8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2014

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, including zip code)

(510) 683-5900

(Registrant’s telephone number, including area code)

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):

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

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

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

¨ 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, 2014, AXT, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and fiscal year December 31, 2013.  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 contained herein and in Exhibit 99.1 hereto discussing the Company’s results of operations and financial condition for the quarter and fiscal year ended December 31, 2013, 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, 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 Company, 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

Exhibit Number	Description
99.1	Press release dated February 25, 2014, regarding the financial results of AXT, Inc. for the quarter and fiscal year ended December 31, 2013

2

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.
By:	/s/ Morris Young
	Morris Young Chief Executive Officer, Interim Chief Financial Officer and Corporate Secretary

Date:  February 25, 2014

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated February 25, 2014, regarding the financial results of AXT, Inc. for the quarter and fiscal year ended December 31, 2013

4

EX-99.1

Exhibit 99.1

      FOR IMMEDIATE RELEASE   Contacts:   Morris S. Young Chief Executive Officer (510) 683-5900   Leslie Green Green Communications Consulting, LLC (650) 312-9060

AXT, Inc. Announces Fourth Quarter and Fiscal 2013 Financial Results

FREMONT, Calif., Feb. 25, 2014 – AXT, Inc. (NasdaqGS: AXTI), a leading manufacturer of compound semiconductor substrates, today reported financial results for the fourth quarter ended Dec. 31, 2013.

Fourth Quarter 2013 Results

Revenue for the fourth quarter of 2013 was $18.6 million compared with $20.5 million in the third quarter of 2013. Total gallium arsenide (GaAs) substrate revenue was $8.9 million for the fourth quarter of 2013, compared with $9.0 million in the third quarter of 2013. Indium phosphide (InP) substrate revenue was $1.8 million for the fourth quarter of 2013, compared with $1.4 million in the third quarter of 2013.  Germanium (Ge) substrate revenue was $3.6 million for the fourth quarter of 2013, compared with $5.5 million in the third quarter of 2013.   Raw materials sales were $4.3 million for the fourth quarter of 2013, compared with $4.6 million in the third quarter of 2013.

Gross margin was 15.1 percent of revenue for the fourth quarter of 2013, compared with 11.9 percent of revenue in the third quarter of 2013.

Operating expenses were $4.4 million in the fourth quarter of 2013, compared with $5.1 million in the third quarter of 2013.

Loss from operations for the fourth quarter of 2013 was $1.2 million compared with a loss from operations of $2.6 million in the third quarter of 2013.

Net interest and other income for the fourth quarter was $293,000, which was primarily attributable to $278,000 from equity earnings of the company’s unconsolidated joint ventures, and $272,000 from interest income, partially offset by $289,000 foreign exchange losses. This compares with net interest and other income of $354,000 in the third quarter, which was mainly attributable to $346,000 equity earnings of our unconsolidated joint ventures, partially offset by $67,000 foreign exchange losses.

Net loss in the fourth quarter of 2013 was $1.2 million or $0.04 per diluted share compared with net loss of $2.3 million or $0.07 per diluted share in the third quarter of 2013.

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 Year 2013 Results

Feb. 25, 2014

Page 2 of 5

Fiscal Year 2013 Results

Revenue for fiscal year 2013 was $85.3 million, down from $88.4 million in fiscal year 2012. Gross margin for fiscal year 2013 was 13.9 percent of revenue compared with 28.1 percent of revenue for fiscal year 2012.

Net loss for fiscal year 2013 was $8.0 million or $0.25 per share compared with net income of $3.1 million or $0.09 per diluted share for fiscal year 2012.

Management Qualitative Comments

“Our fiscal year 2013 was among our most difficult years, with a significant technology transition, market consolidation and customer-specific technical issues.” said Morris Young, chief executive officer. “We are now focusing our efforts on growing our market presence in strategic areas, and leveraging our low-cost manufacturing as a competitive advantage.  In the meantime, we are sizing our operations to be more in line with the demand environment and are implementing a number of programs to improve our gross margins and lower our operating expenses.  We continue to focus on cash management and are committed to driving increasing value for our shareholders.”

Conference Call

The company will also host a conference call to discuss these results on Feb. 25, 2014 at 1:30 p.m. PT. The conference call can be accessed at (719) 325-2455 (passcode 9920007). The call will also be simulcast on the Internet at www.axt.com. Replays will be available at (719) 457-0820 (passcode 9920007) until March 3, 2014. 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.

AXT will provide highlights of its fourth quarter results on today’s conference call, but investors can find the full financial summary on the investor relations portion of the company’s website at www.axt.com.

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 Year 2013 Results

Feb. 25, 2014

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 the market demand for our products, our market opportunity, our business planning and management approach and our expectations with respect to our business prospects. 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. Announces Fourth Quarter and Fiscal Year 2013 Results

Feb. 25, 2014

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AXT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2013			2012			2013			2012
Revenue	$	18,603		$	18,927		$	85,335		$	88,374
Cost of revenue		15,790			15,243			73,507			63,522
Gross profit		2,813			3,684			11,828			24,852
Operating expenses:
Selling, general and administrative		3,631			3,710			16,066			15,419
Research and development		797			875			3,424			3,468
Total operating expenses		4,428			4,585			19,490			18,887
Income (loss) from operations		(1,615	)		(901	)		(7,662	)		5,965
Interest income, net		272			316			408			518
Equity in earnings of unconsolidated joint ventures		278			495			1,377			1,281
Other income (expense), net		(257	)		(289	)		(748	)		(761	)
Income (loss) before provision for income taxes		(1,322	)		(379	)		(6,625	)		7,003
Provision for (benefit from) income taxes		(134	)		294			188			853
Net income (loss)		(1,188	)		(673	)		(6,813	)		6,150
Less: Net income (loss) attributable to noncontrolling interest		(40	)		(83	)		(1,145	)		(3,040	)
Net income (loss) attributable to AXT, Inc.	$	(1,228	)	$	(756	)	$	(7,958	)	$	3,110
Net income (loss) attributable to AXT, Inc. per common share:
Basic	$	(0.04	)	$	(0.02	)	$	(0.25	)	$	0.09
Diluted	$	(0.04	)	$	(0.02	)	$	(0.25	)	$	0.09
Weighted average number of common shares outstanding:
Basic		32,628			32,220			32,700			32,144
Diluted		32,628			32,220			32,700			32,865

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AXT, Inc. Announces Fourth Quarter and Fiscal Year 2013 Results

Feb. 25, 2014

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AXT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

	December 31,			December 31,
	2013			2012
Assets:
Current assets
Cash and cash equivalents	$	24,961		$	30,634
Short-term investments		12,499			10,270
Accounts receivable, net		14,943			17,912
Inventories		39,127			40,352
Related party notes receivable - current		0			2,036
Prepaid expenses and other current assets		8,010			5,268
Total current assets		99,540			106,472
Long-term investments		10,145			9,191
Property, plant and equipment, net		37,621			37,235
Related party notes receivable - long-term		1,715			416
Other assets		14,801			14,275
Total assets	$	163,822		$	167,589
Liabilities and stockholders' equity:
Current liabilities
Accounts payable	$	8,140		$	5,894
Accrued liabilities		7,286			7,202
Total current liabilities		15,426			13,096
Long-term portion of royalty payments		2,525			3,325
Other long-term liabilities		325			254
Total liabilities		18,276			16,675
Stockholders' equity:
Preferred stock		3,532			3,532
Common stock		32			32
Additional paid-in capital		194,156			193,063
Accumulated deficit		(67,005	)		(59,047	)
Accumulated other comprehensive income		8,953			6,033
Total AXT, Inc. stockholders' equity		139,668			143,613
Noncontrolling interest		5,878			7,301
Total stockholders' equity		145,546			150,914
Total liabilities and stockholders' equity	$	163,822		$	167,589