $217 in acquisition-related costs.
On October 14, 2003, the Company acquired certain assets of a CDMA
wireless handset power amplifier developer, formerly named Tavanza, a
wholly-owned subsidiary of Celeritek. The Company paid cash consideration of
$1,000 and incurred $255 in acquisition-related costs.
The acquisitions were accounted for using the purchase method of
accounting. The results of operations for RFS and Tavanza are included in the
results of operations of the Company from the respective dates of purchase.
There are no significant differences between the accounting policies of the
Company and RFS or Tavanza.
The acquisition costs of $8,812, after giving effect to the March 31,
2004 purchase consideration, were allocated to the assets acquired and
liabilities assumed, based on their fair values as follows:
Total
Fair value of tangible assets $1,029
Fair value of liabilities assumed (527)
In-process research and development 1,863
Process technology 210
Covenant-not-to-compete 175
Customer list 240
Goodwill 5,822
------
Total purchase price $8,812
======
The Company recorded a charge of $1,863 representing the fair value of
certain acquired research and development projects relating to dual band, high
gain and modules applications for Wireless LAN and certain passive-free power
amplifier applications, in the case of Tavanza, that were determined to have not
reached technological feasibility and to 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 table reflects the changes in goodwill for the period
from December 31, 2003 to April 3, 2004:
Balance at December 31, 2003 $1,227
Additions, primarily related to RFS share issuance 4,595
------
Balance at April 3, 2004 $5,822
======
The following unaudited pro-forma consolidated financial information
reflects the results of operations for the three months ended March 29, 2003, as
if the acquisitions of RFS and Tavanza had occurred on December 31, 2002 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
March 29, 2003
------------------
Pro-forma revenue $ 16,446
Pro-forma net loss (14,209)
Basic and diluted pro-forma net loss per share $ (0.46)
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 acquisitions actually taken place on December 31, 2002. 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.
7
3. INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out
method) or market. Inventories consist of the following:
April 3, 2004 December 31, 2003
---------------- ------------------
Raw materials $ 3,724 $ 3,302
Work in process 7,902 7,200
Finished goods 4,372 4,564
----------- ----------
15,998 15,066
Reserves (3,554) (4,745)
----------- ----------
Total $ 12,444 $ 10,321
=========== ==========
4. LOSS PER SHARE
The reconciliation of shares used to calculate basic and diluted loss
per share consists of the following:
Three months ended
---------------------------------
April 3, 2004 March 29, 2003
--------------- --------------
Weighted average common shares
outstanding used to calculate
basic loss per share 31,657,899 30,674,033
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 loss
per share 31,657,899 30,674,033
========== ==========
* 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 of the Company were not
eligible for the exchange program. Pursuant to the terms and conditions of the
offer, which expired on August 4, 2003, the Company accepted for cancellation
options to purchase 1,673,931 shares of common stock having a weighted average
exercise price of $19.49. On February 6, 2004, participating employees were
issued 551,564 stock options, under this one for three-exchange program, for the
cancelled options. The new options have an exercise price equal to $7.27, which
represented the fair market value at the date of grant and will fully vest after
one year.
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
---------------------------------
April 3, 2004 March 29, 2003
--------------- --------------
Broadband $ 9,918 $ 7,512
Wireless 11,277 8,575
------- -------
Total $21,195 $16,087
======= =======
8
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
---------------------------------
April 3, 2004 March 29, 2003
--------------- --------------
Asia $12,217 $ 4,719
U.S.A. and Canada 7,395 10,464
Other 1,583 904
------- -------
Total $21,195 $16,087
======= =======
6. RESTRUCTURING AND OTHER 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 19
operations and administrative positions. During the first quarter of 2004, the
Company recognized costs of $409 and $10, for lease-related and workforce
reduction restructuring costs, respectively. As of April 3, 2004, the accrued
restructuring costs balance is comprised of $1,571 and $4 for lease-related and
workforce reduction obligations, respectively.
7. 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.
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
---------------------------------
April 3, 2004 March 29, 2003
--------------- --------------
Net sales 100.0% 100.0%
Cost of sales 90.5% 100.0%
----- -----
Gross profit 9.5% -
Research and development expenses 42.0% 44.5%
Selling and administrative expenses 27.3% 28.0%
Restructuring charges - 3.9%
----- -----
Operating loss (59.8%) (76.4%)
Interest income 3.1% 6.3%
Interest expense (4.4%) (5.9%)
Other income (expense) 0.9% (0.1%)
----- -----
Net loss (60.2%) (76.1%)
===== =====
FIRST QUARTER 2004 (ENDED APRIL 3, 2004) COMPARED TO FIRST QUARTER 2003 (ENDED
MARCH 29, 2003)
NET SALES. Net sales increased 31.8% during the first quarter of 2004 to
$21.2 million from $16.1 million in the first quarter of 2003.
Sales of integrated circuits for Wireless applications increased 31.5%
during the first quarter of 2004 to $11.3 million from $8.6 million in the first
quarter of 2003. The increase in sales of integrated circuits for Wireless
applications was primarily due to the volume increase in our power amplifier
business, both in CDMA and now in GSM, as well as increased switch volumes.
9
Sales of integrated circuits for Broadband applications increased 32.0%
during the first quarter of 2004 to $9.9 million from $7.5 million in the first
quarter of 2003. The increase in sales of integrated circuits for Broadband
applications was primarily due to increases in WLAN sales, following our
acquisition of the power amplifier business from RF Solutions ("RFS") on March
31, 2003, as well as increases with our cable infrastructure customers and fiber
products shipped into the datacom and telecom markets.
Geographically, sales increased in the Asia region primarily due to the
company's expanded product distribution of Wireless as well as WLAN products. In
the U.S.A. and Canada region, the sales decrease is primarily due to a product
mix transition of CDMA power amplifier modules to smaller die size products.
Generally, selling prices for same product sales were lower during the
first quarter of 2004 compared to the first quarter of 2003.
GROSS MARGIN. Gross margin during the first quarter of 2004 increased
to 9.5% from breakeven in the first quarter of 2003. The increase in gross
margin in 2004 was primarily due to the increase in revenues, as well as higher
production and the consequent absorption of fixed costs.
RESEARCH AND DEVELOPMENT. Company sponsored research and development
expense increased 24.4% during the first quarter of 2004 to $8.9 million from
$7.2 million during the first quarter of 2003. The increase was primarily
attributable to increased headcount and expense associated with the RFS and
Tavanza acquisitions.
SELLING AND ADMINISTRATIVE. Selling and administrative expenses
increased 28.2% during the first quarter of 2004 to $5.8 million from $4.5
million in the first quarter of 2003. The increase in selling and administrative
expenses was primarily due to increased headcount and expense associated with
the RFS acquisition, our new applications centers in Taiwan and Korea, and other
sales and marketing programs.
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 the quarter. The
workforce reductions eliminated 19 positions in operations and administration.
INTEREST INCOME. Interest income decreased 34.9% to $0.7 million during
the first quarter of 2004 from $1.0 million during the first quarter of 2003.
The decrease of $0.3 million was primarily due to lower invested funds and was
compounded by lower interest rates.
INTEREST EXPENSE. Interest expense was flat at $0.9 million during the
first quarters of 2004 and 2003. The interest relates to the $66.7 million
outstanding balance of our 5% Convertible notes.
LIQUIDITY AND CAPITAL RESOURCES
As of April 3, 2004, we had $16.7 million in cash and cash equivalents
and $92.7 million in marketable securities. We had $66.7 million of
interest-bearing debt outstanding as of April 3, 2004.
Operating activities used $12.0 million in cash during the three-month
period ended April 3, 2004. Investing activities, consisting principally of net
sales of marketable securities of $9.8 million, provided $9.2 million of cash
during the three month period ended April 3, 2004. Financing activities,
consisting of share issuances for employee stock option exercises, provided $1.0
million of cash during the three month period ended April 3, 2004.
As of April 3, 2004, we had purchase commitments of approximately $2.6
million for equipment, furniture and leasehold improvements.
We believe that our existing sources of capital, including our existing
cash and marketable securities, 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 repurchases of 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.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
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 periods ending after March 15, 2004 for
variable interest entities in which an enterprise holds a variable interest that
it acquired before February 1, 2003. The adoption of FIN 46 did not have any
impact on the Company's financial position or results of operations.
10
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains projections and other
forward-looking statements (as that term is defined in the Securities Exchange
Act of 1934, as amended). These projections and forward-looking statements
reflect the Company's current views with respect to future events and financial
performance and can generally be identified as such because the context of the
statement will include words such as "believe", "anticipate", "expect", or words
of similar import. Similarly, statements that describe our future plans,
objectives, estimates or goals are forward-looking statements. No assurances can
be given, however, that these events will occur or that these projections will
be achieved and actual results and developments could differ materially from
those projected as a result of certain factors. Important factors that could
cause actual results and developments to be materially different from those
expressed or implied by such projections and forward-looking statements include
those factors detailed from time to time in our reports filed with the
Securities and Exchange Commission, including the Company's annual report on
Form 10-K for the year ended December 31, 2003, and those discussed elsewhere
herein.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risk has not changed significantly for the risks
disclosed in Item 7A of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of certain members of
the Company's management, including the President and Chief Executive Officer
and Chief Financial Officer, the Company completed an evaluation of the
effectiveness of the design and operation of its disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) to the Securities
Exchange Act of 1934, as amended, (the "Exchange Act")). Based on this
evaluation, the Company's President and Chief Executive Officer and Chief
Financial Officer believe that the disclosure controls and procedures were
effective as of April 3, 2004.
There was no change in the Company's internal control over financial
reporting during the Company's last fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Company's internal control
over financial reporting.
11
ANADIGICS, Inc.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ANADIGICS is a party to litigation arising in the ordinary course 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 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
31.1 Rule 13a-14(a)/15d-14(a) Certification of Bami Bastani, President
and Chief Executive Officer of ANADIGICS, Inc.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Thomas C. Shields,
Senior Vice President and Chief Financial Officer of ANADIGICS, Inc.
32.1 Section 1350 Certification of Bami Bastani, President and Chief
Executive Officer of ANADIGICS, Inc.
32.2 Section 1350 Certification of Thomas C. Shields, Senior Vice
President and Chief Financial Officer of ANADIGICS, Inc.
(b) Reports on Form 8-K during the quarter ended April 3, 2004.
On January 28, 2004, the Company furnished on Form 8-K a press release
announcing the Company's financial results for its fourth quarter of 2003.
12
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 28, 2004
13