XNAS:ANAD Anadigics Inc Quarterly Report 10-Q Filing - 5/9/2012

Effective Date 5/9/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

/x/QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012.
   
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 incorporation or organization)
(I.R.S. Employer Identification No.)
   
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 has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X] No [ ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer (Do not check if a smaller reporting company) [ ] Smaller reporting company [ ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ]  No [X]

The number of shares outstanding of the Registrant’s common stock as of March 31, 2012 was 70,446,735 (excluding 114,574 shares held in treasury).


 
 

 


INDEX

ANADIGICS, Inc.


PART I
Financial Information
   
Item 1.
Financial Statements (unaudited)
   
 
Condensed consolidated balance sheets – March 31, 2012 and December 31, 2011
   
 
Condensed consolidated statements of operations and comprehensive loss – Three months ended March 31, 2012 and April 2, 2011
   
 
Condensed consolidated statements of cash flows – Three months ended March 31, 2012 and April 2, 2011
   
 
Notes to condensed consolidated financial statements – March 31, 2012
   
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 1A.
Risk Factors
   
Item 5.
Other Information
   
Item 6.
Exhibits
   
 
Signatures

























 
 

 

PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

ANADIGICS, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

   
March 31, 2012
   
December 31, 2011
 
   
(Unaudited)
   
(Note 1)
 
ASSETS
           
             
Current assets:
           
Cash and cash equivalents
  $ 24,846     $ 32,695  
Short-term marketable securities
    26,164       24,127  
Accounts receivable, net
    16,568       17,329  
Inventories
    18,355       19,733  
Prepaid expenses and other current assets
    4,679       3,198  
Total current assets
    90,612       97,082  
                 
Marketable securities
    32,998       36,756  
Plant and equipment:
               
Equipment and furniture
    201,402       199,908  
Leasehold improvements
    46,699       46,667  
Projects in process
    1,800       2,049  
      249,901       248,624  
Less accumulated depreciation and amortization
    (198,066 )     (193,900 )
      51,835       54,724  
Other assets
    258       239  
                 
Total assets
  $ 175,703     $ 188,801  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Current liabilities:
               
Accounts payable
  $ 12,149     $ 11,905  
Accrued liabilities
    6,713       7,946  
Accrued restructuring costs
    377       -  
Total current liabilities
    19,239       19,851  
                 
Other long-term liabilities
    2,326       2,425  
                 
Commitments and contingencies
               
Stockholders’ equity:
               
Common stock, $0.01 par value, 144,390 shares authorized, 70,561 issued at March 31, 2012, 144,000 shares authorized and 69,394 issued at December 31, 2011
    706       694  
Additional paid-in capital
    605,806       602,757  
Accumulated deficit
    (454,933 )     (439,113 )
Accumulated other comprehensive income
    2,818       2,446  
Treasury stock at cost: 115 shares
    (259 )     (259 )
Total stockholders’ equity
    154,138       166,525  
                 
Total liabilities and stockholders’ equity
  $ 175,703     $ 188,801  
 

See accompanying notes.

 
 

 

ANADIGICS, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

   
Three months ended
 
   
March 31, 2012
   
April 2, 2011
 
   
(unaudited)
   
(unaudited)
 
             
Net sales
  $ 28,426     $ 43,463  
Cost of sales
    26,747       31,303  
Gross profit
    1,679       12,160  
Research and development expenses
    11,614       13,573  
Selling and administrative expenses
    6,855       9,436  
Restructuring charge
    494       -  
                 
Operating loss
    (17,284 )     (10,849 )
Interest income
    150       141  
Interest expense
    -       (17 )
Other income, net
    1,314       51  
                 
Net loss
  $ (15,820 )   $ (10,674 )
                 
Basic and diluted loss per share
  $ (0.23 )   $ (0.16 )
                 
Weighted average common shares outstanding used in computing loss per share
               
Basic and diluted
    69,669       67,037  




CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(AMOUNTS IN THOUSANDS)


   
Three months ended
 
   
March 31, 2012
   
April 2, 2011
 
   
(unaudited)
   
(unaudited)
 
             
Net loss
  $ (15,820 )   $ (10,674 )
                 
Other comprehensive income
               
Unrealized gain on marketable securities
    1,673       554  
Foreign currency translation adjustment
    5       15  
                 
Reclassification adjustment:
               
Net recognized gain on marketable securities previously included in other comprehensive income
    (1,306 )     (60 )
Comprehensive loss
  $ (15,448 )   $ (10,165 )








 
See accompanying notes.

 
 

 
 
ANADIGICS, Inc
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)

   
Three months ended
 
   
March 31, 2012
   
April 2, 2011
 
   
(unaudited)
   
(unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss
  $ (15,820 )   $ (10,674 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation
    4,299       4,764  
Stock based compensation
    1,775       3,490  
Amortization of premium on marketable securities
    166       -  
Marketable securities recovery and accretion
    (1,306 )     (75 )
Gain on disposal of equipment
    (22 )     (16 )
Changes in operating assets and liabilities:
               
Accounts receivable
    761       9,092  
Inventories
    1,378       (2,305 )
Prepaid expenses and other assets
    (1,500 )     (1,852 )
Accounts payable
    244       (4,807 )
Accrued liabilities and other liabilities
    (950 )     316  
                 
Net cash used in operating activities
    (10,975 )     (2,067 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchases of plant and equipment
    (1,410 )     (816 )
Proceeds from sale of equipment
    22       -  
Purchases of marketable securities
    (19,989 )     -  
Proceeds from sale of marketable securities
    23,217       100  
                 
Net cash provided (used in) investing activities
    1,840       (716 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Issuance of common stock
    1,286       245  
                 
Net cash provided by financing activities
    1,286       245  
                 
Net decrease in cash and cash equivalents
    (7,849 )     (2,538 )
Cash and cash equivalents at beginning of period
    32,695       97,129  
                 
Cash and cash equivalents at end of period
  $ 24,846     $ 94,591  

 

 
See accompanying notes.
 

 
 

 


ANADIGICS, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – MARCH 31, 2012

(AMOUNTS IN THOUSANDS, EXCEPT 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 U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation have been included.  Operating results for the three month period ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.
 
    The condensed consolidated balance sheet at December 31, 2011 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
 
    The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
 
    The Company has evaluated subsequent events and determined that, other than the workforce reduction disclosed in Note 2, there were no subsequent events to recognize or disclose in these unaudited interim condensed consolidated financial statements.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
 
    Changes to accounting principles generally accepted in the United States of America are established by the Financial Accounting Standards Board (FASB) in the form of Accounting Standards Updates to the FASB’s Accounting Standards Codification.
 
    In May 2011, the FASB issued guidance on fair value measurements and disclosure requirements. The guidance provides a consistent definition of fair value to ensure fair value measurement and disclosure requirements are similar between U.S. Generally Accepted Accounting Principles and International Financial Reporting Standards. This guidance is effective for interim and annual periods beginning on or after December 15, 2011.  Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
 
    In June and December 2011, the FASB issued guidance on the presentation of other comprehensive income (OCI). This guidance eliminates the option to present the components of OCI as part of the statement of changes in stockholders’ equity and also requires presentation of reclassification adjustments from OCI to net income on the face of the financial statements. This guidance is effective for fiscal years and interim periods beginning after December 15, 2011, with the exception of the requirement to present reclassification adjustments from OCI to net income on the face of the financial statements, which has been deferred pending further deliberation by the FASB.  Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
 
INCOME TAXES
 
    The Company maintains a full valuation allowance on its deferred tax assets.  Accordingly, the Company has not recorded a benefit or provision for income taxes. The Company recognizes interest and penalties related to the underpayment of income taxes in income tax expense. No unrecognized tax benefits, interest or penalties were accrued at March 31, 2012. The Company’s U.S. federal net operating losses have occurred since 1998 and as such, tax years subject to potential tax examination could apply from that date because carrying-back net operating loss opens the relevant year to audit.

WARRANTY
 
    Based on the examination of historical returns and other information it deems critical, the Company estimates that a current charge to income will need to be provided in order to cover future warranty obligations for products sold during the year. The accrued liability for warranty costs is included in Accrued liabilities in the condensed consolidated balance sheets. Changes in the Company’s product warranty reserve are as follows:

   
Three months ended
 
   
March 31, 2012
   
April 2, 2011
 
             
Beginning balance
    430       571  
Additions charged to costs and expenses
    420       151  
Claims processed
    (426 )     (365 )
Ending balance
    424       357  

RECLASSIFICATIONS
 
    Certain prior period amounts have been reclassified to conform to the current presentation.


2.    RESTRUCTURING, MANAGEMENT SEPARATION CHARGES AND SUBSEQUENT EVENT

RESTRUCTURING
    In late February 2012, the Company implemented a workforce reduction at a sales support office, which eliminated five positions and resulted in a restructuring charge of $494 for severance, related benefits and other costs.  The unpaid balance at March 31, 2012 was $377 and was recorded within Accrued restructuring costs.

MANAGEMENT SEPARATION CHARGES
    During the three months ended April 2, 2011, the Company recorded certain management separation charges of $838 and $2,111 within research and development and selling and administrative expenses, respectively, and is inclusive of accelerated stock-based compensation of $684. The management separation charges arose from the resignations of our former Chief Executive Officer (CEO) and another Executive Officer, and included contractual separation pay, accelerated vesting of certain equity awards, and certain other costs.

SUBSEQUENT EVENT
    In April 2012, the Company implemented a workforce reduction that eliminated approximately 25 positions, primarily in manufacturing and selling and administrative, and anticipates recording approximately $1.2 million of restructuring charges during the second quarter of 2012 covering severance, related benefits and other costs.

3.    LOSS PER SHARE
 
    The reconciliation of shares used to calculate basic and diluted loss per share consists of the following:

   
Three months ended
 
   
March 31, 2012
   
April 2, 2011
 
Weighted average common shares for basic loss per share
    69,669       67,037  
                 
Effect of dilutive securities:
               
Stock options (*)
    -       -  
Unvested restricted shares (*)
    -       -  
                 
Adjusted weighted average shares for diluted loss per share
    69,669       67,037  

*
Incremental shares from restricted shares and stock options are computed using the treasury stock method.
 
   For the three months ended March 31, 2012 and April 2, 2011, potential additional dilution arising from any of the Company's outstanding stock options or unvested restricted stock (shares or units) are detailed below. Such potential dilution was excluded as their effect was anti-dilutive.

   
Three months ended
 
   
March 31, 2012
   
April 2, 2011
 
             
Stock options
    3,571       3,954  
Unvested restricted shares and units
    1,899       3,045  
 
4.    FAIR VALUE AND MARKETABLE SECURITIES

FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Inputs used to measure fair value are classified in the following hierarchy:

Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities
   
Level 2
Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability
   
Level 3
Unobservable inputs for the asset or liability
 
    The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table presents a summary of fair value information for available-for-sale securities as at December 31, 2011 and March 31, 2012:

               
Fair Value Measurements at Reporting Date Using
 
Security Type
 
Amortized
Cost Basis
(1)
   
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Fixed Income Securities (2)
  $ 32,574     $ 32,532     $ 32,532     $ -     $ -  
U.S. Government Agency debt security (3)
    19,573       19,556       19,556       -       -  
Former-auction corporate debt security (3)
    1,681       2,834       2,834       -       -  
Auction Rate Securities
                                       
   Corporate Debt (3)
    762       1,215       -       -       1,215  
   Preferred Equity
    2,404       3,031       -       2,403       628  
   State and Municipal Debt (3)
    1,434       1,715       -       1,715       -  
Total at December 31, 2011
  $ 58,428     $ 60,883     $ 54,922     $ 4,118     $ 1,843  
                                         
Fixed Income Securities (2)
  $ 28,239     $ 28,246     $ 28,246     $ -     $ -  
U.S. Government Agency debt securities (2)
    21,511       21,498       21,498       -       -  
Municipal Notes (2)
    1,114       1,113       1,113       -       -  
Former-auction corporate debt security (3)
  $ 1,696     $ 2,903     $ 2,903     $ -     $ -  
Auction Rate Securities
                                       
   Preferred Equity
    2,404       3,800       -       2,377       1,423  
   State and Municipal Debt (3)
    1,351       1,602       -       1,602       -  
Total at March 31, 2012
  $ 56,315     $ 59,162     $ 53,760     $ 3,979     $ 1,423  

(1)  
Difference between amortized cost basis and fair value represents gross unrealized gain or loss.
(2)  
Available for sale debt securities with contractual maturities of 2 years or less.
(3)  
Available for sale debt securities with contractual maturities in excess of 10 years.
 
   The fair value of each of the following instruments approximates their carrying value because of the short maturity of these instruments: cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities.
 
    Interest income of $31 and $46 was recognized to accrete the amortized cost basis of the Company’s existing and former-auction debt securities during the three month period ended March 31, 2012 and April 2, 2011, respectively.
 
AUCTION RATE SECURITIES AND FORMER-AUCTION CORPORATE DEBT SECURITY
 
    Auction rate securities (ARS) were a short-term cash management instrument used by the market and the Company prior to 2008.  The instruments used a monthly Dutch auction process to provide liquidity on long-term financial instruments that reset the applicable interest rate and through the reset, allowed existing investors to rollover or liquidate their holdings at par value.  During 2007 and early 2008, ARS failed to auction due to sell orders exceeding buy orders and trading continues to be constrained. The funds associated with the failed auctions will not be accessible until a successful auction occurs, a suitable buyer is found outside of the auction process or an issuer redeems its security. The Company considers it more likely than not that it will sell their marketable debt securities prior to a recovery in valuation.
 
    At March 31, 2012, certain ARS market information was insufficient to determine the fair value of the Company’s investments in ARS resulting in Level 3 valuations. Given the complexity of ARS investments, the Company obtained the assistance of an independent valuation firm to assist management in assessing the fair value of its ARS portfolio. The third party valuations developed to estimate the ARS fair value were determined using a combination of two calculations (1) a discounted cash flow model, where the expected cash flows of the ARS are discounted to the present using a yield that incorporates compensation for illiquidity, and (2) a market comparables method, where the ARS are valued based on indications, from the secondary market, of what discounts buyers demand when purchasing similar ARS. The valuations include numerous assumptions such as assessments of the underlying structure of each security, expected cash flows, discount rates, credit ratings, workout periods, and overall capital market liquidity.
 
    For the three months ended March 31, 2012, the table below provides a reconciliation of the beginning and ending balances for each type of security valued using a Level 3 valuation.

($ in 000’s)
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Three months ended March 31, 2012
 
   
Corporate Debt Security (a)
   
Preferred Equity Securities (b)
   
Total
 
Balance at January 1, 2012
  $ 1,215     $ 628     $ 1,843  
Total gains or losses realized/unrealized
                       
Included in earnings (loss)
    1,250       -       1,250  
Included in other comprehensive income(loss)
    (452 )     795       343  
Purchases, redemptions, and settlements:
                       
    Purchases
    -       -       -  
    Redemptions
    (2,013 )     -       (2,013 )
    Settlements
    -       -       -  
Transfers in and/or out of Level 3
    -       -       -  
Balance at March 31, 2012
  $ -     $ 1,423     $ 1,423  
                         
Amount of total gains or losses for the period included in earnings(loss) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date
 
          -             -             -  
Securities held at March 31, 2012:
                       
Face value
  $ -     $ 3,125     $ 3,125  
Financial ratings
         
A2 to NR
         
Weighted average interest rate (*)
            1.9 %     1.9 %
Maturity date
            N/A          
* The interest rate is based on a premium to one month LIBOR.
 (a) Security issued by a publicly-held insurance company trust, which holds investments in U.S. Government obligations, highly rated commercial paper and money market funds and other investments approved by two credit rating agencies. The $2,500 face value security was redeemed by the issuer at a discount in the first quarter of 2012 for $2,013, resulting in a gain over its amortized cost basis of $1,250.
 (b) Preferred securities issued by subsidiaries of two publicly-held debt default insurers.  One of the debt default insurers ceased paying interest in 2009 and the security was written to zero.
 
    For the three month period ended April 2, 2011, the table below provides a reconciliation of the beginning and ending balances for each type of security valued using a Level 3 valuation.

($ in 000’s)
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Three months ended April 2, 2011
 
   
State & Municipal Debt Security (a)
   
Corporate Debt Security (b)
   
Preferred Equity Securities (c)
   
Total
 
Balance at January 1, 2011
  $ 1,695     $ 1,199     $ 3,110     $ 6,004  
Total gains or losses realized/unrealized
                               
Included in earnings (loss)
    53       9       -       62  
Included in other comprehensive income(loss)
    (22 )     84       97       159  
Purchases, redemptions, and settlements:
                               
    Purchases
    -       -       -       -  
    Redemptions
    (100 )     -       -       (100 )
    Settlements
    -       -       -       -  
Transfers in and/or out of Level 3
    -       -       -       -  
Balance at April 2, 2011
  $ 1,626     $ 1,292     $ 3,207     $ 6,125  
* Interest rates are reset every one to three months based on a premium to AA Commercial Paper, LIBOR or Treasury Bill rates.
 (a) Security represents an interest in pooled student loans that are guaranteed by the Federal Family Education Loan Program.  In the second quarter of 2011, the Company transferred its state and municipal debt security from Level 3 to Level 2 after having assessed external valuations and observing sustained trading in similar securities.
 (b) Security issued by a publicly-held insurance company trust, which holds investments in U.S. Government obligations, highly rated commercial paper and money market funds and other investments approved by two credit rating agencies. The trust is funded by life insurance residuals.
 (c) Preferred securities issued by i) a diversified closed-end management investment company and ii) subsidiaries of two publicly-held debt default insurers.  The investment company is governed by the Investment Company Act of 1940 with regard to operating standards, antifraud rules, diversification requirements and an asset coverage requirement for asset backing of 200% of the par value of the preferred stock issued. In the second quarter of 2011, the Company transferred its closed-end preferred security from Level 3 to Level 2 after having assessed external valuations and observing sustained trading in similar securities. One of the debt default insurers ceased paying interest in 2009 and the security was written to zero.

5.    INVENTORIES
 
    Inventories are stated at the lower of cost (first-in, first-out method) or market.  Inventories consist of the following:

   
March 31, 2012
   
December 31, 2011
 
             
Raw materials
  $ 4,641     $ 4,579  
Work in process
    7,932       8,113  
Finished goods
    5,782       7,041  
Total
  $ 18,355     $ 19,733  
 
6.    STOCK BASED COMPENSATION

Equity Compensation Plans
 
    The Company had 4 equity compensation plans under which equity securities are authorized for issuance to employees and/or directors:
§  
The 1995 Long-Term Incentive and Share Award Plan for Officers and Directors (terminated February 28, 2005)  (1995 Plan);
§  
The 1997 Long Term Incentive and Share Award Plan (terminated February 28, 2005) (1997 Plan);
§  
The 2005 Long Term Incentive and Share Award Plan (2005 Plan, collectively with the 1995 Plan and the 1997 Plan, the Plans); and
§  
The Employee Stock Purchase Plan (ESP Plan).
 
    Employees and outside directors have been granted restricted stock shares or units (collectively, restricted stock) and options to purchase shares of common stock under stock option plans adopted in 1995, 1997 and 2005. An aggregate of 4,913, 5,100 and 16,050 shares of common stock were reserved for issuance under the 1995 Plan, the 1997 Plan and the 2005 Plan, respectively. The Plans provide for the granting of stock options, stock appreciation rights, restricted stock and other share based awards to eligible employees and directors, as defined in the Plans. Option grants have terms of ten years and become exercisable in varying amounts over periods of up to three years. To date, no stock appreciation rights have been granted under the Plans. On February 1, 2009, a CEO inducement award of 700 stock options was granted outside of the Plans and the unvested portion of that award contractually vested upon separation on March 28, 2011.
 
    In 1995, the Company adopted the ESP Plan under Section 423 of the Internal Revenue Code. All full-time employees of ANADIGICS, Inc. and part-time employees, as defined in the ESP Plan, are eligible to participate in the ESP Plan. An aggregate of 6,694 shares of common stock were reserved for offering under the ESP Plan. Offerings are made at the commencement of each calendar year and must be purchased by the end of that calendar year. Pursuant to the terms of the ESP Plan, shares purchased and the applicable per share price were 384 and $2.00, respectively for the year ended December 31, 2011.
 
    The table below summarizes stock based compensation by source and by financial statement line item for the three month periods:
 
   
Three months ended
 
   
March 31, 2012
   
April 2, 2011
 
             
Amortization of restricted stock
  $ 1,422     $ 2,688  
Amortization of ESP Plan
    135       200  
Amortization of stock option awards
    218       602  
Total stock based compensation
  $ 1,775     $ 3,490  
                 
By Financial Statement line item
               
Cost of sales
  $ 217     $ 610  
Research and development expenses
    412       1,546  
Selling and administrative expenses
    1,097       1,334  
Restructuring charge
    49       -  
 
    No tax benefits have been recorded due to the Company’s full valuation allowance position.
 
    Stock based compensation for the three months ended April 2, 2011 includes $684 for equity awards associated with the management separation charge recorded.

Restricted Stock and Stock Option Awards
 
    The value of restricted stock grants are fixed upon the date of grant and amortized over the related vesting period of five months to three years.  Restricted stock is subject to forfeiture if employment terminates prior to vesting.  The Company estimates that approximately 2.5% of its restricted stock and stock option awards are forfeited annually (exclusive of LTI’s, as described below).  The restricted stock shares carry voting and certain forfeitable dividend rights commencing upon grant, whereas restricted stock units do not. Neither restricted stock shares nor restricted stock units may be traded or transferred prior to vesting.  Grant, vest and forfeit activity and related weighted average (WA) price per share for restricted stock and for stock options during the period from January 1, 2011 to March 31, 2012 is presented in tabular form below:

   
Restricted Stock Shares
   
Restricted Stock Units
   
Stock Options
 
   
Shares
   
WA price/ share
   
Units
   
WA price/ unit
   
Issuable upon exercise
   
WA exercise price
 
                                     
Outstanding at January 1, 2011
    180     $ 8.39       1,460     $ 4.49       4,143     $ 4.96  
Granted (1)
    -       -       2,573       5.91       1,065       3.29  
Shares vested/options exercised
    (179 )     8.38       (1,654 )     5.08       (442 )     2.12  
Forfeited/expired (2)
    (1 )     9.72       (409 )     6.03       (491 )     9.37  
Balance at December 31, 2011
    -       -       1,970     $ 5.52       4,275     $ 4.32  
Granted
    -       -       515       2.48       4       2.64  
Shares vested/options exercised
    -       -       (532 )     6.22       (635 )     2.02  
Forfeited/expired
    -       -       (54 )     5.99       (73 )     14.06  
Balance at March 31, 2012
    -       -       1,899     $ 4.49       3,571     $ 4.53  
(1)  
Year 2011 stock options granted include 417 performance stock option shares
(2)  
Year 2011 stock options forfeited include 167 performance stock option shares
 
    In June 2011, the Company’s Chief Executive Officer and Chief Financial Officer were awarded a base grant of 417 long-term incentive stock options (LTI stock options) contingent upon the Company’s shareholder return performance against the performance of the Philadelphia Semiconductor Index component companies.  The award and performance will be evaluated annually in one-third increments measuring Company shareholder returns during the one, two and three year periods following the award. Depending upon performance, the number of shares issuable pursuant to the LTI stock options can range from 50% to 150% of the base option shares.  Company performance below the 25th-percentile in a measurement period would result in no vesting for that period.  The LTI stock options have an exercise price of $3.24, a ten year term to expiration, and an average fair value of $2.62.  The fair value estimate was calculated with the assistance of a valuation consultant using a Monte Carlo Simulation model.  During the fourth quarter of 2011, 167 shares of the 417 LTI stock options were forfeited upon the separation of our former Chief Financial Officer.
 
    On February 16, 2012, subject to stockholder approval of additional 2005 Long-Term Incentive and Share Award Plan shares at the Company’s 2013 Annual Stockholder Meeting, the Company awarded 260 restricted stock units to two of its officers.  50% of the restricted stock units will have time-based vesting conditions (time-based) and 50% will have performance-based vesting conditions (performance-based).  The time-based restricted stock units will vest 1/3rd on May 20, 2013, 1/3rd on February 18, 2014 and 1/3rd on February 18, 2015.  The performance-based restricted stock units will vest based on absolute total stockholder return for one-year, two-year and three-year periods starting from the baseline date of December 31, 2011, compared to total stockholder return targets for each of the respective periods.  In May, 2012, subject to stockholder approval at the Company's 2013 Annual Stockholder Meeting, an additional 608 time-based and 105 performance-based restrictive stock units were awarded to employees of the Company.  These restricted stock units will vest consistent with the aforementioned officer awards.  Due to the uncertainty of the 2013 shareholder approval vote, neither compensation expense nor inclusion in disclosure tables for these awards is reported herein.

   
As of March 31, 2012
 
       
Unrecognized stock based compensation cost
     
Option plans
  $ 1,037  
Restricted stock
  $ 6,674  
Weighted average remaining recognition period
       
Option plans
 
2.1 years
 
Restricted stock
 
1.6 years
 

Stock options outstanding at March 31, 2012 are summarized as follows:

Range of exercise prices
   
Outstanding Options at March 31, 2012
   
Weighted average remaining contractual life
   
Weighted average exercise price
   
Exercisable at March 31, 2012
   
Weighted average exercise price
 
                                 
$ 1.39 - $2.53       1,225       4.2     $ 2.01       1,221     $ 2.01  
$ 2.65 - $3.24       993       6.2     $ 3.20       362     $ 3.12  
$ 3.30 - $7.27       683       2.6     $ 6.27       627     $ 6.35  
$ 8.79 - $18.98       670       4.2     $ 9.37       670     $ 9.37  

Valuation Method for ESP Plan and Stock Option Awards
 
    The fair value of these equity awards was estimated at the date of grant using a Black-Scholes option pricing model. The weighted average assumptions and fair values for stock based compensation grants used for the three month periods ended March 31, 2012 and April 2, 2011 were:

   
Three months ended
 
   
March 31, 2012
   
April 2, 2011
 
Stock option awards:
           
Risk-free interest rate
    1.0 %     2.2 %
Expected volatility
    70 %     65 %
Average expected term (in years)
    5.0       5.0  
Expected dividend yield
    0.0 %     0.0 %
Weighted average fair value of options granted
  $ 1.53     $ 3.79  
                 
ESP Plan:
               
Risk-free interest rate
    0.2 %     0.3 %
Expected volatility
    65 %     62 %
Average expected term (in years)
    1.0       1.0  
Expected dividend yield
    0.0 %     0.0 %
Weighted average fair value of purchase option
  $ 0.80     $ 1.50  
 
    For equity awards with an expected term of one year or less, the assumption for expected volatility is solely based on the Company’s historical volatility, whereas for equity awards with expected terms of greater than one year, the assumption is based on a combination of implied and historical volatility.
 
7.    LEGAL PROCEEDINGS
 
    On or about November 11, 2008, plaintiff Charlie Attias filed a putative securities class action lawsuit in the United States District Court for the District of New Jersey, captioned Charlie Attias v. Anadigics, Inc., et al., No. 3:08-cv-05572, and, on or about November 21, 2008, plaintiff Paul Kuznetz filed a related class action lawsuit in the same court, captioned Paul J. Kuznetz v. Anadigics, Inc., et al., No. 3:08-cv-05750 (jointly, the "Class Actions").  The Complaints in the Class Actions, which were consolidated under the caption In re Anadigics, Inc. Securities Litigation, No. 3:08-cv-05572, by an Order of the District Court dated November 24, 2008, seek unspecified damages for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as Rule 10b-5 promulgated thereunder, in connection with alleged misrepresentations and omissions in connection with, among other things, Anadigics's manufacturing capabilities and the demand for its products.  On October 23, 2009, plaintiffs filed a Consolidated Amended Class Action Complaint, (the “First Amended Complaint”), which names the Company, a current officer and a former officer-director, and alleges a proposed class period that runs from July 24, 2007 through August 7, 2008.  On December 23, 2009, defendants filed a motion to dismiss the First Amended Complaint; that motion was fully briefed as of March 30, 2010.  After holding extensive oral argument on defendants' motion on August 3, 2010, the District Court found plaintiffs' First Amended Complaint to be deficient, but afforded them another opportunity to amend their pleading.  The District Court therefore denied defendants' motion to dismiss without prejudice to defendants' renewing the motion in response to plaintiffs' Second Amended Complaint, which plaintiffs filed on October 4, 2010.  The Second Amended Complaint, which contains the same substantive claims that were alleged in the First Amended Complaint, alleges a proposed class period that runs from February 12, 2008 through August 7, 2008.  Defendants filed a motion to dismiss the Second Amended Complaint on December 3, 2010.  By an Opinion and an Order dated September 30, 2011, the District Court dismissed with prejudice plaintiffs' Second Amended Complaint.  On October 27, 2011, plaintiffs filed with the District Court a notice of appeal to the United States Court of Appeals for the Third Circuit from the District Court's September 30, 2011 Opinion and Order. The appeal is pending.
 
    On or about January 14, 2009, a shareholder's derivative lawsuit, captioned Sicari v. Anadigics, Inc., et al., No. SOM-L-88-09, was filed in the Superior Court of New Jersey, and, on or about February 2, 2009, a related shareholder's derivative lawsuit, captioned Moradzadeh v. Anadigics, Inc., et al., No. SOM-L-198-09, was filed in the same court (jointly, the "Derivative Lawsuits").  The Derivative Lawsuits seek unspecified damages for alleged state law claims against certain of the Company's current and former directors arising out of the matters at issue in the Class Actions.  By Order dated March 6, 2009, the New Jersey Superior Court consolidated the Derivative Lawsuits under the caption In re Anadigics, Inc. Derivative Litigation, No. SOM-L-88-09.  By Order dated March 27, 2009, the Superior Court stayed the Derivative Lawsuits pending disposition of the defendants' motion to dismiss the First Amended Complaint in the Class Actions.  By Order dated September 13, 2010, the Superior Court extended the stay of the Derivative Lawsuits until the disposition of defendants' motion to dismiss the Second Amended Complaint in the Class Actions.
 
    Because the Class Actions and the Derivative Lawsuits, which are in a preliminary stage, do not specify alleged monetary damages, the Company is unable to reasonably estimate a possible range of loss, if any, to the Company in connection therewith.
 
    The Company is also a party to ordinary course litigation arising out of the operation of our business. The Company believes that the ultimate resolution of such ordinary course litigation should not have a material adverse effect on its consolidated financial condition or results of operations.



 
 

 

ANADIGICS, Inc.

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW
 
    ANADIGICS, Inc. (“we” or the “Company”) is a leading provider of semiconductor solutions in the growing broadband wireless and wireline communications markets.  Our products include radio frequency (RF) power amplifiers (PAs), tuner integrated circuits, active splitters, line amplifiers and other components, which can be sold individually or packaged as integrated front end modules (FEMs).  We believe that we are well-positioned to capitalize on the high growth and convergence occurring in the voice, data and video segments of the broadband wireless and wireline communications markets.
 
    Our RF power amplifier products enable mobile handsets, datacards and other devices to access third and fourth generation (3G and 4G) wireless networks utilizing international standards including LTE (Long Term Evolution), WCDMA (Wideband Code Division Multiple Access), HSPA (High Speed Packet Access), CDMA (Code Division Multiple Access) EVDO (Evolution Data Optimized) and WiMAX (Worldwide Interoperability for Microwave Access).  Our WiFi products enable connectivity for wireless mobile devices and other computing devices.  Our CATV (Cable Television) products enable fixed-point, wireline broadband communications over CATV infrastructure as well as cable modem and set-top box products.  Our Wireless infrastructure products support operator commitments worldwide to optimize the increasing demands for subscriber data through deployment of new small-cell base stations as part of a heterogeneous network.
 
    Our business strategy focuses on enabling anytime, anywhere connectivity which enhances the consumer’s broadband and wireless experience. We develop RF front end solutions for communications equipment manufacturers and we partner with industry-leading wireless and wireline chipset providers who incorporate our solutions into their reference designs.  Our solutions cost-effectively enhance communications devices by improving RF performance, efficiency, reliability, time-to-market and integration while reducing the size, weight and cost of these products.
 
    We leverage our technological knowledge and advantages to be a leading technology-enabler via innovative semiconductor solutions for broadband wireless and wireline communications.  We believe our patented InGaP-plus technology, which combines bipolar amplifying structures and pHEMT RF switches on the same die, coupled with our three level metal interconnect process provides us with a competitive advantage in the marketplace.  Additionally, we believe proprietary designs of our HELP™ (High Efficiency at Low Power) power amplifiers when combined with higher efficiency at high output power provide our customers a competitive advantage by delivering performance required for 3G and 4G devices with lower battery power consumption and longer use time than comparable products in these markets.
 
    Revenue during the first quarter of 2012 declined in comparison to the fourth quarter of 2011 principally due to seasonal wireless product demand reductions and a decrease in demand from our former largest customer resulting from certain of such customer’s programs reaching end of life and a loss in market share related to the customer’s change in chipset suppliers that do not utilize our power amplifiers.
 
    In late February 2012, the Company implemented a workforce reduction at a sales support office, which eliminated five positions and resulted in a restructuring charge of $494.  We expect the annualized cost savings from this restructuring to approximate $1.0 million.  In April 2012, we reduced our workforce by approximately 25 employees, primarily in manufacturing and selling and administrative.  We anticipate recording approximately $1.2 million as a restructuring charge during the second quarter of 2012 and expect the annualized cost savings from this restructuring to approximate $3.0 million.
 
    We believe our markets are, and will continue to remain, competitive which could result in continued quarterly volatility in our net sales. This competition has resulted in, and is expected over the long-term to continue to result in competitive or declining average selling prices for our products and increased challenges in maintaining or increasing market share.
 
    We were incorporated in Delaware in 1984. Our corporate headquarters are located at 141 Mt. Bethel Road, Warren, New Jersey 07059, and our telephone number at that address is 908-668-5000.
 
    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, 2012
   
April 2, 2011
 
             
Net sales
    100.0 %     100.0 %
Cost of sales
    94.1 %     72.0 %
                 
Gross margin
    5.9 %     28.0 %
Research and development expenses
    40.9 %     31.3 %
Selling and administrative expenses
    24.1 %     21.7 %
Restructuring charges
    1.7 %     -  
                 
Operating loss
    (60.8 )%     (25.0 )%
Interest income
    0.5 %     0.3 %
Interest expense
    -       -  
Other income, net
    4.6 %     0.1 %
                 
Net loss
    (55.7 )%     (24.6 )%

FIRST QUARTER 2012 (ENDED MARCH 31, 2012) COMPARED TO FIRST QUARTER 2011 (ENDED APRIL 2, 2011)
 
    NET SALES. Net sales decreased 34.6% during the first quarter of 2012 to $28.4 million from $43.5 million in the first quarter of 2011. The net sales decrease primarily resulted from a decrease in market demand in the wireless cellular device market.
 
    Sales of integrated circuits for wireless applications decreased 41.8% during the first quarter of 2012 to $21.0 million from $36.2 million in the first quarter of 2011.  The decrease in sales was primarily due to decreased demand from our former largest customers due to certain products reaching end of life and their change in chipset providers that do not utilize our power amplifiers.
 
    Sales of integrated circuits for broadband applications remained flat during the first quarter of 2012 at $7.4 million in comparison to the first quarter of 2011.
 
    GROSS MARGIN. Gross margin during the first quarter of 2012 decreased to 5.9% of net sales from 28.0% of net sales in the first quarter of 2011.  The decrease in gross margin was primarily due to lower production and sales volume and a concentration of fixed costs as a percent of smaller revenues. Fixed production costs include, but are not limited to depreciation, maintenance and operations’ support functions.
 
    RESEARCH AND DEVELOPMENT. Company-sponsored research and development expenses decreased 14.4% during the first quarter of 2012 to $11.6 million from $13.6 million during the first quarter of 2011. A management separation charge of $0.8 million is included in the first quarter of 2011. The remaining decrease resulted from improved controls over our key projects and lower stock-based compensation expense.
 
    SELLING AND ADMINISTRATIVE. Selling and administrative expenses decreased 27.4% to $6.9 million during the first quarter of 2012 from $9.4 million during the first quarter of 2011. A management separation charge of $2.1 million is included in the first quarter of 2011.  The remaining decrease resulted from the quarterly savings achieved from our 2011 cost reduction actions.
 
    RESTRUCTURING CHARGE. During the first quarter of 2012, we implemented a workforce reduction at a sales support office, which eliminated five positions and resulted in a restructuring charge of $494 for severance, related benefits and other costs.
 
    OTHER INCOME, NET. During the first quarter of 2012, other income of $1.3 million was primarily from redemption proceeds on one of our ARS in excess of our amortized cost basis.

LIQUIDITY AND CAPITAL RESOURCES
 
    As of March 31, 2012, we had $24.8 million in cash and cash equivalents and $59.2 million in marketable securities.
 
    Operating activities used $11.0 million in cash during the three month period ended March 31, 2012. Investing activities provided $1.8 million of cash during the three month period ended March 31, 2012 consisting principally of net sales of marketable securities of 3.2 million, partly offset by purchases of fixed assets of 1.4 million. Financing activities provided $1.3 million of cash proceeds received from stock option exercises.
 
    We had unconditional purchase obligations at March 31, 2012 of approximately $2.4 million.

    Within our $59.2 million in marketable securities at March 31, 2012, we held a total of $28.3 million of fixed income securities, $21.5 of U.S. government agency debt securities, $1.1 million of municipal notes, $5.4 million of auction rate securities (ARS) and $2.9 million as a former auction corporate debt security originally purchased as an ARS prior to its exchange for the underlying 30 year notes due 2037. The ARS instruments used a monthly Dutch auction process to provide liquidity on long-term financial instruments by resetting the applicable interest rate and through the reset, allowed existing investors to rollover or liquidate their holdings at par value.  During 2007 and early 2008, ARS failed to auction due to sell orders exceeding buy orders and trading continues to be constrained. The funds associated with the failed auctions will not be accessible until a successful auction occurs, a suitable buyer is found outside of the auction process or an issuer redeems its security. If the credit ratings of the security issuers deteriorate and any decline in market value below our amortized cost basis is determined to be other-than-temporary, we would be required to adjust the carrying value of the investment through an additional impairment charge.
 
    We anticipate selling the existing and former-auction corporate debt securities prior to a recovery in valuation. We will continue to monitor and evaluate these investments for impairment and for short term classification purposes. We may not be able to access cash by selling the aforementioned debt or preferred securities without the loss of principal until a buyer is located, a future auction for these investments is successful, they are redeemed by their issuers or they mature. If we are unable to sell these securities in the market or they are not redeemed, then we may be required to hold them to maturity or in perpetuity for the preferred ARS. Based on our ability to access our cash, our expected operating cash flows, and our other sources of cash, we do not anticipate that the potential illiquidity of these investments will affect our ability to execute our current business plan.
 
    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 at least the next twelve months. We may elect to finance all or part of our future capital requirements through additional equity or debt financing.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
 
    Changes to accounting principles generally accepted in the United States of America are established by the Financial Accounting Standards Board (FASB) in the form of Accounting Standards Updates (ASU’s) to the FASB’s Accounting Standards Codification.

    In May 2011, the FASB issued guidance on fair value measurements and disclosure requirements. The guidance provides a consistent definition of fair value to ensure fair value measurement and disclosure requirements are similar between U.S. Generally Accepted Accounting Principles and International Financial Reporting Standards. This guidance is effective for interim and annual periods beginning on or after December 15, 2011. Adoption of this guidance did not have a material impact on our consolidated financial statements.
 
    In June and December 2011, the FASB issued guidance on the presentation of other comprehensive income (OCI). This guidance eliminates the option to present the components of OCI as part of the statement of changes in stockholders’ equity and also requires presentation of reclassification adjustments from OCI to net income on the face of the financial statements. This guidance is effective for fiscal years and interim periods beginning after December 15, 2011, with the exception of the requirement to present reclassification adjustments from OCI to net income on the face of the financial statements, which has been deferred pending further deliberation by the FASB.  Adoption of this guidance did not have a material impact on our consolidated financial statements.

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. Such factors include, but are not limited to, those risk factors listed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and in this quarterly report on Form 10-Q. The Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
    The Company's market risk has not changed significantly from the risks disclosed in Item 7A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

ITEM 4. CONTROLS AND PROCEDURES
 
    We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed with the Securities and Exchange Commission, or SEC, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as appropriate, to allow timely decisions regarding required disclosure.  As of March 31, 2012, an evaluation was performed under the supervision and with the participation of our Management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the U.S. Securities Exchange Act of 1934).  Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of March 31, 2012.
 
    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.

    Because of their inherent limitations, disclosure controls and procedures and internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


 
 

 

ANADIGICS, Inc.

PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
 
    There have been no material changes to our legal proceedings as previously disclosed on our Annual Report on Form 10-K for the year ended December 31, 2011.

ITEM 1A.    RISK FACTORS
 
    There have been no material changes from the risks as previously disclosed in the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2011.

ITEM   5. OTHER INFORMATION
 
    The Company held its annual meeting of stockholders on May 8, 2012 at which the Company’s stockholders voted on:

·  
The election of two Class II Directors of the Company to hold office until 2015.
·  
The ratification of the appointment of Ernst & Young LLP as independent registered public accountants of the Company for the fiscal year ending December 31, 2012.
·  
To approve an advisory vote on executive compensation.
 
    The three matters listed above were voted upon and approved by the shareholders of the Company as follows:
·  
The election of Ronald Michels as a Class II Director was approved by holders of  32,880,315 shares of the Company’s outstanding capital stock.  Holders of  714,246 shares voted against such election. Holders of 57,935 shares abstained from voting on such election and broker non-votes totaled 27,394,029.
·  
The election of Paul Bachow as a Class II Director was approved by holders of 31,713,963 shares of the Company’s outstanding capital stock.  Holders of 1,882,798 shares voted against such election. Holders of 55,735 shares abstained from voting on such election and broker non-votes totaled 27,394,029.  Messrs. Michels and Bachow join the continuing Directors of the Company Messrs. Fellows, Rein, Rosenzweig, Solomon and Strigl.
·  
The ratification of the appointment of Ernst & Young LLP as independent registered public accountants was approved by holders of  59,854,598  shares of the Company’s outstanding capital stock. Holders of 1,103,118  shares voted against the ratification.  Holders of 88,809 shares abstained from voting on such ratification.
·  
The advisory vote to approve executive compensation was approved by holders of 27,059,651 shares of the Company’s outstanding capital stock. Holders of 3,513,327 shares voted against the proposal.  Holders of  3,079,518 shares abstained from voting on such proposal and broker non-votes totaled 27,394,029.

ITEM 6.    EXHIBITS


31.1 Rule 13a-14(a)/15d-14(a) Certification of Ronald Michels, President and Chief Executive Officer of ANADIGICS, Inc.

 
31.2 Rule 13a-14(a)/15d-14(a) Certification of Terrence G. Gallagher, Vice President and Chief Financial Officer of ANADIGICS, Inc.

 
32.1 Section 1350 Certification of Ronald Michels, President and Chief Executive Officer of ANADIGICS, Inc.

 
32.2 Section 1350 Certification of Terrence G. Gallagher, Vice President and Chief Financial Officer of ANADIGICS, Inc.

 
 

 

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/ Terrence G. Gallagher
 
Terrence G. Gallagher
 
Vice President and Chief Financial Officer
   

Dated: May 9, 2012

XNAS:ANAD Anadigics Inc Quarterly Report 10-Q Filling

Anadigics Inc XNAS:ANAD Stock - Get Quarterly Report SEC Filing of Anadigics Inc XNAS:ANAD stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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XNAS:ANAD Anadigics Inc Quarterly Report 10-Q Filing - 5/9/2012
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