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): April 28, 2010

AXT, INC.

(Exact name of registrant as specified in its charter)

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

4281 Technology Drive

Fremont, California  94538

(Address of principal executive offices) (Zip Code)

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

Not Applicable
(Former name or former address, if changed since last report)

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

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

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

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

oPre-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 April 28, 2010, AXT, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2010.  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 March 31, 2010, 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

99.1Press release dated April 28, 2010, regarding the financial results of AXT, Inc. for the quarter ended March 31, 2010.

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.
Date: April 28, 2010	By:	/s/ Raymond A. Low
		Raymond A. Low
		Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated April 28, 2010, regarding the financial results of AXT, Inc. for the quarter ended March 31, 2010.

4

EX-99.1

Exhibit 99.1

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

AXT, Inc. Announces First Quarter 2010 Financial Results

·Q1 FY 2010 Net Revenues: $18.6 million

·Q1 FY 2010 GAAP Gross Margin: 36.1 percent

·Q1 FY 2010 GAAP Net Income: $2.6 million; $0.08 per share (diluted)

FREMONT, Calif., Apr. 28, 2010 — AXT, Inc. (NasdaqGM: AXTI), a leading manufacturer of compound semiconductor substrates, today reported financial results for the first quarter ended March 31, 2010.

First Quarter 2010 Results

Revenue for the first quarter of 2010 was $18.6 million, compared with $17.8 million in the fourth quarter of 2009, and $7.7 million in the first quarter of 2009. Total gallium arsenide (GaAs) substrate revenue was $13.4 million for the first quarter of 2010, compared with $12.6 million in the fourth quarter of 2009, and $5.0 million in the first quarter of 2009.

Indium phosphide (InP) substrate revenue was $875,000 for the first quarter of 2010, compared with $513,000 in the fourth quarter of 2009, and $490,000 in the first quarter of 2009. Germanium (Ge) substrate revenue was $1.64 million compared with $1.85 million in the fourth quarter of 2009 and $622,000 in the first quarter of 2009. Raw materials sales were $2.7 million for the first quarter of 2010, compared with $2.8 million in the fourth quarter of 2009 and $1.5 million in the first quarter of 2009.

Gross margin was 36.1 percent of revenue for the first quarter of 2010. By comparison, gross margin in the fourth quarter of 2009 was 33.9 percent of revenue. Gross margin was negative 3.1 percent of revenue for the first quarter of 2009.

Operating expenses were $3.9 million in the first quarter of 2010, compared with $3.0 million in the fourth quarter of 2009, which included approximately $500,000 in one-time favorable year-end adjustments for professional fees, China pension funds and China union fees. Operating expenses in the first quarter of 2009 were $5.0 million, and included approximately $629,000 severance and stock compensation accrual

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

for the company’s former chief executive officer, and a $507,000 restructuring charge as a result of its reduction in force.

Income from operations for the first quarter of 2010 was $2.9 million compared with income from operations of $3.1 million in the fourth quarter of 2009, and loss from operations of $5.2 million in the first quarter of 2009.

Net interest and other income for the first quarter of 2010 was $94,000, which included $120,000 gain on investment notes that matured and an unrealized foreign exchange loss of $68,000. This compares with net interest and other expense of $92,000 in the fourth quarter of 2009, which included an unrealized foreign exchange loss of $140,000, and net interest and other expense of $378,000 in the first quarter of 2009, which included an unrealized foreign exchange loss of $409,000.

Net income in the first quarter of 2010 was $2.6 million or $0.08 per diluted share, compared with net income of $2.8 million or $0.09 per diluted share in the fourth quarter of 2009, and with a net loss of $5.5 million, or loss of $0.18 per diluted share in the first quarter of 2009.

Management Qualitative Comments

“This was another very good quarter for AXT,” said Morris Young, chief executive officer. “We have continued to experience solid demand for our products across all of our primary markets, driven by significant and extended market trends, such as the rapid expansion of wireless devices and subscribers, the increasing momentum in the adoption of LED technology and the growing interest in solar energy.  Further, our own execution has been strong throughout our engineering, manufacturing, sales and administrative functions. We have had tremendous success in continuing to develop our valuable, long-term customer relationships as well as penetrating new customers and new opportunities to drive our growth and diversify our base. In addition, our efforts to restructure and refocus our organization over the past nine months are resulting in tangible benefits in our efficiency, productivity and profitability — creating a solid foundation for our success in quarters to come.”

Outlook for Second Quarter, Ending June 30, 2010

AXT estimates revenue for the second quarter will increase to between $20.7 million and $21.5 million. The company estimates that net income per share will be between $0.08 and $0.09, which takes into account our weighted average share count of approximately 31.9 million shares.

Conference Call

The Company will also host a conference call to discuss these results on April 28, 2010 at 1:30 p.m. PDT. The conference call can be accessed at (719) 457-2705 (passcode 8474153). The call will also be simulcast on the Internet at www.axt.com. Replays will be available at (719) 457-0820 (passcode 8474153) until May 5, 2010. Financial and statistical information to be discussed in the call will be available on the company’s website immediately prior to commencement of the call. Additional investor information can be accessed at http://www.axt.com or by calling the company’s Investor Relations Department at (510) 683-5900.

About AXT, Inc.

AXT designs, develops, manufactures and distributes high-performance compound and single element semiconductor substrates comprising gallium arsenide (GaAs), indium phosphide (InP) and germanium

2

(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 five joint ventures producing raw materials. For more information, see AXT’s website at http://www.axt.com.

Safe Harbor Statement

###

The foregoing paragraphs contain forward-looking statements within the meaning of the Federal Securities laws, including statements regarding our outlook for the second quarter of 2010, our manufacturing efficiency improvements, our commitment to increased funding for our engineering and customer support efforts, trends in our key markets, our ability to accommodate demand for our products, our capital requirements and our business structures.  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 the factory closures or other delays by our customers on the timing of sales of 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 publicly any forward-looking statement, as a result of new information, future events or otherwise.

###

FINANCIAL TABLES TO FOLLOW

3

AXT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

	Three Months Ended
	March 31,
	2010			2009
Revenue	$	18,641		$	7,654
Cost of revenue	11,909			7,891
Gross profit (loss)	6,732			(237		)
Operating expenses:
Selling, general and administrative	3,419			4,006
Research and development	451			460
Restructuring charge	—			507
Total operating expenses	3,870			4,973
Income (loss) from operations	2,862			(5,210		)
Interest income, net	15			44
Other income (loss), net	79			(422		)
Income (loss) before provision (benefit) for income taxes	2,956			(5,588		)
Provision (benefit) for income taxes	246			4
Net income (loss)	2,710			(5,592		)
Less: Net income (loss) attributable to noncontrolling interest	(130		)	76
Net income (loss) attributable to AXT, Inc.	$	2,580		$	(5,516	)
Net income (loss) attributable to AXT, Inc. per common share:
Basic	$	0.08		$	(0.18	)
Diluted	$	0.08		$	(0.18	)
Weighted average number of common shares outstanding:
Basic	30,743			30,434
Diluted	31,792			30,434

- more -

AXT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

	March 31,			December 31,
	2010			2009
Assets:
Current assets
Cash and cash equivalents	$	20,607		$	16,934
Short-term investments	18,734			18,469
Accounts receivable, net	15,166			15,362
Inventories, net	28,141			27,718
Prepaid expenses and other current assets	3,067			2,411
Total current assets	85,715			80,894
Property, plant and equipment, net	20,293			20,853
Other assets	6,160			6,199
Total assets	$	112,168		$	107,946
Liabilities and stockholders’ equity:
Current liabilities
Accounts payable	$	6,894		$	5,571
Accrued liabilities	4,976			4,566
Current portion of long-term debt	77			76
Total current liabilities	11,947			10,213
Long-term debt, net of current portion	401			420
Other long-term liabilities	29			62
Total liabilities	12,377			10,695
Stockholders’ equity:
Preferred stock	3,532			3,532
Common stock	188,148			187,901
Accumulated deficit	(98,551		)	(101,130		)
Other comprehensive income	4,076			4,300
Total AXT, Inc. stockholders’ equity	97,205			94,603
Noncontrolling interest	2,586			2,648
Total stockholders’ equity	99,791			97,251
Total liabilities and stockholders’ equity	$	112,168		$	107,946