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): July 22, 2020

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) 438-4700

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, $0.001 par value	AXTI	The NASDAQ Stock Market LLC

Item 2.02 Results of Operations and Financial Condition

On July 22, 2020, AXT, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2020.  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 June 30, 2020, 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 July 22, 2020, regarding the financial results of AXT, Inc. for the quarter ended June 30, 2020.

EXHIBIT INDEX

Eptem
ExhibitNumber	Description
99.1	Press release dated July 22, 2020, regarding the financial results of AXT, Inc. for the quarter ended June 30, 2020.

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: July 22, 2020	By:	/s/ Gary L. Fischer
		Gary L. Fischer
		Chief Financial Officer and Corporate Secretary

EX-99.1

	Exhibit 99.1
	AXT, Inc. Second Quarter 2020 Results
	July 22, 2020
	Page 1 of 5

AXT, Inc. Announces Second Quarter 2020 Financial Results

FREMONT, Calif., July 22, 2020 – AXT, Inc. (NasdaqGS: AXTI), a leading manufacturer of compound semiconductor substrates, today reported financial results for the second quarter, ended June 30, 2020.

Management Qualitative Comments

“We view 2020 as a turning point in our business,” said Morris Young, chief executive officer. “There are clear signs in the marketplace that strategic applications like 5G, data centers, and passive optical networks (PON) are strengthening. In addition, we believe new applications across our portfolio are creating exciting incremental opportunities beginning later this year. Further, with the relocation of our gallium arsenide manufacturing largely completed and production ramping, we are now focusing on elevating our manufacturing and business processes to serve the needs of increasingly sophisticated applications and customer requirements. In total, we believe we are positioning ourselves for renewed revenue expansion and improving profitability.”

Second Quarter 2020 Results

Revenue for the second quarter of 2020 was $22.1 million, compared with $20.7 million in the first quarter of 2020 and $24.8 million for the second quarter of 2019.    

Gross margin was 30.6 percent of revenue for the second quarter of 2020, compared with 26.6 percent of revenue in the first quarter of 2020 and 34.3 percent for the second quarter of 2019.

Operating expenses were $6.3 million in the second quarter of 2020, compared with $6.2 million in the first quarter of 2020, and $6.2 million for the second quarter of 2019.  

Operating profit for the second quarter of 2020 was $0.5 million, compared with an operating loss of $0.6 million in the first quarter of 2020, and an operating profit of $2.3 million for the second quarter of 2019.

Other income, after deducting for associated taxes and the portion attributable to noncontrolling interests, net for the second quarter of 2020 was a charge of $0.1 million. This includes a grant of $1.6 million from a provincial government agency as an award for relocating to its province, $0.9 million for taxes and $0.6 million attributable to noncontrolling interests and a loss of $0.2 million from our unconsolidated joint ventures.

AXT, Inc. Second Quarter 2020 Results
	July 22, 2020
	Page 2 of 5

Net income in the second quarter of 2020 was $0.4 million, or $0.01 per share, compared with a net loss of $0.2 million or ($0.01) per share in the first quarter of 2020, and net income of $1.5 million or $0.04 per share for the second quarter of 2019.

Conference Call

The company will host a conference call to discuss these results today at 1:30 p.m. PT. The conference call can be accessed at (844) 892-6598 (passcode 2378158). The call will also be simulcast at www.axt.com. Replays will be available at (855) 859-2056 (passcode 2378158) until July 28, 2020. 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) 438-4700.

About AXT, Inc.

AXT is a material science company that develops and manufactures high-performance compound and single element semiconductor substrate wafers comprising indium phosphide (InP), gallium arsenide (GaAs) and germanium (Ge). The company’s substrate wafers are used when a typical silicon substrate wafer cannot meet the performance requirements of a semiconductor or optoelectronic device. End markets include 5G infrastructure, data center connectivity (silicon photonics), passive optical networks, LED lighting, lasers, sensors, power amplifiers for wireless devices and satellite solar cells. AXT’s worldwide headquarters are in Fremont, California where the company maintains its sales, administration and customer service functions.  AXT has manufacturing facilities in China and, as part of its supply chain strategy, has partial ownership in ten companies in China producing raw materials. For more information, see AXT’s website at http://www.axt.com.

Forward-Looking Statements

The foregoing paragraphs contain forward-looking statements within the meaning of the Federal securities laws, including, for example, statements regarding the market demand for our products, our growth prospects and opportunities for continued business expansion, our market opportunity, our relocation and our expectations with respect to our business prospects and financial results. These forward-looking statements are based upon assumptions that are subject to uncertainties and factors relating to the company’s operations and business environment, which could cause actual results 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: the timing and receipt of significant orders; the cancellation of orders and return of product; emerging applications using chips or devices fabricated on our substrates; end-user acceptance of products containing chips or devices fabricated on our substrates; our ability to bring new products to market; product announcements by our competitors; the ability to control costs and improve efficiency; the ability to utilize our manufacturing capacity; product yields and their impact on gross margins; the relocation of manufacturing lines and ramping of production; possible factory

AXT, Inc. Second Quarter 2020 Results
	July 22, 2020
	Page 3 of 5

shutdowns as a result of air pollution in China; COVID-19 or other outbreaks of a contagious disease; tariffs and other trade war issues; the financial performance of our partially owned supply chain companies; policies and regulations in China and other factors as set forth in the company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q 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. Second Quarter 2020 Results
	July 22, 2020
	Page 4 of 5

AXT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

	Three Months Ended				Six Months Ended
	June 30,				December 31,
	2020		2019		2020		2019
Revenue	$	22,134	$	24,797	$	42,857	$	45,005
Cost of revenue		15,366		16,291		30,567		29,804
Gross profit		6,768		8,506		12,290		15,201
Operating expenses:
Selling, general and administrative		4,747		4,769		9,496		9,492
Research and development		1,543		1,399		2,950		2,745
Total operating expenses		6,290		6,168		12,446		12,237
Income (loss) from operations		478		2,338		(156)		2,964
Interest income (expense), net		(39)		79		(68)		174
Equity in income (loss) of unconsolidated joint ventures		(168)		8		(288)		(1,446)
Other income (expense), net		1,608		(90)		2,974		(224)
Income before provision for income taxes		1,879		2,335		2,462		1,468
Provision for income taxes		920		597		1,286		753
Net income		959		1,738		1,176		715
Less: Net income attributable to noncontrolling interests		(598)		(287)		(993)		(368)
Net income attributable to AXT, Inc.	$	361	$	1,451	$	183	$	347
Net income attributable to AXT, Inc. per common share:
Basic	$	0.01	$	0.04	$	0.00	$	0.01
Diluted	$	0.01	$	0.04	$	0.00	$	0.01
Weighted-average number of common shares outstanding:
Basic		39,973		39,447		39,891		39,399
Diluted		40,750		40,123		40,543		40,045

AXT, Inc. Second Quarter 2020 Results
	July 22, 2020
	Page 5 of 5

AXT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

	June 30,		December 31,
	2020		2019
ASSETS
Current assets:
Cash and cash equivalents	$	26,515	$	26,892
Short-term investments		5,247		9,427
Accounts receivable, net		19,760		19,031
Inventories		49,586		49,152
Prepaid expenses and other current assets		9,621		8,703
Total current assets		110,729		113,205
Long-term investments		720		—
Property, plant and equipment, net		101,031		97,403
Operating lease right-of-use assets		2,722		2,938
Other assets		11,018		9,803
Total assets	$	226,220	$	223,349
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,540	$	10,098
Accrued liabilities		10,511		11,681
Bank loan		6,087		5,747
Total current liabilities		28,138		27,526
Long-term portion of royalty payments		1,177		—
Noncurrent operating lease liabilities		2,455		2,695
Other long-term liabilities		396		366
Total liabilities		32,166		30,587
Stockholders’ equity:
Preferred stock		3,532		3,532
Common stock		41		41
Additional paid-in capital		238,754		236,957
Accumulated deficit		(47,600)		(47,783)
Accumulated other comprehensive loss		(6,365)		(4,862)
Total AXT, Inc. stockholders’ equity		188,362		187,885
Noncontrolling interests		5,692		4,877
Total stockholders’ equity		194,054		192,762
Total liabilities and stockholders’ equity	$	226,220	$	223,349