8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2013

AXT, INC.

(Exact name of registrant as specified in its charter)

___________________

Delaware	000-24085	94-3031310
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

___________________

4281 Technology Drive

Fremont, California 94538

(Address of principal executive offices) (Zip Code)

___________________

Registrant’s telephone number, including area code: (510) 683-5900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On February 25, 2013, AXT, Inc. issued a press release announcing its financial results for the quarter ended December 31, 2012. A copy of the Company’s press release, announcing the results, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Exhibit 99.1 hereto discussing the Company’s results of operations and financial condition for the quarter ended December 31, 2012, is being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated February 25, 2013, regarding the financial results of AXT, Inc. for the quarter ended December 31, 2012.

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 hereunto duly authorized.

	AXT, INC.
Date: February 25, 2013	By:	/s/ Raymond A. Low
		Raymond A. Low
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated February 25, 2013, regarding the financial results of AXT, Inc. for the quarter ended December 31, 2012.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
Contacts:
	Raymond A. Low
	Chief Financial Officer
	(510) 683-5900
	Leslie Green
	Green Communications Consulting, LLC
	(650) 312-9060

AXT, Inc. Announces Fourth Quarter and Fiscal 2012 Financial Results

• FY 2012 Net Revenues: $88.4 million

• FY 2012 GAAP Net Income: $3.1 million; $0.09 per share (diluted)

FREMONT, Calif., Feb. 25, 2013 – AXT, Inc. (NasdaqGS: AXTI), a leading manufacturer of compound semiconductor substrates, today reported financial results for the fourth quarter and fiscal year ended December 31, 2012.

Fourth Quarter 2012 Results

Revenue for the fourth quarter of 2012 was $18.9 million compared with $20.8 million in the third quarter of 2012. Total gallium arsenide (GaAs) substrate revenue was $11.3 million for the fourth quarter of 2012, compared with $12.9 million in the third quarter of 2012. Indium phosphide (InP) substrate revenue was $1.6 million for the fourth quarter of 2012, compared with $1.6 million in the third quarter of 2012. Germanium (Ge) substrate revenue was $1.7 million for the fourth quarter of 2012 compared with $2.0 million in the third quarter of 2012. Raw materials sales were $4.3 million for the fourth quarter of 2012, compared with $4.3 million in the third quarter of 2012.

Gross margin was 19.5 percent of revenue for the fourth quarter of 2012. By comparison, gross margin in the third quarter of 2012 was 26.3 percent of revenue.

Operating expenses were $4.6 million in the fourth quarter of 2012, compared with $4.8 million in the third quarter of 2012.

Loss from operations for the fourth quarter of 2012 was $0.9 million compared with income from operations of $0.7 million in the third quarter of 2012.

Net interest and other income for the fourth quarter of 2012 was $522,000, which included a foreign exchange loss of $499,000. This compares with net interest and other income of $544,000 in the third quarter of 2012, which included a foreign exchange gain of $114,000.

AXT, Inc. 4281 Technology Drive Fremont, CA 94538 Tel: 510.683.5900 Fax: 510.353.0668 www.axt.com.  

AXT, Inc. Announces Fourth Quarter and Fiscal 2012 Results

Feb 25, 2013

Page 2 of 5

Net loss in the fourth quarter of 2012 was $0.8 million or $0.02 per diluted share compared with net income of $0.9 million or $0.03 per diluted share in the third quarter of 2012.

Fiscal 2012 Results

For the fiscal year 2012, revenue was $88.4 million, a 15 percent decrease from $104.1 million in fiscal year 2011. Gross margin for fiscal year 2012 was 28.1 percent of revenue compared with 43.0 percent of revenue for fiscal year 2011.

Net income for fiscal year 2012 was $3.1 million or $0.09 per diluted share compared with net income of $20.3 million or $0.61 per diluted share for fiscal year 2011.

Management Qualitative Comments

"While we are coming off of a tough year in our industry, we believe that we have been able to weather the environment reasonably well, remaining profitable for the year and generating nearly $10 million in cash," said Morris Young, chief executive officer.  "As we enter 2013, we are seeing signs of market improvement in several of our product categories and believe that the current customer landscape holds interesting opportunity for AXT. We are approaching the year with cautious optimism and will continue to exercise tight expense control and careful financial planning.  We believe that AXT is a strong competitor and we are focused on delivering growth and shareholder value in 2013."

Conference Call

The company will also host a conference call to discuss these results on February 25, 2013 at 1:30 p.m. PST. The conference call can be accessed at (719) 325-2215 (passcode 3780034). The call will also be simulcast on the Internet at www.axt.com. Replays will be available at (719) 457-0820 (passcode 3780034) until March 3, 2013. Financial and statistical information to be discussed in the call will be available on the company’s website immediately prior to commencement of the call. Additional investor information can be accessed at http://www.axt.com or by calling the company’s Investor Relations Department at (510) 683-5900.

About AXT, Inc.

AXT designs, develops, manufactures and distributes high-performance compound and single element semiconductor substrates comprising gallium arsenide (GaAs), indium phosphide (InP) and germanium (Ge) through its manufacturing facilities in Beijing, China. In addition, AXT maintains its sales, administration and customer service functions at its headquarters in Fremont, California. The company’s substrate products are used primarily in lighting display applications, wireless communications, fiber optic communications and solar cell. Its vertical gradient freeze (VGF) technique for manufacturing semiconductor substrates provides significant benefits over other methods and enabled AXT to become a leading manufacturer of such substrates. AXT has manufacturing facilities in China and invests in joint ventures in China producing raw materials. For more information, see AXT’s website at http://www.axt.com.

AXT, Inc. Announces Fourth Quarter and Fiscal 2012 Results

Feb 25, 2013

Page 3 of 5

Safe Harbor Statement

The foregoing paragraphs contain forward-looking statements within the meaning of the Federal Securities laws, including statements regarding our current and long-term growth and trends in the demand for our products, our progress in our strategic plans, and the positioning of the company. These forward-looking statements are based upon specific assumptions that are subject to uncertainties and factors relating to the company’s operations and business environment, which could cause actual results of the company to differ materially from those expressed or implied in the forward-looking statements contained in the foregoing discussion. These uncertainties and factors include but are not limited to: overall conditions in the markets in which the company competes; global financial conditions and uncertainties; market acceptance and demand for the company’s products; the impact of factory closures or other events causing delays by our customers on the timing of sales of our products; and other factors as set forth in the company’s annual report on Form 10-K and other filings made with the Securities and Exchange Commission. Each of these factors is difficult to predict and many are beyond the company’s control. The company does not undertake any obligation to update any forward-looking statement, as a result of new information, future events or otherwise.

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FINANCIAL TABLES TO FOLLOW

AXT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2012			2011			2012			2011
Revenue	$	18,927		$	21,219		$	88,374		$	104,121
Cost of revenue		15,243			13,386			63,522			59,339
Gross profit		3,684			7,833			24,852			44,782
Operating expenses:
Selling, general and administrative		3,710			3,851			15,419			14,836
Research and development		875			657			3,468			2,473
Total operating expenses		4,585			4,508			18,887			17,309
Income (loss) from operations		(901	)		3,325			5,965			27,473
Interest income, net		316			190			518			449
Other income, net		206			253			520			696
Income (loss) before provision for income taxes		(379	)		3,768			7,003			28,618
Provision for income taxes		294			162			853			2,795
Net income (loss)		(673	)		3,606			6,150			25,823
Less: Net income attributable to noncontrolling interest		(83	)		(1,040	)		(3,040	)		(5,503	)
Net income (loss) attributable to AXT, Inc.	$	(756	)	$	2,566		$	3,110		$	20,320
Net income (loss) attributable to AXT, Inc. per common share:
Basic	$	(0.02	)	$	0.08		$	0.09		$	0.63
Diluted	$	(0.02	)	$	0.08		$	0.09		$	0.61
Weighted average number of common shares outstanding:
Basic		32,220			31,992			32,144			31,872
Diluted		32,220			32,822			32,865			33,061

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AXT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

	December 31,			December 31,
	2012			2011
Assets:
Current assets
Cash and cash equivalents	$	30,634		$	26,156
Short-term investments		10,270			5,505
Accounts receivable, net		17,912			17,966
Inventories		40,352			46,012
Related party notes receivable - current		2,036			412
Prepaid expenses and other current assets		5,268			7,052
Total current assets		106,472			103,103
Long-term investments		9,191			8,981
Property, plant and equipment, net		37,235			34,282
Related party notes receivable - long-term		416			2,021
Other assets		14,275			14,101
Total assets	$	167,589		$	162,488
Liabilities and stockholders' equity:
Current liabilities
Accounts payable	$	5,894		$	3,286
Accrued liabilities		7,202			7,597
Total current liabilities		13,096			10,883
Long-term portion of royalty payments		3,325			4,125
Other long-term liabilities		254			431
Total liabilities		16,675			15,439
Stockholders' equity:
Preferred stock		3,532			3,532
Common stock		32			32
Additional paid-in capital		193,063			191,554
Accumulated deficit		(59,047	)		(62,157	)
Accumulated other comprehensive income		6,033			5,818
Total AXT, Inc. stockholders' equity		143,613			138,779
Noncontrolling interest		7,301			8,270
Total stockholders' equity		150,914			147,049
Total liabilities and stockholders' equity	$	167,589		$	162,488