10-Q 1 f72112e10-q.txt FORM 10-Q DATED MARCH 31, 2001 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 --------------------- FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2001 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 Number 0-24085 --------------------- AXT, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 94-3031310 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 4281 TECHNOLOGY DRIVE, FREMONT, CALIFORNIA 94538 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (510) 683-5900 (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 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class Outstanding at March 31, 2001 ----- ----------------------------- Common Stock, $.001 par value 22,192,174
================================================================================ 2 AXT, INC. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements. Condensed Consolidated Balance Sheets at March 31, 2001 and December 31, 2000 Condensed Consolidated Income Statements for the three months ended March 31, 2001 and 2000 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and 2000 Notes To Condensed Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K Signatures
2 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements AXT, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except per share data)
March 31, December 31, 2001 2000 ----------- ------------ (Unaudited) Assets: Current assets Cash and cash equivalents $ 52,638 $ 68,585 Short-term investments 20,205 30,852 Accounts receivable 26,383 27,773 Inventories 57,887 51,846 Prepaid expenses and other current assets 6,374 3,603 Deferred income taxes 3,947 -- --------- --------- Total current assets 167,434 182,659 Property, plant and equipment 70,280 63,401 Investments 7,899 -- Other assets 2,198 3,312 Goodwill 1,389 848 --------- --------- Total assets $ 249,200 $ 250,220 ========= ========= Liabilities and Stockholders' Equity: Current liabilities Short-term bank borrowing $ 1,474 $ 1,353 Accounts payable 11,874 10,009 Accrued liabilities 22,451 16,651 Deferred income taxes -- 3,847 Current portion of long-term debt 2,365 4,355 Current portion of capital lease obligation 4,611 6,057 --------- --------- Total current liabilities 42,775 42,272 Long-term debt, net of current portion 16,232 15,123 Long-term capital lease, net of current portion 9,454 7,278 Other long-term liabilities 1,441 200 --------- --------- Total liabilities 69,902 64,873 --------- --------- Stockholders' equity: Preferred stock, $.001 par value; 2,000 shares authorized; 833 shares issued and outstanding 3,532 3,532 Common stock, $.001 par value per share; 40,000 shares authorized; 22,192 and 21,952 shares issued and outstanding 147,981 145,748 Deferred compensation (79) (107) Retained earnings 38,974 33,980 Other comprehensive income (loss) (11,110) 2,194 --------- --------- Total stockholders' equity 179,298 185,347 --------- --------- Total liabilities and stockholders' equity $ 249,200 $ 250,220 ========= =========
See accompanying notes to these unaudited condensed consolidated financial statements. 3 4 AXT, INC. CONDENSED CONSOLIDATED INCOME STATEMENTS (Unaudited) (In thousands, except per share data)
Three Months Ended March 31, 2001 2000 -------- -------- Revenue $ 40,103 $ 22,265 Cost of revenue 23,810 13,294 -------- -------- Gross profit 16,293 8,971 Operating expenses: Selling, general and administrative 5,867 3,207 Research and development 2,703 1,909 -------- -------- Total operating expenses 8,570 5,116 -------- -------- Income from operations 7,723 3,855 Interest expense 629 769 Other income (709) (186) -------- -------- Income before provision for income taxes 7,803 3,272 Provision for income taxes 2,809 1,244 -------- -------- Income from continuing operations 4,994 2,028 Loss from discontinued operations, net of tax benefits of $0 and $35 -- (56) -------- -------- Net Income $ 4,994 $ 1,972 ======== ======== Basic income (loss) per share: Income from continuing operations $ 0.23 $ 0.11 Loss from discontinued operations -- (0.00) Net income 0.23 0.11 Diluted income (loss) per share: Income from continuing operations $ 0.22 $ 0.10 Loss from discontinued operations -- (0.00) Net income 0.22 0.10 Shares used in per share calculations: Basic 22,097 18,596 Diluted 22,790 20,074
See accompanying notes to these unaudited condensed consolidated financial statements. 4 5 AXT, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Three Months Ended March 31, 2001 2000 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income: $ 4,994 $ 1,972 Adjustments to reconcile net income to cash provided by operations: Depreciation 1,778 1,503 Amortization of goodwill 71 149 Stock compensation 28 28 Changes in assets and liabilities: Accounts receivable 1,390 (2,520) Inventories (6,041) (5,001) Prepaid expenses and other current assets (1,707) (1,657) Other assets 355 (1,609) Accounts payable 1,865 5,673 Accrued liabilities 5,800 2,093 Other long-term liabilities 127 63 -------- -------- Net cash provided by operating activities 8,660 694 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (7,215) (4,204) Purchases of investments (18,722) -- Sale of investments 1,034 -- -------- -------- Net cash used in investing activities (24,903) (4,204) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from (payments of): Proceeds from issuance of common stock 2,233 1,194 Payments of capital leases (712) (254) Proceeds from short-term bank borrowings 121 1,530 Payments of long-term debt (881) (458) -------- -------- Net cash provided by financing activities 761 2,012 Effect of exchange rate changes (465) 33 -------- -------- Net decrease in cash and cash equivalents (15,947) (1,465) Cash and cash equivalents at the beginning of the period 68,585 6,062 -------- -------- Cash and cash equivalents at the end of the period $ 52,638 $ 4,597 ======== ======== Non cash activity: Purchase of PP&E through capital leases $ 1,442 $ 265 ======== ========
See accompanying notes to these unaudited condensed consolidated financial statements. 5 6 AXT, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1. Basis of Presentation The accompanying condensed consolidated financial statements for the three months ended March 31, 2001 and 2000 are unaudited. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with 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 generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial position, results of operations and cash flows of AXT, Inc. (the "Company") and its subsidiaries for all periods presented. Certain prior period reclassifications have been made to conform to the current period presentation. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. The results of operations are not necessarily indicative of the results to be expected in the future or for the full fiscal year. It is recommended that these condensed consolidated financial statements be read in conjunction with the Company's consolidated financial statements and the notes thereto included in its 2000 Annual Report on Form 10-K. Note 2. Investments The Company accounts for its cash equivalents and investments under Statement of Financial Accounting Standards No. 115 or SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities. The Company classifies all investments as available for sale and carried at fair market value, which is determined based on quoted market prices, with net unrealized gains and losses included in comprehensive income (loss), net of tax. The components of investments at March 31, 2001 are summarized below (in thousands):
Aggregate Unrealized Available for sale Cost Fair value Gain/(loss) ----------------------------------------------- -------- ---------- ----------- Money market $ 6,928 $ 6,928 $ -- Corporate bonds 14,855 14,857 2 Government agency bonds 3,029 3,040 11 Corporate equity securities 27,328 10,207 (17,121) -------- -------- --------- $ 52,140 $ 35,032 $ (17,108) ======== ======== ========= Recorded as: Cash equivalents $ 6,928 Investments due within one year 20,205 Investments due in over one year 7,899 -------- $ 35,032 ========
6 7 Note 3. Inventories The components of inventory are summarized below (in thousands):
March 31, December 31, 2001 2000 --------- ------------ Inventories, net: Raw materials $ 22,315 $ 20,623 Work in process 25,075 26,795 Finished goods 10,497 4,428 -------- -------- $ 57,887 $ 51,846 ======== ========
Note 4. Net Income Per Share Basic earnings per common share is calculated by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per common and common equivalent shares include the dilutive effect of common stock equivalents outstanding during the period calculated using the treasury stock method. Common stock equivalents consist of the shares issuable upon the exercise of stock options. A reconciliation of the numerators and denominators of the basic and diluted net income per share calculations is summarized below (in thousands except per share data):
Three Months Ended March 31, -------------------- 2001 2000 ------- ------- Numerator: Net income $ 4,994 $ 1,972 ======= ======= Denominator: Denominator for basic earnings per share - weighted average common shares 22,097 18,596 Effect of dilutive securities: Common stock options 693 1,478 ------- ------- Denominator for dilutive earnings per share $22,790 $20,074 ======= ======= Basic earnings per share $ 0.23 $.0.11 Diluted earnings per share $ 0.22 $ 0.10 Options excluded from diluted net income per share as the impact is antidilutive 818 18
7 8 Note 5. Comprehensive Income The components of comprehensive income are summarized below (in thousands):
Three Months Ended March 31, ----------------------- 2001 2000 -------- -------- Net Income $ 4,994 $ 1,972 Foreign currency translation gain (loss) (465) 33 Unrealized gain (loss) (12,839) -- -------- -------- Comprehensive income (loss) $ (8,310) $ 2,005 ======== ========
Note 6. Segment Information Selected industry segment information is summarized below (in thousands):
Three Months Ended March 31, ------------------------- 2001 2000 --------- --------- Substrates Division Net revenues from external customers $ 38,821 $ 19,125 Gross profit 17,934 8,682 Operating income 12,037 5,636 Identifiable assets 211,047 96,132 Visible Emitter Division Net revenues from external customers $ 1,282 $ 3,140 Gross profit (loss) (1,641) 289 Operating income (loss) (4,314) (1,781) Identifiable assets 36,960 25,516 Discontinued Consumer Products Division Identifiable assets $ 1,193 $ 6,281 Total Net revenues from external customers $ 40,103 $ 22,265 Gross profit 16,293 8,971 Operating income 7,723 3,855 Identifiable assets 249,200 127,929
The Company sells its products in the United States and in other parts of the world. Also, the Company has operations in China and Japan. Revenues by geographic location based on the country of the customer are summarized below (in thousands):
Three Months Ended March 31, -------------------- 2001 2000 ------- ------- Net revenues: United States $20,802 $10,933 Europe 7,480 2,523 Canada 1,254 -- Japan 4,001 2,122 Asia Pacific and other 6,566 6,687 ------- ------- Consolidated $40,103 $22,265 ======= =======
8 9 Note 7. Discontinued Operations On December 14, 2000, the Company's Board of Directors approved management's plan to exit the Company's unprofitable consumer products business. The Company expects to complete the plan by June 30, 2001. The remaining balance in accrued liabilities for anticipated expenses of asset disposal and operating losses through the estimated date of disposal is summarized below (in thousands):
Utilized Balance Reserve Cash Non-cash March 31, 2001 ------- -------- -------- -------------- Asset disposal $ 353 $ 49 $ -- $ 304 Operating losses 750 226 -- 524 ------- -------- -------- -------- $ 1,103 $ 275 $ -- $ 828 ======= ======== ======== ========
Note 8. Restructuring costs On December 14, 2000, the Company's Board of Directors approved management's plan to exit its unprofitable 650 nm laser diode product line within its visible emitter division. As a result, during the fourth quarter of 2000, the Company recorded a pre-tax restructuring charge of $8.2 million. The restructuring charge included $2.1 million for incremental costs and contractual obligations for such items as leasehold termination payments and other facility exit costs incurred as a direct result of this plan. Certain information with respect to restructuring costs is summarized below (in thousands):
Utilized Balance Reserve Cash Non-cash March 31, 2001 ------- -------- -------- -------------- Inventory write-off $ 1,844 $ -- $ 1,844 $ -- Property, plant and equipment write-off 3,436 -- 3,436 -- Goodwill write-off 848 -- 848 -- Other restructuring costs 2,124 32 121 1,971 ------- -------- -------- -------- $ 8,252 $ 32 $ 6,249 $ 1,971 ======= ======== ======== ========
The fair value of assets determined to be impaired in accordance with the guidance for assets to be held and used in SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," were the result of management estimates. The above noted exit costs were determined in accordance with EITF No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity." The restructuring actions, as outlined by the plan, are intended to be executed to completion by July 31, 2001. Note 9. Commitments The Company has entered into contracts to supply several large customers with GaAs wafers. The contracts guarantee the delivery of a certain number of wafers between January 1, 2001 and December 31, 2001 valued at $96.2 million. The contract sales prices are subject to review quarterly and can be adjusted in the event that raw material prices change. In the event of non-delivery of the determined wafer quantities in any monthly delivery period, the Company could be subject to non-performance penalties between 5% and 10% of the value of the delinquent monthly deliveries. Partial prepayments received for these supply contracts totaling $9.9 million are included in accrued liabilities at March 31, 2001. 9 10 Note 10. Recent Accounting Pronouncements In June 1998, the FASB issued Statement of Financial Accounting Standard No. 133, or SFAS 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS 133 established accounting and reporting standards for derivative instruments including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities. In June 2000, SFAS 133 was amended by SFAS 138. The Company has implemented SFAS 133 as amended by SFAS 137 during the quarter. The adoption of the provisions of SFAS 133 did not and does not have a material effect on the Company's financial position or results of operations. Note 11. Foreign Exchange Contracts and Transaction Losses The Company uses short-term forward exchange contracts for hedging purposes to reduce the effects of adverse foreign exchange rate movements. The Company has purchased foreign exchange contracts to hedge against certain trade accounts receivable denominated in Japanese yen. The change in the fair value of the forward contracts is recognized as part of the related foreign currency transactions as they occur. As of March 31, 2001, the Company's outstanding commitments with respect to the foreign exchange contracts, which were commitments to sell Japanese yen, had a total contract value of approximately $3.2 million. The Company incurred a foreign transaction exchange loss of $223,000 for the three months ended March 31, 2001 and a loss of $21,000 for the three months ended March 31, 2000. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This Management's Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. In this report, the words "anticipates," "believes," "expects," "future," "intends," and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 and the condensed consolidated financial statements included elsewhere in this report. Results of Operations The following table sets forth certain information relating to the operations of the Company expressed as a percentage of total revenues for the periods indicated: 10 11
Three Months Ended March 31, -------------------- 2001 2000 ------ ------ Revenues 100.0% 100.0% Cost of revenues 59.4 59.7 ------ ------ Gross profit 40.6 40.3 Operating expenses: Selling, general and administrative 14.6 14.4 Research and development 6.7 8.6 ------ ------ Total operating expenses 21.3 23.0 ------ ------ Income from operations 19.3 17.3 Interest expense 1.6 3.5 Other income (1.8) (0.8) ------ ------ Income before provision for income taxes 19.5 14.7 Provision for income taxes 7.0 5.6 ------ ------ Income from continuing operations 12.5 9.1 Loss from discontinued operations -- (0.3) ------ ------ Net Income 12.5% 8.9% ====== ======
Three months ended March 31, 2001 compared to three months ended March 31, 2000 Revenue from continuing operations. Revenue increased $17.8 million, or 80.1%, to $40.1 million for the three months ended March 31, 2001 compared to $22.3 million for the three months ended March 31, 2000. Revenue from our substrate division which represents 96.8% of total revenue for the three months ended March 31, 2001 increased $19.7 million, or 103.0%, to $38.8 million compared to $19.1 million for the three months ended March 31, 2000. Total GaAs substrate revenue increased $13.4 million, or 77.9%, to $30.6 million for the three months ended March 31, 2001 compared to $17.2 million for the three months ended March 31, 2000. Sales of 5" and 6" GaAs subtrates increased $9.1 million, or 650.0%, to $10.5 million for the three months ended March 31, 2001 compared to $1.4 million for the three months ended March 31, 2000. InP substrate revenue increased $5.7 million, or 317.0%, to $7.5 million for the three months ended March 31, 2001 compared to $1.8 million for the three months ended March 31, 2000. The increase in GaAs and InP substrate sales was a result of increased sales volume to existing and new customers due in part to strong growth in the fiber optic and wireless handset markets. Sales at our visible emitter division decreased $1.9 million, or 59.2% to $1.3 million due to a decrease in sales of laser diodes, offset by an increase in sales of HBLEDs and VCSELs. The decrease in laser diode sales is the result of exiting the 650 nm product line in the fourth quarter of 2000. International revenue decreased to 48.1% of total revenue for the three months ended March 31, 2001 compared to 50.9% of total revenue for the three months ended March 31, 2000. The decrease in the percentage of international revenue to total revenue was primarily the result of increased substrate sales in the United States. Gross margin. Gross margin increased to 40.6% of total revenue for the three months ended March 31, 2001 compared to 40.3% of total revenue for the three months ended March 31, 2000. The gross margin at the substrate division increased to 46.2% of substrate revenue for the three months ended March 31, 2001 compared to 45.4% of substrate revenue for the period ended March 31, 2000. The increase was primarily due to higher volume and the realization of lower labor and manufacturing overhead costs as a result of expanding our wafer production capacity in China. Gross margin at the visible emitter division decreased to negative 128.0% of visible emitter revenue for the three months ended March 31, 2001 compared to 9.2% of visible emitter revenue for the three 11 12 months ended March 31, 2000. The decrease was primarily due to increased costs associated with the start-up of HBLED and VCSEL product production and decreased sales of laser diodes. Selling, general and administrative expenses. Selling, general and administrative expenses increased $2.7 million, or 82.9%, to $5.9 million for the three months ended March 31, 2001 compared to $3.2 million for the three months ended March 31, 2000. As a percentage of total revenue, selling, general and administrative expenses were 14.6% for the three months ended March 31, 2001 compared to 14.4% for the three months ended March 31, 2000. The increase in selling, general and administrative expenses was primarily due to increases in personnel and related expenses required to support current and future increases in sales volume. Research and development expenses. Research and development expenses increased $794,000, or 41.6%, to $2.7 million for the three months ended March 31, 2001 compared to $1.9 million for the three months ended March 31, 2000. As a percentage of total revenue for these three-month periods, research and development expenses were 6.7% in 2001 and 8.6% in 2000. The increase was primarily the result of increases in personnel and related expenses and materials to support HDLED and VCSEL research and development at the visible emitter division and 6" GaAs and 4" InP substrate research and development at the substrate division. Interest expense. Interest expense decreased $140,000, or 18.2%, to $629,000 for the three months ended March 31, 2001 compared to $769,000 for the three months ended March 31, 2000 due to the repayment of debt. Other income and expense. Other income increased $523,000 to $709,000 for the three months ended March 31, 2001 compared to income of $186,000 for the three months ended March 31, 2000. The increase was primarily due to interest earned on cash and investments. Provision for income taxes. The effective tax rate decreased to 36.0% for the three months ended March 31, 2001 compared to 38.0% for the three months ended March 31, 2000. The decrease is primarily the result of shifting production to China. Liquidity and Capital Resources Cash and cash equivalents decreased $15.9 million to $52.6 million at March 31, 2001 compared to $68.6 million at December 31, 2000. Net cash provided by operating activities of $8.7 million for the three months ended March 31, 2001 was comprised primarily of net income adjusted for non-cash items of $1.9 million, and by $1.8 million provided by working capital and other activities. Net cash provided by working capital and other activities resulted primarily from increases in prepaid expenses and inventory, offset by increases in accounts payable and accrued liabilities. Net cash used in investing activities of $24.9 million primarily reflects $17.7 million in investments and $7.2 million in purchases of property and equipment. These capital expenditures were made to increase crystal growth and wafer processing capacity at the substrate division and to increase HBLED and VCSEL epitaxy growth and wafer processing capacity at the visible emitter division. We are currently constructing an additional 32,000 square foot building in Beijing, China to expand substrate wafer processing capacity and a 27,000 square foot building in El Monte, California to expand HBLED and VCSEL production. We are also constructing improvements to our existing production facilities in Fremont, California to increase crystal growth and wafer processing capacity. We expect to invest approximately $33.6 million in additional facilities and equipment over the next 9 months. Net cash provided by financing activities of $761,000 consisted of proceeds of $2.2 million from the sale of common stock and a $121,000 increase in short term bank borrowings offset by $881,000 used for principal and interest payments on long-term debt and $712,000 used for capital lease payments. 12 13 We currently have a $20.0 million line of credit with a commercial bank bearing interest at 175 basis points above LIBOR. This line of credit is secured by all of our assets, other than equipment, and expires on May 31, 2002. At March 31, 2001, there was no balance outstanding under the line of credit. We generally finance equipment purchases through secured equipment loans and capital leases over five-year terms at interest rates ranging from 6.0% to 9.0% per annum. Some of our manufacturing facilities have been financed by long-term borrowings, which were refinanced by taxable variable rate revenue bonds in 1998. These bonds mature in 2023 and bear interest at 200 basis points below the prime rate. The bonds are traded in the public market. Repayment of principal and interest under the bonds on a quarterly basis is supported by a letter of credit from our bank. We have the option to redeem the bonds in whole or in part during their term. At March 31, 2001, $10.2 million was outstanding under these bonds. We anticipate that the combination of existing cash on hand and the borrowings available under our current credit agreements will be sufficient to fund working capital and capital expenditure requirements for the next 12 months. However, our future capital requirements will be dependent on many factors including the rate of revenue growth, our profitability, the timing and extent of spending to support research and development programs, the expansion of our manufacturing facilities, the expansion of our selling and marketing and administrative activities and market acceptance of our products. We may need to obtain additional equity and debt financing in the future, which may not be available on acceptable terms or at all. Item 3. Quantitative and Qualitative Disclosures About Market Risk Since our Japanese and some Taiwanese invoices are denominated in Japanese yen, doing business in Japan and Taiwan subjects us to fluctuations in exchange rates between the U.S. dollar and the Japanese yen. We incurred a foreign transaction exchange loss of $223,000 for the three months ended March 31, 2001 and a loss of $21,000 for the three months ended March 31, 2000. We purchase foreign exchange contracts to economically hedge against certain trade accounts receivable in Japanese yen. The outstanding commitments with respect to such foreign exchange contracts had a total contract value of approximately $3.2 million as of March 31, 2001. Many of the contracts were entered into six months prior to the due date and the dates coincide with the receivable terms on customer invoices. By matching the receivable collection date and contract due date, we attempt to economically minimize the impact of foreign exchange fluctuations. The fair market value of long-term fixed and variable interest rate debt is subject to interest rate risk. The effect of an immediate 10% change in interest rates would not have a material impact on our future operating results or cash flows. Investments are valued at fair market value at March 31, 2001. There is no assurance that we will realize this value when we sell these investments in the future. Risks Related to Our Business Unpredictable fluctuations in our operating results could disappoint analysts or our investors, which could cause our stock price to decline. We may not be able to sustain our historical growth rate, and we may experience significant fluctuations in our revenue and earnings in the future. Our quarterly and annual revenue and operating results have varied significantly in the past and may vary significantly in the future due to a number of factors, including: - fluctuations in demand for our products; - expansion of our manufacturing capacity; - expansion of our operations in China; 13 14 - limited availability and increased cost of raw materials; - integration of Lyte Optronics and its business, operations and facilities with our operations; - the volume and timing of orders from our customers; - fluctuation of our manufacturing yields; - decreases in the prices of our competitors' products; - costs incurred in connection with any future acquisitions of businesses or technologies; - increases in our expenses, including expenses for research and development; and - our ability to develop, manufacture and deliver high quality products in a timely and cost-effective manner. Due to these factors, we believe that period-to-period comparisons of our operating results may not be a meaningful indicator of our future performance. It is possible that in some future quarter, our operating results may be below the expectations of securities analysts or investors. If this occurs, the price of our common stock would likely decline. If we fail to expand our manufacturing capacity, we may not be able to meet demand for our products, lower our costs or increase revenue. In order to increase production, we must build new facilities, expand our existing facilities and purchase additional manufacturing equipment. If we do not expand our manufacturing capacity, we will be unable to increase production, adversely impacting our ability to reduce unit costs, margins and improve our operating results. We are currently constructing additional capacity and facilities in California and China. Our expansion activities subject us to a number of risks, including: - unforeseen environmental or engineering problems; - unavailability or late delivery of production equipment; - delays in completing new facilities; - delays in bringing production equipment on-line; - work stoppages or delays; - unanticipated cost increases; and - restrictions imposed by requirements of local, state or federal regulatory agencies. If any of these risks occurs, construction may be costlier than anticipated and completion could be delayed, which could hurt our ability to expand capacity and increase our sales. In addition, if we experience delays in expanding our manufacturing capacity, we might not be able to timely meet customer requirements, and we could lose future sales. We are also making substantial investments in equipment and facilities as part of our capacity expansion. To offset the additional fixed operating expenses, we must increase our revenue by increasing production and improving yields. If demand for our products does not grow or if our yields do not improve as anticipated, we may be unable to offset these costs against increased revenue, which would adversely impact our operating results. 14 15 We have limited experience with some of our new products, and we may not be able to achieve anticipated sales of these products. To date, we have limited experience producing and selling our HBLED and VCSEL products, and we may be unable to successfully market and sell these products. To market and sell our HBLED and VCSEL products, we will have to develop additional distribution channels. In addition, we must apply our proprietary VGF technique to new substrate products and successfully introduce and market new opto-electronic semiconductor devices, including LED and VCSEL products. If we do not successfully develop new products to respond to rapidly changing customer requirements, our ability to generate sales and obtain new customers may suffer. Our success depends on our ability to offer new products that incorporate leading technology and respond to technological advances. In addition, our new products must meet customer needs and compete effectively on quality, price and performance. The life cycles of our products are difficult to predict because the markets for our products are characterized by rapid technological change, changing customer needs and evolving industry standards. If our competitors introduce products employing new technologies, our existing products could become obsolete and unmarketable. If we fail to offer new products, we may not generate sufficient revenue to offset our development costs and other expenses or meet our customers' requirements. Other companies, including IBM, are actively developing substrate materials that could be used to manufacture devices that could provide the same high-performance, low-power capabilities as GaAs-based devices at competitive prices. If these substrate materials are successfully developed and semiconductor device manufacturers adopt them, demand for our GaAs substrates could decline and our revenue could suffer. The development of new products can be a highly complex process, and we may experience delays in developing and introducing new products. Any significant delays could cause us to fail to timely introduce and gain market acceptance of new products. Further, the costs involved in researching, developing and engineering new products could be greater than anticipated. Our operating results depend in large part on further customer acceptance of our existing substrate products and on our ability to develop new products based on our core VGF technology. A majority of GaAs substrates are manufactured from crystals grown using the traditional Liquid Encapsulated Czochralski, or LEC, or Horizontal-Bridgeman, or HB, techniques. In order to expand sales of our products, we must continue to promote our VGF technique as a preferred process for producing substrates, and we must offer products with superior prices and performance on a timely basis and in sufficient volumes. If we fail to gain increased market acceptance of our VGF technique, we may not achieve anticipated revenue growth. Intense competition in the markets for our products could prevent us from increasing revenue and sustaining profitability. The markets for our products are intensely competitive. We face competition for our substrate products from other manufacturers of substrates, such as Freiberger, Hitachi Cable, Japan Energy, Litton Airtron and Sumitomo Electric and from semiconductor device manufacturers that produce substrates for their own use, and from companies, such as IBM, that are actively developing alternative materials to GaAs. We believe that at least one of our competitors has recently begun shipping GaAs substrates manufactured using a technique similar to our VGF technique. Other competitors may develop and begin using similar technology. If we are unable to compete effectively, our revenue may not increase and we may not continue to be profitable. We face many competitors that have a number of significant advantages over us, particularly in our compound semiconductor device products, including: - greater experience in the business; - more manufacturing experience; 15 16 - broader name recognition; and - significantly greater financial, technical and marketing resources. Our competitors could develop new or enhanced products that are more effective than the products that we have developed or may develop. For example, some competitors in the HBLED market offer devices that are brighter than our HBLEDs. Some of our competitors may also develop technologies that enable the production of commercial products with characteristics similar to or better than ours, but at a lower cost. We expect the intensity of competition to increase in the future. Competitive pressures could reduce our market share, require us to reduce the prices of our products, affect our ability to recover costs or result in reduced gross margins. If we have low product yields, the shipment of our products may be delayed and our operating results may be adversely impacted. Our products are manufactured using complex technologies, and the number of usable substrates and devices we can produce can fluctuate as a result of many factors, including: - impurities in the materials used; - contamination of the manufacturing environment; - substrate breakage; - equipment failure, power outages or variations in the manufacturing process; and - performance of personnel involved in the manufacturing process. Because many of our manufacturing costs are fixed, our revenue could decline if our yields decrease. We have experienced product shipment delays and difficulties in achieving acceptable yields on both new and older products, and delays and poor yields have adversely affected our operating results. We may experience similar problems in the future and we cannot predict when they may occur or their severity. In addition, many of our manufacturing processes are new and are still being refined, which can result in lower yields, particularly as we focus on producing higher diameter substrates and new opto-electronic semiconductor devices. For example, we recently began manufacturing six-inch GaAs wafers and have also made substantial investments in equipment and facilities to manufacture blue, green and cyan HBLEDs. If we are unable to produce adequate quantities of our high-brightness LEDs and VCSELs, we may not be able to meet customer demand and our revenue may decrease. Demand for our products may decrease if our customers experience difficulty manufacturing, marketing or selling their products. Our products are used as components in our customers' products. Accordingly, demand for our products is subject to factors affecting the ability of our customers to successfully introduce and market their products, including: - the competition our customers face in their particular industries; - the technical, manufacturing, sales and marketing and management capabilities of our customers; - the financial and other resources of our customers; and - the inability of our customers to sell their products if they infringe third party intellectual property rights. 16 17 If demand for the products offered by our customers decreases, our customers may reduce purchases of our products. We purchase critical raw materials from single or limited sources, and could lose sales if these sources fail to fill our needs. We depend on a limited number of suppliers for certain raw materials, components and equipment used in manufacturing our products, including key materials such as gallium, arsenic and quartz. We generally purchase these materials through standard purchase orders and not pursuant to long-term supply contracts and none of our suppliers guarantees supply of raw materials to us. If we lose any of our key suppliers, our manufacturing efforts could be significantly hampered and we could be prevented from timely producing and delivering products to our customers. We have experienced delays obtaining critical raw materials, including gallium, due to shortages of these materials. We may experience delays due to shortages of materials and may be unable to obtain an adequate supply of materials. These shortages and delays could result in higher materials costs and cause us to delay or reduce production of our products. If we have to delay or reduce production, we could fail to meet customer delivery schedules, and our revenue and operating results could suffer. If we fail to comply with environmental regulations, we may be subject to significant fines or cessation of our operations. We are subject to federal, state and local environmental laws and regulations. These laws, rules and regulations govern the use, storage, discharge and disposal of hazardous chemicals during manufacturing, research and development and sales demonstrations. If we fail to comply with applicable regulations, we could be subject to substantial liability for clean-up efforts, personal injury and fines or suspension or cessation of our operations. We are cooperating with the California Occupational Safety and Health Administration, or Cal-OSHA, in an investigation primarily regarding impermissible levels of potentially hazardous materials in certain areas of our manufacturing facility in Fremont, California. In May 2000, Cal-OSHA levied a fine against us in the amount of $313,655 for alleged health and safety violations. In March 2001, we settled on an amount of $200,415, and have put in place engineering, administrative and personnel protective equipment programs to address these issues. Our ability to expand or continue to operate our present locations could be restricted or we could be required to acquire costly remediation equipment or incur other significant expenses. In addition, existing or future changes in laws or regulations may require us to incur significant expenditures or liabilities, or may restrict our operations. The loss of one or more of our key substrate customers would significantly hurt our operating results. A small number of substrate customers have historically accounted for a substantial portion of our total revenue. Our five largest customers accounted for 32.9% of our total revenue from continuing operations for the three months ended March 31, 2001 and 22.1% for the three months ended March 31, 2000. No customer accounted for more than 10.0% of our total revenue. Our substrate revenue accounted for 96.8% of our total revenue from continuing operations for the three months ended March 31, 2001 and 85.9% for the three months ended March 31, 2000. We expect that a significant portion of our future revenue will continue to be derived from a limited number of substrate customers. Our customers are not obligated to purchase a specified quantity of our products or to provide us with binding forecasts of product purchases. In addition, our customers may reduce, delay or cancel orders at any time without any significant penalty. If we lose a major customer or if a customer cancels, reduces or delays orders, our revenue would decline. In addition, customers that have accounted for significant revenue in the past may not continue to generate revenue for us in any future period. Defects in our products could diminish demand for our products. Our products are complex and may contain defects. In the past we have experienced quality control problems with some of our LED and consumer products, which caused customers to return products to us. If we continue to experience quality control problems, or experience these problems in our other products, customers may cancel or reduce orders or purchase products from our competitors. Defects in our products could cause us to incur higher manufacturing costs and suffer product returns and additional service expenses, all of which could adversely impact our operating results. 17 18 We are also developing new products and product enhancements, including substrates and compound semiconductor device products. If our new products contain defects when released, our customers may be dissatisfied and we may suffer negative publicity or customer claims against us, lose sales or experience delays in market acceptance of our new products. Cyclicality in the semiconductor industry could cause our operating results to fluctuate significantly. Our business depends in significant part upon manufacturers of semiconductor devices, as well as the current and anticipated market demand for such devices and the products using such devices. The semiconductor industry is highly cyclical. The industry has in the past, and will likely in the future, experience periods of oversupply that result in significantly reduced demand for semiconductor devices and components, including our products. When these periods occur, our operating results and financial condition are adversely affected. Our substrate and opto-electronic semiconductor device products have a long sales cycle that makes it difficult to plan our expenses and forecast our results. Customers typically place orders with us for our substrate and opto-electronic semiconductor device products three months to a year or more after our initial contact with them. The sale of our products may be subject to delays due to our customers' lengthy internal budgeting, approval and evaluation processes. During this time, we may incur substantial expenses and expend sales, marketing and management efforts while the customers evaluate our products. These expenditures may not result in sales of our products. If we do not achieve anticipated sales in a period as expected, we may experience an unplanned shortfall in our revenue. As a result, we may not be able to cover expenses, causing our operating results to vary. In addition, if a customer decides not to incorporate our products into its initial design, we may not have another opportunity to sell products to this customer for many months or even years. We anticipate that sales of any future substrate and opto-electronic semiconductor device products under development will also have lengthy sales cycles and will, therefore, be subject to risks substantially similar to those inherent in the lengthy sales cycle of our current substrate and opto-electronic semiconductor device products. If we fail to manage our potential growth, our operations may be disrupted. We have experienced a period of rapid growth and expansion that has strained our management and other resources, and we expect this rapid growth to continue. Our acquisition of Lyte Optronics, together with expansion of our manufacturing capacity, has placed and continues to place a significant strain on our operations and management resources. If we fail to manage our growth effectively, our operations may be disrupted. To manage our growth effectively, we must implement additional and improved management information systems, further develop our operating, administrative, financial and accounting systems and controls, add experienced senior level managers, and maintain close coordination among our executive, engineering, accounting, marketing, sales and operations organizations. We will spend substantial sums to support our growth and may incur additional unexpected costs. Our systems, procedures or controls may not be adequate to support our operations, and we may be unable to expand quickly enough to exploit potential market opportunities. Our future operating results will also depend on expanding sales and marketing, research and development and administrative support. If we cannot attract qualified people or manage growth effectively, our business and operating results could be adversely affected. Any future acquisitions may disrupt our business, dilute stockholder value or distract management attention. As part of our strategy, we may consider acquisitions of, or significant investments in, businesses that offer products, services and technologies complementary to ours, such as our acquisition of Lyte Optronics in May 1999. Acquisitions entail numerous risks, including: - we may have difficulty assimilating the operations, products and personnel of the acquired businesses; 18 19 - our ongoing business may be disrupted; - we may incur unanticipated costs; - our management may be unable to manage the financial and strategic position of acquired or developed products, services and technologies; - we may be unable to maintain uniform standards, controls and procedures and policies; and - our relationships with employees and customers may be impaired as a result of any integration. For example, we incurred substantial costs in connection with our acquisition of Lyte Optronics, including the assumption of approximately $10.0 million of debt, much of which has been repaid or renegotiated, resulting in a decline of cash available. We incurred one-time charges and merger-related expenses of $2.8 million and an extraordinary item of $508,000 relating to the early extinguishment of debt in the quarter ended June 30, 1999 as a result of the acquisition. To the extent that we issue shares of our stock or other rights to purchase stock in connection with any future acquisitions, dilution to our existing stockholders will result and our earnings per share may suffer. Any future acquisitions may not generate additional revenue or provide any benefit to our business. If any of our facilities is damaged, we may not be able to manufacture our products. The ongoing operation of our manufacturing and production facilities in California and China is critical to our ability to meet demand for our products. If we are not able to use all or a significant portion of our facilities for prolonged periods for any reason, we will not be able to manufacture products for our customers. For example, a natural disaster, fire or explosion caused by our use of combustible chemicals and high temperatures during our manufacturing processes would render some or all of our facilities inoperable for an indefinite period of time. Actions outside of our control, such as earthquakes, could also damage our facilities, rendering them inoperable. All of our crystal growth is currently performed at our Fremont, California facilities, which are located very near to an active seismic fault line. If we are unable to operate our facilities and manufacture our products, we will lose customers and revenue and our business will be harmed. If we lose key personnel or are unable to hire additional qualified personnel as necessary, we may not be able to successfully manage our business or achieve our objectives. Our success depends upon the continued service of Morris S. Young, Ph.D., our president, chairman of the board and chief executive officer, as well as other key management and technical personnel. We do not have long-term employment contracts with, or key person life insurance on, any of our key personnel. We believe our future success will also depend in large part upon our ability to attract and retain highly skilled managerial, engineering, sales and marketing, finance and manufacturing personnel. The competition for these employees is intense, especially in Silicon Valley, and we cannot assure you that we will be successful in attracting and retaining new personnel. The loss of the services of any of our key personnel, the inability to attract or retain qualified personnel in the future or delays in hiring required personnel, particularly engineers, could make it difficult for us to manage our business and meet key objectives, including the timely introduction of new products. If we are unable to protect our intellectual property, we may lose valuable assets or incur costly litigation. We rely on a combination of patents, copyrights, trademark and trade secret laws, non-disclosure agreements and other intellectual property protection methods to protect our proprietary technology. However, we believe that, due to the rapid pace of technological innovation in the markets for our products, our ability to establish and maintain a position of technology leadership also depends on the skills of our development personnel. 19 20 Despite our efforts to protect our intellectual property, a third party could develop products or processes similar to ours. Our means of protecting our proprietary rights may not be adequate and our competitors may independently develop similar technology, duplicate our products or design around our patents. We believe that at least one of our competitors has begun to ship GaAs substrates produced using a process similar to our VGF technique. Our competitors may also develop and patent improvements to the VGF, LED and VCSEL technologies upon which we rely, and thus may limit any exclusivity we enjoy by virtue of our patents. It is possible that pending or future United States or foreign patent applications made by us will not be approved, that our issued patents will not protect our intellectual property, or that third parties will challenge the ownership rights or the validity of our patents. In addition, the laws of some foreign countries may not protect our proprietary rights to as great an extent as do the laws of the United States and it may be more difficult to monitor the use of our intellectual property. Our competitors may be able to legitimately ascertain non-patented proprietary technology embedded in our systems. If this occurs, we may not be able to prevent the development of technology substantially similar to ours. We may have to resort to costly litigation to enforce our intellectual property rights, to protect our trade secrets or know-how or to determine their scope, validity or enforceability. Enforcing or defending our proprietary technology is expensive, could cause us to divert resources and may not prove successful. Our protective measures may prove inadequate to protect our proprietary rights, and if we fail to enforce or protect our rights, we could lose valuable assets. We might face intellectual property infringement claims that may be costly to resolve and could divert management attention. Other companies may hold or obtain patents on inventions or may otherwise claim proprietary rights to technology necessary to our business. The markets in which we compete are comprised of competitors who in some cases hold substantial patent portfolios covering aspects of products that could be similar to ours. We could become subject to claims that we are infringing patent, trademark, copyright or other proprietary rights of others. Litigation to determine the validity of alleged claims could be time-consuming and result in significant expense to us and divert the efforts of our technical and management personnel, whether or not the litigation is ultimately determined in our favor. If a lawsuit is decided against us, we could be subject to significant liabilities, requiring us to seek costly licenses or preventing us from manufacturing and selling our products. We may not be able to obtain required licensing agreements on terms acceptable to us or at all. We derive a significant portion of our revenue from international sales, and our ability to sustain and increase our international sales involves significant risks. Our revenue growth depends in part on the expansion of our international sales and operations. International sales represented 48.1% of our total revenue from continuing operations for the three months ended March 31, 2001 and 40.3% for the three months ended March 31, 2000. We expect that sales to customers outside the U.S. will continue to represent a significant portion of our revenue. Our dependence on international sales involves a number of risks, including: - changes in tariffs, import restrictions and other trade barriers; - unexpected changes in regulatory requirements; - longer periods to collect accounts receivable; - changes in export license requirements; - political and economic instability; - unexpected changes in diplomatic and trade relationships; and 20 21 - foreign exchange rate fluctuations. Our sales are denominated in U.S. dollars, except for sales to our Japanese and some Taiwanese customers, which are denominated in Japanese yen. Thus, increases in the value of the U.S. dollar could increase the price of our products in non-U.S. markets and make our products more expensive than competitors' products in these markets. Also, denominating some sales in Japanese yen subjects us to fluctuations in the exchange rates between the U.S. dollar and the Japanese yen. The functional currencies of our Japanese and Chinese subsidiaries are the local currencies. We incur transaction gains or losses resulting from consolidation of expenses incurred in local currencies for these subsidiaries, as well as in translation of the assets and liabilities of these assets at each balance sheet date. If we do not effectively manage the risks associated with international sales, our revenue and financial condition could be adversely affected. If our expansion in China is more costly than we expect, our operating results will suffer. As part of our planned expansion of our manufacturing capacity, we are building new facilities and expanding existing facilities in China. If we are unable to build and expand our Chinese facilities in a timely manner, we may not be able to increase production of our products and increase revenue as planned. If our expansion in China proves more costly than we anticipate or we incur greater ongoing costs than we expect, our operating results would be adversely affected. If we do not realize expected cost savings once our expansion is complete in China, our margins may be negatively impacted and our operating results may suffer. Changes in China's political, social and economic environment may affect our financial performance. Our financial performance may be affected by changes in China's political, social and economic environment. The role of the Chinese central and local governments in the Chinese economy is significant. Chinese policies toward economic liberalization, and laws and policies affecting technology companies, foreign investment, currency exchange rates and other matters could change, resulting in greater restrictions on our ability to do business and operate our manufacturing facilities in China. Any imposition of surcharges or any increase in Chinese tax rates could hurt our operating results. The Chinese government could revoke, terminate or suspend our license for national security and similar reasons without compensation to us. If the government of China were to take any of these actions, we would be prevented from conducting all or part of our business. Any failure on our part to comply with governmental regulations could result in the loss of our ability to manufacture our products in China. China has from time to time experienced instances of civil unrest and hostilities. Confrontations have occurred between the military and civilians. Events of this nature could influence the Chinese economy, result in nationalization of foreign-owned operations such as ours, and could negatively affect our ability to operate our facilities in China. Our stock price has been and may continue to be volatile. Our stock price has fluctuated significantly since we began trading on the Nasdaq National Market. For the three months ended March 31, 2001, the high and low closing sales prices of our common stock were $44.56 and $14.50. A number of factors could cause the price of our common stock to continue to fluctuate substantially, including: - actual or anticipated fluctuations in our quarterly or annual operating results; - changes in expectations about our future financial performance or changes in financial estimates of securities analysts; - announcements of technological innovations by us or our competitors; - new product introduction by us or our competitors; - large customer orders or order cancellations; and 21 22 - the operating and stock price performance of comparable companies. In addition, the stock market in general has experienced extreme volatility that often has been unrelated to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance. We may need additional capital to fund expansion of our manufacturing capacity and our future operations, which may not be available. We may need additional capital to fund expansion of our manufacturing and production capacity and our future operations or acquisitions. If we raise additional capital through the sale of equity or debt securities, the issuance of such securities could result in dilution to existing stockholders. These securities could have rights, preferences and privileges that are senior to those of holders of our common stock. For example, in December 1998 we issued debt securities for the purchase and improvement of our facilities in Fremont, California. If we require additional capital in the future, it might not be available on acceptable terms, or at all. If we are unable to obtain additional capital when needed, we may be required to reduce the scope of our planned expansion of our manufacturing capacity or of our product development and marketing efforts, which could adversely affect our business and operating results. Provisions in our charter, bylaws or Delaware law may delay or prevent a change in control of our company. Provisions in our amended and restated certificate of incorporation and bylaws may have the effect of delaying or preventing a merger, acquisition or change of control of us, or changes in our management. These provisions include: - the division of our board of directors into three separate classes, each with three year terms; - the right of our board to elect a director to fill a space created by a board vacancy or the expansion of the board; - the ability of our board to alter our bylaws; - the ability of our board to authorize the issuance of up to 2,000,000 shares of blank check preferred stock; and - the requirement that only our board or the holders of at least 10% of our outstanding shares may call a special meeting of our stockholders. Furthermore, because we are incorporated in Delaware, we are subject to the provisions of Section 203 of the Delaware General Corporation Law. These provisions prohibit large stockholders, in particular those owning 15% or more of the outstanding voting stock, from consummating a merger or combination with a corporation unless: - 66 2/3% of the shares of voting stock not owned by these large stockholders approve the merger or combination, or - the board of directors approves the merger or combination or the transaction which resulted in the large stockholder owning 15% or more of our outstanding voting stock. 22 23 We and our suppliers rely on a continuous power supply to conduct operations, and California's current energy crisis could disrupt our business and increase our expenses California is in the midst of an energy crisis that could disrupt our operations and increase our expenses. In the event of an acute power shortage, that is, when power reserves for California fall below 1.5%, California has on some occasions implemented, and may in the future continue to implement, rolling blackouts throughout California. Some of our suppliers are located in California. As a result of this crisis, these suppliers may be unable to manufacture sufficient quantities of product to meet our needs, or they may increase the fees they charge us for their services. We do not have long-term contracts with these suppliers. The inability of our suppliers to provide us with adequate supplies of products would cause a delay in our ability to fulfill our customers' orders, which would hurt our business, and any increase in their fees could adversely affect our financial condition. In addition, certain critical operations are located in California. We currently do not have sufficient backup power generation capacity to maintain full manufacturing capacity in the event of a blackout. If blackouts interrupt our power supply, we would be temporarily unable to continue operations at our facilities. Any such interruption in our ability to continue operations at our facilities could damage our reputation, harm our ability to retain existing customers and to obtain new customers, and could result in lost revenue, any of which may substantially harm our business and results of operation. 23 24 PART II OTHER INFORMATION Item 1. Exhibits and reports on Form 8-K a. Exhibits None b. Reports on Form 8-K None 24 25 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. AXT, INC. Chief Executive Officer Dated: May 3, 2001 By: /s/ Morris S. Young ------------------------------- Morris S. Young Chief Financial Officer Dated: May 3, 2001 By: /s/ Donald L. Tatzin ------------------------------- Donald L. Tatzin Corporate Controller Dated: May 3, 2001 By: /s/ John Drury ------------------------------- John Drury 25