This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements relating to our expectations regarding results of operations, market and customer demand for our products, customer qualifications of our products, our ability to expand our markets or increase sales, emerging applications using chips or devices fabricated on our substrates, the development and adoption of new products, applications, enhancements or technologies, the life cycles of our products and applications, product yields and gross margins, expense levels, the impact of the adoption of certain accounting pronouncements, our investments in capital projects, ramping production at our new sites, potential severance costs with respect to the relocation of our gallium arsenide production line, our ability to have customers re-qualify substrates from our new manufacturing location in Dingxing,China , our ability to utilize or increase our manufacturing capacity, and our belief that we have adequate cash and investments to meet our needs over the next 12 months are forward-looking statements. Additionally, statements regarding completing steps in connection with the proposed listing of shares of our wafer manufacturing company,Beijing Tongmei Xtal Technology Co., Ltd. ("Tongmei"), on theShanghai Stock Exchange's Sci-Tech innovAtion boaRd (the "STAR Market"), being accepted to list shares of Tongmei on the STAR Market and the timing and completion of such listing of shares of Tongmei on the STAR Market are forward looking statements. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "goals," "should," "continues," "would," "could" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this annual report. Additionally, statements concerning future matters such as our strategy and plans, industry trends and the impact of trends, tariffs and trade wars, the potential or expected impact of the COVID-19 pandemic on our business, results of operations and financial condition, mandatory factory shutdowns inChina , changes in policies and regulations inChina and economic cycles on our business are forward-looking statements. Our 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 this report. These uncertainties and factors include but are not limited to: the withdrawal, cancellations or requests for redemptions by private equity funds inChina of their investments in Tongmei, the administrative challenges in satisfying the requirements of various government agencies inChina in connection with the investments in Tongmei and the listing of shares of Tongmei on the STAR Market, continued open access to companies to list shares on the STAR Market, investor enthusiasm for new listings of shares on the STAR Market and geopolitical tensions betweenChina andthe United States . Additional 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 shutdowns as a result of air pollution inChina or COVID-19; COVID-19 or other outbreaks of a contagious disease; the availability of COVID-19 vaccines; tariffs and other trade war issues; the financial performance of our partially owned supply chain companies; policies and regulations inChina ; and other factors as set forth in this Quarterly Report on Form 10-Q, including those set forth under the section entitled "Risk Factors" in Item 1A below. All forward-looking statements are based upon management's views as of the date of this quarterly report and are subject to risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated in such forward-looking statements. Such risks and uncertainties include those set forth under the section entitled "Risk Factors" in Item 1A below, as well as those discussed elsewhere in this quarterly report, and identify important factors that could disrupt or injure our business or cause actual results to differ materially from those predicted in any such forward-looking statements. These forward-looking statements are not guarantees of future performance. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Readers are urged to carefully review and consider the various disclosures made in this report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects. We undertake no obligation to revise or update any forward-looking statements in order to reflect any development, event or circumstance that may arise after the date of this report. This discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year endedDecember 31, 2021 and the condensed consolidated financial statements included elsewhere in this report. 33 Table of Contents OverviewAXT, Inc. ("AXT", "the company", "we," "us," and "our" refer toAXT, Inc. and its consolidated subsidiaries) is a worldwide materials science company that develops and produces high-performance compound and single element semiconductor substrates, also known as wafers. Two of our consolidated subsidiaries produce and sell certain raw materials some of which are used in our substrate manufacturing process and some of which are sold to other companies. Our substrate wafers are used when a typical silicon substrate wafer cannot meet the performance requirements of a semiconductor or optoelectronic device. The dominant substrates used in producing semiconductor chips and other electronic circuits are made from silicon. However, certain chips may become too hot or perform their function too slowly if silicon is used as the base material. In addition, optoelectronic applications, such as LED lighting and chip-based lasers, do not use silicon substrates because they require a wave form frequency that cannot be achieved using silicon. Alternative or specialty materials are used to replace silicon as the preferred base in these situations. Our wafers provide such alternative or specialty materials. We do not design or manufacture the chips. We add value by researching, developing and producing the specialty material wafers. We have two product lines: specialty material substrates and raw materials integral to these substrates. Our compound substrates combine indium with phosphorous (indium phosphide: InP) or gallium with arsenic (gallium arsenide: GaAs). Our single element substrates are made from germanium (Ge). InP is a high-performance semiconductor substrate used in broadband and fiber optic applications, 5G infrastructure and data center connectivity. InP substrates are also used in biometric wearables and other health monitoring applications. In recent years, InP demand has increased. Semi-insulating GaAs substrates are used to create various high-speed microwave components, including power amplifier chips used in cell phones, satellite communications and broadcast television applications. Semi-conducting GaAs substrates are used to create opto-electronic products, including high brightness light emitting diodes (HBLEDs) that are often used to backlight wireless handsets and liquid crystal display (LCD) TVs and also used for automotive panels, signage, display and lighting applications. A new application for semi-conducting GaAs substrates is 3-D sensing chips using VCSELs (vertical cavity surface emitting lasers) as an array of lasers on a single chip that can be used in cell phones and other devices. GaAs wafers could also be used for making vertical cavity surface emitting lasers (VCSELs) and micro-LEDs targeting improved screen technology. Ge substrates are used in applications such as solar cells for space and terrestrial photovoltaic applications. Our supply chain strategy includes two consolidated raw material companies. One of these consolidated companies produces pyrolytic boron nitride (pBN) crucibles used in the high temperature (typically in the range 500 C to 1,500 C) growth process of single crystal ingots, effusion rings when growing OLED (Organic Light Emitting Diode) tools, epitaxial layer growth in MOCVD (Metal-Organic Chemical Vapor Deposition) reactors and MBE (Molecular Beam Epitaxy) reactors. We use these pBN crucibles in our own ingot growth processes and they are also sold in the open market to other companies. The second consolidated company converts raw gallium to purified gallium. We use purified gallium in producing our GaAs substrates and it is also sold in the open market to other companies for use in producing magnetic materials, high temperature thermometers, single crystal ingots, including gallium arsenide, gallium nitride, gallium antimonite and gallium phosphide ingots, and other materials and alloys. In addition to purified gallium, the second consolidated company also produces InP base material which we then use to grow single crystal ingots. Our substrate product group generated 75%, 79% and 81% of our consolidated revenue and our raw materials product group generated 25%, 21% and 19% for 2021, 2020 and 2019, respectively. 34
Table of Contents
The following chart shows our substrate products and their materials, diameters and illustrative applications and shows our raw materials group primary products and their illustrative uses and applications.
Products
Substrate Group and Wafer Diameter Sample of Applications Indium Phosphide • Data center connectivity using light/lasers (InP) • 5G communications 2", 3", 4" • Fiber optic lasers and detectors • Passive Optical Networks (PONs) • Silicon photonics • Photonic Integrated circuits (PICs) • High efficiency terrestrial solar cells (CPV) • RF amplifier and switching (military wireless & 5G) • Infrared light-emitting diode (LEDs) motion control • Lidar for robotics and autonomous vehicles • Infrared thermal imagingGallium Arsenide • Wi-Fi devices (GaAs - semi-insulating) • IoT devices 1", 2", 3", 4", 5", 6" • High-performance transistors • Direct broadcast television • Power amplifiers for wireless devices • Satellite communications • High efficiency solar cells for drones and automobiles • Solar cellsGallium Arsenide • High brightness LEDs (GaAs - semi-conducting) • Screen displays using micro-LEDs 1", 2", 3", 4", 5", 6" • Printer head lasers and LEDs • 3-D sensing using VCSELs • Data center communication using VCSELs • Sensors for industrial
robotics/Near-infrared sensors
• Laser machining, cutting and drilling • Optical couplers • High efficiency solar cells for drones and automobiles • Other lasers • Night vision goggles • Lidar for robotics and autonomous vehicles • Solar cells Germanium • Multi-junction solar cells for satellites (Ge) • Optical sensors and detectors 2", 4", 6" • Terrestrial concentrated photo voltaic (CPV) cells • Infrared detectors • Carrier wafer for LEDRaw Materials Group 6N+ and 7N+ purified gallium • Key material in single crystal ingots such as: -Gallium Arsenide (GaAs) - Gallium Nitride (GaN) - Gallium Antimonite (GaSb) - Gallium Phosphide (GaP)Boron trioxide (B2O3) • Encapsulant in the ingot growth of III-V compound semiconductors Gallium-Magnesium alloy • Used for the synthesis of
organo-gallium compounds in epitaxial growth on semiconductor wafers pyrolytic boron nitride (pBN) crucibles • Used when growing single-crystal compound semiconductor ingots
• Used as effusion rings growing OLED tools pBN insulating parts • Used in MOCVD reactors • Used when growing epitaxial
layers in Molecular Beam Epitaxy (MBE) reactors
35 Table of Contents
All of our products are manufactured inthe People's Republic of China (PRC orChina ) by our PRC subsidiaries and PRC joint ventures. The PRC generally has favorable costs for facilities and labor compared with comparable facilities inthe United States ,Europe orJapan . Our supply chain includes partial ownership of raw material companies inChina (subsidiaries/joint ventures). We believe this supply chain arrangement provides us with pricing advantages, reliable supply, market trend visibility and better sourcing lead-times for key raw materials central to manufacturing our substrates. Our raw material companies produce materials, including raw gallium (4N Ga), high purity gallium (6N and 7N Ga), starting material for InP, arsenic, germanium, germanium dioxide, pyrolytic boron nitride (pBN) crucibles and boron oxide (B2O3). We have board representation in all of these raw material companies. We consolidate the companies in which we have either a controlling financial interest, or majority financial interest combined with the ability to exercise substantive control over the operations, or financial decisions, of such companies. We use the equity method to account for companies in which we have noncontrolling financial interest and have the ability to exercise significant influence, but not control, over such companies. We purchase portions of the materials produced by these companies for our own use and they sell the remainder of their production to third parties. TheBeijing city government is moving its offices into the district where our original manufacturing facility is currently located and is in the process of moving thousands of government employees into this district. The government has constructed showcase tower buildings and overseen the establishment of new apartment complexes, retail stores and restaurants. A large park, namedGreen Heart City Park , was built across the street from our facility andUniversal Studios has developed an amusement park within a few miles of our facility. To create room and upgrade the district, the city instructed virtually all existing manufacturing companies, including AXT, to relocate all or some of their manufacturing lines. We were instructed to relocate our gallium arsenide manufacturing lines. For reasons of manufacturing efficiency, we elected to also move part of our germanium manufacturing line. Our indium phosphide manufacturing line, as well as various administrative and sales functions, will remain primarily at our original site. Begun in 2017, the relocation of our gallium arsenide production lines is now completed. Our PRC subsidiary,Baoding Tongmei Xtal Technology Co., Ltd. ("Baoding Tongmei"), entered into volume production in 2020. To mitigate our risks and maintain our production schedule, we moved our gallium arsenide equipment in stages. ByDecember 31, 2019 , we had ceased all crystal growth for gallium arsenide in our original manufacturing facility inBeijing and transferred 100% of our ingot production to the new manufacturing facility of our PRC subsidiary,ChaoYang Tongmei Xtal Technology Co., Ltd. , in Kazuo, a city approximately 250 miles fromBeijing . We transferred our wafer processing equipment for gallium arsenide to Baoding Tongmei's new manufacturing facility in Dingxing, a city approximately 75 miles fromBeijing . Some of our larger, more sophisticated customers qualified gallium arsenide wafers from the new sites in 2020. A few customers, as well as prospective customers, are still in that process. These new facilities enabled us to expand capacity and upgrade some of the equipment. The new buildings are large enough that our PRC subsidiaries can install additional equipment if market demand increases or if we gain market share. Our PRC subsidiaries also acquired sufficient land to enable them to add facilities, if needed in the future. We believe our ability to add capacity gives us a competitive advantage. In addition, a new level of technological sophistication in our manufacturing capabilities will enable us to support the major trends that we believe are likely to drive demand for our products in the years ahead. Customer qualifications and expanding capacity as needed require us to continue to diligently address the many details that arise at both of the new sites. A failure to properly accomplish this could result in disruption to our production and have a material adverse impact on our revenue, our results of operations and our financial condition. If we fail to meet the product qualification and volume requirements of a customer, we may lose sales to that customer. Our reputation may also be damaged. Any loss of sales could have a material adverse effect on our revenue, our results of operations and our financial condition. OnNovember 16, 2020 , we announced a strategic initiative to accessChina's capital markets by beginning a process to list shares of Tongmei in an initial public offering (the "IPO") on the STAR Market, an exchange intended to support innovative companies inChina . We formed and founded Tongmei in 1998 and believe Tongmei has grown into a company that will be an attractive offering on the STAR Market. To qualify for a STAR Market listing, the first major step in the process was to engage private equity firms inChina ("Investors") to invest funds in Tongmei. ByDecember 31, 2020 , Investors, which consist of 10 private equity funds, had entered into two sets of definitive transaction documents, 36 Table of Contents each consisting of a capital increase agreement along with certain supplemental agreements in substantially the same form (collectively, the "Capital Investment Agreements"), with Tongmei for a total investment of approximately$48.1 million . (The currency used in the investment transactions was the Chinese renminbi, which has been converted to approximateU.S. dollars for this report.) The remaining investment of approximately$1.5 million of new capital was funded inJanuary 2021 . UnderChina regulations, these investments must be formally approved by the appropriate government agency and are not deemed to be dilutive until such approval is granted. The government approved the approximately$49 million investment in its entirety onJanuary 25, 2021 . In exchange for an investment of approximately$49 million , the Investors received a 7.28% redeemable noncontrolling interest in Tongmei. Pursuant to the Capital Investment Agreements with the Investors, each Investor has the right to require AXT to redeem any or all Tongmei shares held by such Investor at the original purchase price paid by such Investor, without interest, in the event the IPO fails to pass the audit of theShanghai Stock Exchange , is not approved by theChinese Securities Regulatory Commission ("CSRC") or Tongmei cancels the IPO application. The aggregate redemption amount is approximately$49 million . Tongmei submitted its IPO application to theShanghai Stock Exchange the application inDecember 2021 and it was formally accepted for review onJanuary 10, 2022 .The Shanghai Stock Exchange approved the IPO application onJuly 12, 2022 . The STAR Market IPO remains subject to review and approval by the CSRC and other authorities. The process of going public on the STAR Market includes several periods of review and, therefore, is a lengthy process. Subject to review and approval by the CSRC and other authorities, Tongmei expects to accomplish this goal in the second half of 2022, probably in the fourth quarter of 2022. The listing of Tongmei on the STAR Market will not change the status of AXT as aU.S. public company. An additional step in the STAR Market IPO process involves certain entity reorganizations and alignment of assets under Tongmei. In this regard our two consolidated raw material companies,Nanjing JinMei Gallium Co., Ltd. ("JinMei") andBeijing BoYu Semiconductor Vessel Craftwork Technology Co., Ltd. ("BoYu") and its subsidiaries were assigned to Tongmei inDecember 2020 . As ofJune 30, 2021 ,AXT-Tongmei, Inc. , a wholly owned subsidiary of AXT, was assigned to Tongmei. The assignment to Tongmei of JinMei, BoYu and its subsidiaries, andAXT-Tongmei, Inc. will increase the number of customers and employees attributable to Tongmei as well as increase Tongmei's consolidated revenue.
We are neither a PRC operating company nor do we conduct our operations in
[[Image Removed: Graphic]] The businesses of our PRC subsidiaries and PRC joint ventures are subject to complex and rapidly evolving laws and regulations in the PRC, which can change quickly with little advance notice. The PRC government is a single party form of government with virtually unlimited authority and power to intervene in or
influence commercial 37 Table of Contents
operations inChina . In the past, we have experienced such intervention or influence by the PRC government and a change in the rules and regulations inChina when we were instructed by theBeijing municipal government to relocate our manufacturing facility inBeijing and expect that such intervention or influence or change in the rules and regulations inChina could occur in the future. In the ordinary course of business, our PRC subsidiaries and PRC joint ventures require permits and licenses to operate in the PRC. Such permits and licenses include permits to use hazardous materials in manufacturing operations. From time to time, the PRC government issues new regulations, which may require additional actions on the part of our PRC subsidiaries and PRC joint ventures to comply. For example, onFebruary 27, 2015 , theChina State Administration of Work Safety updated its list of hazardous substances. The previous list, which was published in 2002, did not restrict the materials that we use in our wafers. The new list added gallium arsenide. In the ordinary course of business, our PRC subsidiaries and PRC joint ventures apply for permits as required. InSeptember 2018 , theTrump Administration announced a list of thousands of categories of goods that became subject to tariffs when imported intothe United States . This pronouncement imposed tariffs on the wafer substrates we imported intothe United States . The initial tariff rate was 10% and subsequently was increased to 25%. Approximately 10% of our revenue derives from importing our wafers intothe United States . For the six months endedJune 30, 2022 and 2021, we paid approximately$1.6 million and$0.6 million , respectively. Our independent registered public accounting firm isBPM LLP ("BPM"), which is registered with thePublic Company Accounting Oversight Board (the "PCAOB"). The Holding Foreign Companies Accountable Act (the "HFCA Act") requires that the PCAOB determine whether it is unable to inspect or investigate completely registered public accounting firms located in a non-U.S. jurisdiction because of a position taken by one or more authorities in that jurisdiction. OnDecember 16, 2021 , the PCAOB issued a report on its determinations that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in the PRC andHong Kong because of positions taken by PRC authorities in those jurisdictions. BPM is neither headquartered in the PRC orHong Kong nor is it subject to the determinations announced by the PCAOB. Critical Accounting Policies, Estimates and Change in Accounting Estimates We prepare our condensed consolidated financial statements in accordance with accounting principles generally accepted inthe United States of America . Accordingly, we make estimates, assumptions and judgments that affect the amounts reported on our condensed consolidated financial statements. These estimates, assumptions and judgments about future events and their effects on our results cannot be determined with certainty, and are made based upon our historical experience and on other assumptions that are believed to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. We have identified the policies below as critical to our business operations and understanding of our financial condition and results of operations. Critical accounting policies are material to the presentation of our condensed consolidated financial statements and require us to make difficult, subjective or complex judgments that could have a material effect on our financial reports and results of operations. They may require us to make assumptions about matters that are highly uncertain at the time of the estimate. Different estimates that we could have used, or changes in the estimate that are reasonably likely to occur, may have a material impact on our financial condition or results of operations.
Revenue Recognition
We manufacture and sell high-performance compound semiconductor substrates including indium phosphide, gallium arsenide and germanium wafers, and our consolidated subsidiaries sell certain raw materials, including high purity gallium (7N Ga), pyrolytic boron nitride (pBN) crucibles and boron oxide (B2O3). After we ship our products, there are no remaining obligations or customer acceptance requirements that would preclude revenue recognition. Our products are typically sold pursuant to purchase orders placed by our customers, and our terms and conditions of sale do not require customer acceptance. We account for a contract with a customer when there is a legally enforceable contract, 38
Table of Contents
which could be the customer's purchase order, the rights of the parties are identified, the contract has commercial terms, and collectibility of the contract consideration is probable. The majority of our contracts have a single performance obligation to transfer products and are short term in nature, usually less than six months. Our revenue is measured based on the consideration specified in the contract with each customer in exchange for transferring products that are generally based upon a negotiated, formula, list or fixed price. Revenue is recognized when control of the promised goods is transferred to our customer, which is either upon shipment from our dock, receipt at the customer's dock, or removal from consignment inventory at the customer's location, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivables are recorded at the invoiced amount and are not interest bearing. We review at least quarterly, or when there are changes in credit risks, the likelihood of collection on our accounts receivable balances and provide an allowance for doubtful accounts receivable for any expected credit losses primarily based upon the age of these accounts. We evaluate receivables fromU.S. customers with an emphasis on balances in excess of 90 days and for receivables from customers located outside theU.S. with an emphasis on balances in excess of 120 days and establish a reserve allowance on the receivable balances if needed. The reason for the difference in the evaluation of receivables between foreign andU.S. customers is thatU.S. customers have historically made payments in a shorter period of time than foreign customers. Foreign business practices generally require us to allow customer payment terms that are longer than those accepted inthe United States . We assess the probability of collection based on a number of factors, including the length of time a receivable balance has been outstanding, our past history with the customer and their credit-worthiness. We exercise judgment when determining the adequacy of our reserves as we evaluate historical bad debt trends, general economic conditions inthe United States and internationally, and changes in customer financial conditions. Uncollectible receivables are recorded as bad debt expense when a credit loss is expected through the establishment of an allowance, which would then be written off when all efforts to collect have been exhausted and recoveries are recognized when they are received. As ofJune 30, 2022 andDecember 31, 2021 , our accounts receivable, net balance was$38.8 million and$34.8 million , respectively, which was net of an allowance for doubtful accounts of$307,000 and$130,000 , respectively. If actual uncollectible accounts differ substantially from our estimates, revisions to the estimated allowance for doubtful accounts would be required, which could have a material impact on our financial results for the future periods.
Warranty Reserve
We maintain a product warranty based upon our claims experience during the prior twelve months and any pending claims and returns of which we are aware. Warranty costs are accrued at the time revenue is recognized. As ofJune 30, 2022 andDecember 31, 2021 , accrued product warranties totaled$839,000 and$743,000 , respectively. The increase in accrued product warranties is primarily attributable to increased claims for quality issues experienced by customers. If actual warranty costs or pending new claims differ substantially from our estimates, revisions to the estimated warranty liability would be required, which could have a material impact on our financial condition and results of operations for future periods.
Inventory Valuation
Inventories are stated at the lower of cost (approximated by standard cost) or net realizable value. Cost is determined using the weighted-average cost method. Our inventory consists of raw materials as well as finished goods and work in process that include material, labor and manufacturing overhead costs. We routinely evaluate the levels of our inventory in light of current market conditions in order to identify excess and obsolete inventory, and we provide a valuation allowance for certain inventories based upon the age and quality of the product and the projections for sale of the completed products. As ofJune 30, 2022 andDecember 31, 2021 , we had an inventory reserve of$22.1 million and$19.6 million , respectively, for excess and obsolete inventory and$135,000 and$66,000 , respectively, for lower of cost or net realizable value reserves. If actual demand for our products were to be substantially lower than estimated, 39 Table of Contents
additional inventory adjustments for excess or obsolete inventory might be required, which could have a material impact on our business, financial condition and results of operations.
Impairment of Investments
We classify marketable investments in debt securities as available-for-sale debt securities in accordance with Accounting Standards Codification ("ASC") Topic 320, Investments -Debt Securities . All available-for-sale debt securities with a quoted market value below cost (or adjusted cost) are reviewed in order to determine whether the decline is other-than-temporary. Factors considered in determining whether a loss is temporary include the magnitude of the decline in market value, the length of time the market value has been below cost (or adjusted cost), credit quality, and our ability and intent to hold the securities for a period of time sufficient to allow for any anticipated recovery in market value. We also review our debt investment portfolio at least quarterly, or when there are changes in credit risks or other potential valuation concerns to identify and evaluate whether an allowance for expected credit losses or impairment would be necessary. We also invest in equity instruments of privately-held companies inChina for business and strategic purposes. Investments in our unconsolidated joint venture companies are classified as other assets and accounted for under either the equity or cost method, depending on whether we have the ability to exercise significant influence over their operations or financial decisions. We monitor our investments for impairment and record reductions in carrying value when events or changes in circumstances indicate that the carrying value may not be recoverable. Determination of impairment is highly subjective and is based on a number of factors, including an assessment of the strength of each company's management, the length of time and extent to which the fair value has been less than our cost basis, the financial condition and near-term prospects of the company, fundamental changes to the business prospects of the company, share prices of subsequent offerings, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in our carrying value. There were no impairment charges during the three and six months endedJune 30, 2022 and 2021.
Fair Value of Investments
ASC 820, establishes three levels of inputs that may be used to measure fair value.
Level 1 instruments represent quoted prices in active markets. Therefore, determining fair value for Level 1 instruments does not require significant management judgment, and the estimation is not difficult.
Level 2 instruments include observable inputs other than Level 1 prices, such as quoted prices for identical instruments in markets with insufficient volume or infrequent transactions (less active markets), issuer bank statements, credit ratings, non-binding market consensus prices that can be corroborated with observable market data, model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities, or quoted prices for similar assets or liabilities. These Level 2 instruments require more management judgment and subjectivity compared to Level 1 instruments, including:
Determining which instruments are most comparable to the instrument being
priced requires management to identify a sample of similar securities based on
? the coupon rates, maturity, issuer, credit rating, and instrument type, and
subjectively select an individual security or multiple securities that are
deemed most similar to the security being priced.
Determining which model-derived valuations to use in determining fair value
requires management judgment. When observable market prices for similar
securities or similar securities are not available, we price our marketable
? debt instruments using non-binding market consensus prices that are
corroborated with observable market data or pricing models, such as discounted
cash flow models, with all significant inputs derived from or corroborated with
observable market data. 40 Table of Contents Level 3 instruments include unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity. We place short-term foreign currency hedges that are intended to offset the potential cash exposure related to fluctuations in the exchange rate betweenthe United States dollar and Japanese yen. We measure the fair value of these foreign currency hedges at each month end and quarter end using current exchange rates and in accordance with generally accepted accounting principles. At quarter end any foreign currency hedges not settled are netted in "Accrued liabilities" in the condensed consolidated balance sheets and classified as Level 3 assets and liabilities. As ofJune 30, 2022 , the net change in fair value from the placement of the hedge to settlement at each month end during the quarter had a de minimis impact to the condensed consolidated results.
There have been no transfers between fair value measurement levels during the
three months ended
Impairment of Long-Lived Assets
We evaluate the recoverability of property, equipment and intangible assets in accordance with ASC Topic 360, Property, Plant and Equipment. When events and circumstances indicate that long-lived assets may be impaired, we compare the carrying value of the long-lived assets to the projection of future undiscounted cash flows attributable to these assets. In the event that the carrying value exceeds the future undiscounted cash flows, we record an impairment charge against income equal to the excess of the carrying value over the assets' fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets held for sale are carried at the lower of carrying value or estimated net realizable value. We had no "Assets held for sale" or any impairment of long-lived assets in the condensed consolidated balance sheets as ofJune 30, 2022 andDecember 31, 2021 .
Stock-based Compensation
We account for stock-based compensation in accordance with ASC Topic 718, Stock-based Compensation. Share-based awards granted include stock options and restricted stock awards. We utilize the Black-Scholes option pricing model to estimate the grant date fair value of stock options, which requires the input of highly subjective assumptions, including estimating stock price volatility and expected term. Historical volatility of our stock price was used while the expected term for our options was estimated based on historical option exercise behavior and post-vesting forfeitures of options, and the contractual term, the vesting period and the expected term of the outstanding options. Further, we apply an expected forfeiture rate in determining the amount of share-based compensation. We use historical forfeitures to estimate the rate of future forfeitures. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our stock compensation. The cost of restricted stock awards is determined using the fair value of our common stock on the date of grant. The award of performance Restricted Stock covering Shares (the "Performance Award") will be subject to vesting requirements relating to both the recipient of the Performance Award (the "Participant") continuously remaining a Service Provider through specified dates and achievement of specified performance-based criteria ("Performance Goal"). Any capitalized term not defined herein will have the meaning ascribed to such term in the 2015 Equity Incentive Plan. The Performance Goal will be measured over the Company's fiscal year 2021 or 2022 (each a "Performance Period").
The financial Performance Goal is a metric based upon prior year-end actual results as compared to the Company's current year-end actual results. All performance shares, if earned, are still subject to annual vesting over a four-year period except that no shares are vested on the first anniversary because the performance measurement is based on year-end results for the entire year.
41 Table of Contents We recognize the compensation costs net of an estimated forfeiture rate over the requisite service period of the options award, which is generally the vesting term of four years. Compensation expense for restricted stock awards is recognized over the vesting period, which is generally one, three or four years. Stock-based compensation expense is recorded in cost of revenue, research and development, and selling, general and administrative expenses.
Income Taxes
We account for income taxes in accordance with ASC Topic 740, Income Taxes ("ASC 740"), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that a portion of the deferred tax asset will not be realized. We provide for income taxes based upon the geographic composition of worldwide earnings and tax regulations governing each region, particularlyChina . The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws, particularly in foreign countries such asChina .
See Note 14-"Income Taxes" in the notes to condensed consolidated financial statements for additional information.
Impact of the COVID-19 Pandemic
InMarch 2020 , theWorld Health Organization declared the outbreak of COVID-19 to be a pandemic, which continues to be spread throughout the world. InMarch 2020 , the President ofthe United States declared the COVID-19 outbreak a national emergency. For much of the three months endedMarch 31, 2020 , our manufacturing facilities inChina were operating at reduced staffing levels to limit the risk of COVID-19 exposure for our employees. The Chinese government mandates have evolved, allowing us to return to full staffing levels at all three manufacturing locations inChina . We are unable to accurately predict the full impact of the COVID-19 pandemic due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, the potential resurgence of the outbreak as a result of variants in countries that had previously contained the outbreak, the availability of COVID-19 vaccines and the number of peoplewho are vaccinated, the effect of the outbreak on transportation, such as reduced availability of air transport, port closures, and increased border controls or closures, the impact of the outbreak on our customers and additional actions that may be taken by government authorities to contain the outbreak, such as lockdowns inChina that may require the temporary closure of one or more of our manufacturing facilities inChina and travel restrictions betweenChina and theU.S. that have disrupted our normal movement to and fromChina and impacted our efficiency. As a result of these factors, we believe that the COVID-19 pandemic could have a material adverse impact on our business, condensed consolidated results of operations and financial condition until the COVID-19 pandemic subsides and related public health measures are reduced or eliminated. Results of Operations Revenue Three Months Ended Six Months Ended June 30, Increase June 30, Increase 2022 2021 (Decrease) % Change 2022 2021 (Decrease) % Change Product Type: ($ in thousands)
($ in thousands) Substrates$ 31,694 $ 24,905 $ 6,789 27.3 %$ 63,439 $ 48,278 $ 15,161 31.4 % Raw materials and other 7,793 8,830 (1,037) (11.7) % 15,701 16,807 (1,106) (6.6) % Total revenue$ 39,487 $ 33,735 $ 5,752 17.1 %$ 79,140 $ 65,085 $ 14,055 21.6 % Revenue increased$5.8 million , or 17.1%, to$39.5 million for the three months endedJune 30, 2022 from$33.7 million for the three months endedJune 30, 2021 . The substrate revenue increase for the three months endedJune 30, 2022 as compared to the same period in 2021 was primarily the result of higher demand for our InP wafer substrates 42 Table of Contents followed by an increase in revenue for semi-conducting GaAs and Ge wafer substrates. Demand for InP wafer substrates used in 5G and 5G related technologies was a primary contributor to InP revenue growth. In addition, data center connectivity applications contributed to InP revenue. Demand for GaAs wafer substrates used in LED applications was the primary contributor to GaAs revenue growth, primarily in automotive applications and high-end signage. In addition, we had continued strength in high-power industrial laser applications. Raw materials sales decreased$1.0 million , or 11.7%, to$7.8 million for the three months endedJune 30, 2022 as compared to the same period in 2021. The decrease in raw materials revenue for the three months endedJune 30, 2022 as compared to the same period in 2021 was primarily the result of a decrease in sales of refined gallium partially offset by increased sales of pBN crucibles resulting from stronger market demand. Revenue increased$14.1 million , or 21.6%, to$79.1 million for the six months endedJune 30, 2022 from$65.1 million for the six months endedJune 30, 2021 . The substrate revenue increase for the six months endedJune 30, 2022 as compared to the same period in 2021 was primarily the result of higher demand for our InP wafer substrates followed by an increase in revenue for semi-conducting GaAs and Ge wafer substrates. Demand for InP wafer substrates used in 5G and 5G related technologies was a primary contributor to InP revenue growth. In addition, data center connectivity applications contributed to InP revenue. Demand for GaAs wafer substrates used in LED applications was the primary contributor to GaAs revenue growth, primarily in automotive applications and high-end signage. In addition, we had continued strength in high-power industrial laser applications. Raw materials sales decreased$1.1 million , or 6.6%, to$15.7 million for the six months endedJune 30, 2022 as compared to the same period in 2021. The decrease in raw materials revenue for the six months endedJune 30, 2022 as compared to the same period in 2021 was primarily the result of a decrease in sales of refined gallium partially offset by increased sales of pBN crucibles resulting from stronger market demand. Revenue byGeographic Region Three Months Ended 2021 to 2022 June 30, Increase 2022 2021 (Decrease) % Change ($ in thousands) China$ 18,445 $ 15,546 $ 2,899 18.6 % % of total revenue 47 % 46 % Taiwan 7,044 4,996 2,048 41.0 % % of total revenue 18 % 15 % Japan 2,718 2,635 83 3.1 % % of total revenue 7 % 8 %Asia Pacific (excludingChina , Taiwan and Japan) 662 1,396 (734) (52.6) % % of total revenue 2 % 4 % Europe (primarily Germany) 5,299 6,411 (1,112) (17.3) % % of total revenue 13 % 19 %North America (primarily the United States) 5,319 2,751 2,568 93.3 % % of total revenue 13 % 8 % Total revenue$ 39,487 $ 33,735 $ 5,752 17.1 %
Revenue inChina increased$2.9 million for the three months endedJune 30, 2022 , primarily due to higher demand for our GaAs and Ge wafer substrates and pBN crucibles sold by one of our consolidated subsidiaries, partially offset by lower demand for our refined gallium sold by one of our consolidated subsidiaries and InP wafer substrates. Revenue inTaiwan increased$2.0 million , primarily due to higher demand for our InP and GaAs wafer substrates. Revenue inJapan increased$0.1 million primarily due to higher demand for pBN crucibles sold by one of our consolidated subsidiaries, partially offset by lower demand for our InP and GaAs wafer substrates. Revenue inAsia Pacific decreased by$0.7 million , primarily due to decreased demand for our GaAs and InP wafer substrates and pBN crucibles sold by one of our consolidated subsidiaries. Revenue inEurope decreased by$1.1 million primarily due to decreased demand for our Ge and GaAs wafer substrates and pBN crucibles sold by one of our consolidated subsidiaries partially offset by increased demand for our InP wafer substrates. Revenue inNorth America increased by$2.6 million 43
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due to higher demand for our InP wafer substrates and pBN crucibles sold by one of our consolidated subsidiaries partially offset by lower demand for our GaAs and Ge wafer substrates. Six Months Ended June 30, Increase 2022 2021 (Decrease) % Change ($ in thousands) China$ 35,925 $ 31,092 $ 4,833 15.5 % % of total revenue 45 % 48 % Taiwan 13,903 8,011 5,892 73.5 % % of total revenue 18 % 12 % Japan 5,525 5,158 367 7.1 % % of total revenue 7 % 8 %Asia Pacific (excludingChina , Taiwan and Japan) 2,418 3,213 (795) (24.7) % % of total revenue 3 % 5 % Europe (primarily Germany) 11,693 11,846 (153) (1.3) % % of total revenue 15 % 18 %North America (primarily the United States) 9,676 5,765 3,911 67.8 % % of total revenue 12 % 9 % Total revenue$ 79,140 $ 65,085 $ 14,055 21.6 % Revenue inChina increased$4.8 million for the six months endedJune 30, 2022 , primarily due to higher demand for our GaAs and Ge wafer substrates and pBN crucibles sold by one of our consolidated subsidiaries, partially offset by lower demand for our refined gallium sold by one of our consolidated subsidiaries and our InP wafer substrates. Revenue inTaiwan increased$5.9 million , primarily due to higher demand for our InP and GaAs wafer substrates. Revenue inJapan increased$0.4 million primarily due to higher demand for pBN crucibles sold by one of our consolidated subsidiaries, partially offset by lower demand for our InP and GaAs wafer substrates. Revenue inAsia Pacific decreased by$0.8 million , primarily due to decreased demand for our GaAs and InP wafer substrates and pBN crucibles sold by one of our consolidated subsidiaries. Revenue inEurope decreased by$0.2 million primarily due to decreased demand for our GaAs and Ge wafer substrates and pBN crucibles sold by one of our consolidated subsidiaries partially offset by increased demand for our InP wafer substrates. Revenue inNorth America increased by$3.9 million due to higher demand for our InP wafer substrates and pBN crucibles sold by one of our consolidated subsidiaries partially offset by lower demand for our GaAs
and Ge wafer substrates. Gross Profit Three Months Ended
Six Months Ended
June 30, Increase June 30, Increase 2022 2021 (Decrease) % Change
2022 2021 (Decrease) % Change
($ in thousands) ($ in thousands) Gross profit$ 15,435 $ 12,238 $ 3,197 26.1 %$ 28,743 $ 23,774 $ 4,969 20.9 % Gross Profit % 39.1 % 36.3 %
36.3 % 36.5 %
Gross profit increased$3.2 million , or 26.1%, to$15.4 million for the three months endedJune 30, 2022 from$12.2 million for the three months endedJune 30, 2021 . The increase in gross profit is attributed to higher revenue and a change in product mix. Gross margin as a percent of revenue increased due to improved yields in crystal growth for our wafer substrates, the recycling of remnants of indium phosphide processing material, higher gross margin for our two raw material companies and a change in product mix that was more favorable to gross margin. Gross profit increased$5.0 million , or 20.9%, to$28.7 million for the six months endedJune 30, 2022 from$23.8 million for the six months endedJune 30, 2021 . The increase in gross profit is attributed to higher revenue and a change in product mix. Gross margin as a percent of revenue remained relatively flat. 44 Table of Contents
Selling, General and Administrative Expenses
Three Months Ended Six Months Ended June 30, Increase June 30, Increase 2022 2021 (Decrease) % Change 2022 2021 (Decrease) % Change ($ in thousands) ($ in thousands) Selling, general and administrative expenses$ 6,693 $ 5,795 $ 898 15.5 %
16.6 % 17.5 %
Selling, general and administrative expenses increased$0.9 million , or 15.5%, to$6.7 million for the three months endedJune 30, 2022 from$5.8 million for the three months endedJune 30, 2021 . The higher selling, general and administrative expenses were primarily from higher personnel-related expenses, increase in professional services and a provision for bad debt allowance. Selling, general and administrative expenses increased$1.8 million , or 15.6%, to$13.1 million for the six months endedJune 30, 2022 from$11.4 million for the six months endedJune 30, 2021 . The higher selling, general and administrative expenses were primarily from higher personnel-related expenses and a provision for bad debt allowance.
Research and Development
Three Months Ended Six Months Ended June 30, Increase June 30, Increase 2022 2021 (Decrease) % Change 2022 2021 (Decrease) % Change ($ in thousands)
($ in thousands)
Research and development
8.7 % 7.5 % 8.4 % 7.6 % Research and development expenses increased$0.9 million , or 36.1%, to$3.5 million for the three months endedJune 30, 2022 from$2.5 million for the three months endedJune 30, 2021 . The increase in research and development expenses for the three months endedJune 30, 2022 was primarily due to personnel-related expenses and development expenses for 8-inch GaAs and 6-inch InP wafer substrates and development of new features for certain of our GaAs and InP wafer substrates. Research and development expenses increased$1.7 million , or 33.8%, to$6.6 million for the six months endedJune 30, 2022 from$4.9 million for the six months endedJune 30, 2021 . The increase in research and development expenses for the six months endedJune 30, 2022 was primarily due to personnel-related expenses, travel and development expenses for 8-inch GaAs and 6-inch InP wafer substrates and development of new features for certain of our GaAs and InP wafer substrates.
Interest Income (Expense), Net
Three Months Ended Six Months Ended June 30, Increase June 30, Increase 2022 2021 (Decrease) % Change 2022 2021 (Decrease) % Change ($ in thousands) ($ in thousands) Interest income (expense), net$ (188) $ 39 $ (227) (582.1) %
(0.5) % (0.0) %
Interest income (expense), net decreased$227,000 to an expense of$188,000 for the three months endedJune 30, 2022 from income of$39,000 for the three months endedJune 30, 2021 . Interest income (expense), net decreased primarily due to a decrease in the amount of cash, restricted cash and cash equivalents held by us during the three months endedJune 30, 2022 as compared to the three months endedJune 30, 2021 and due to increased debt during the three months endedJune 30, 2022 as compared to the three months endedJune 30, 2021 . 45
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Interest income (expense), net decreased$360,000 to an expense of$371,000 for the six months endedJune 30, 2022 from an expense of$11,000 for the six months endedJune 30, 2021 . Interest income (expense), net decreased primarily due to a decrease in the amount of cash, restricted cash and cash equivalents held by us during the six months endedJune 30, 2022 as compared to the six months endedJune 30, 2021 and due to increased debt during the six months endedJune 30, 2022 as compared to the six months endedJune 30, 2021 .
Equity in Income of
Three Months Ended Six Months Ended June 30, Equity in Income June 30, Equity in Income 2022 2021 Change % Change 2022 2021 Change % Change ($ in thousands) ($ in thousands) Equity in income of unconsolidated joint ventures$ 2,177 $ 1,502 $ 675 44.9 %$ 3,302 $ 2,613 $ 689 26.4 % % of total revenue 5.5 % 4.5 % 4.2 % 4.0 % The equity in income of unconsolidated joint venture companies was income of$2.2 million for the three months endedJune 30, 2022 as compared to income of$1.5 million for the three months endedJune 30, 2021 . The current quarter income is primarily due to positive financial results of two raw gallium companies that benefited from higher sales volume and higher prices. The equity in income of unconsolidated joint venture companies was income of$3.3 million for the six months endedJune 30, 2022 as compared to income of$2.6 million for the six months endedJune 30, 2021 . The current quarter income is primarily due to positive financial results of two raw gallium companies that benefited from higher sales volume and higher prices.
Other Income (Expense), Net
Three Months Ended
Six Months Ended
June 30, Other Expense June 30, Other Income 2022 2021 Change % Change 2022 2021 Change % Change ($ in thousands) ($ in thousands) Other income (expense), net$ 294 $ 61 $ 233 382.0 %$ 285 $ (50) $ 335 670.0 % % of total revenue 0.7 % 0.2 %
0.4 % (0.1) %
Other income (expense), net increased$233,000 to an income of$294,000 for the three months endedJune 30, 2022 from an income of$61,000 for the three months endedJune 30, 2021 . Other income (expense), net increased primarily due to a foreign exchange gain of$0.2 million inJune 2022 , compared to a foreign exchange gain of$33,000 inJune 2021 . Other income (expense), net increased$335,000 to an income of$285,000 for the six months endedJune 30, 2022 from an expense of$50,000 for the six months endedJune 30, 2021 . Other income (expense), net increased primarily due to a grant of$0.2 million received from a Chinese provincial government agency as an award for relocating to its province inMarch 2022 , compared to a grant of$0.1 million inMarch 2021 and a foreign exchange loss of$140,000 inJune 2021 compared to a gain of$2,000 inJune 2022 . 46 Table of Contents Provision for Income Taxes Three Months Ended Six Months Ended June 30, Increase June 30, Increase 2022 2021 (Decrease) % Change 2022 2021 (Decrease) % Change ($ in thousands)
($ in thousands)
Provision for income taxes
2.6 % 2.6 % 2.1 % 2.5 % Provision for income taxes increased$134,000 , or 15.0%, to$1.0 million for the three months endedJune 30, 2022 from$893,000 for the three months endedJune 30, 2021 . Provision for income taxes increased$48,000 , or 2.9%, to$1.7 million for the six months endedJune 30, 2022 from$1.6 million for the six months endedJune 30, 2021 . Income taxes and certain state taxes, have been provided for ourU.S. operations as most of the income in theU.S. had been fully offset by utilization of federal and state net operating loss carryforwards except for the newly createdU.S. subsidiary, AXT-Tongmei. Additionally, there is uncertainty of generating future profit in theU.S. , which has resulted in our deferred tax assets being fully reserved. Our estimated tax rate can vary greatly from year to year because of the change or benefit in the mix of taxable income between ourU.S. andChina -based operations. Under the 2017 Tax Cuts and Jobs Act (TCJA), research and experimental ("R&E"), expenditures incurred or paid for tax years beginning afterDecember 31, 2021 , will no longer be immediately deductible for tax purposes. Instead, businesses are now required to capitalize and amortize R&E expenditures over a period of five years for research conducted within theU.S. or 15 years for research conducted in a foreign jurisdiction. We capitalize the R&E expense for our US Corporation and amortize it over 5 years. We also capitalize the R&E expense in ourChina subsidiaries and amortize it over 15 years. OnJune 29, 2020 ,California GovernorGavin Newsom signed Assembly Bill 85 ("AB 85") into law as part of theCalifornia 2020 Budget Act, which temporarily suspends the use ofCalifornia net operating losses and imposes a cap on the amount of business incentive tax credits that companies can utilize against their net income for tax years 2020, 2021, and 2022. We analyzed the provisions of AB 85 and determined there was no impact on our provision for income taxes for the current period and will continue to evaluate the impact, if any, AB 85 may have on the Company's condensed consolidated financial statements and disclosures.
Net Income Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests
Three Months Ended Net income attributable to Six Months Ended Net income attributable to noncontrolling interests and noncontrolling interests and June 30, redeemable noncontrolling interests June 30, redeemable noncontrolling interests 2022 2021 Change % Change 2022 2021 Change % Change ($ in thousands) ($ in thousands) Net income attributable to noncontrolling interests and redeemable noncontrolling interests$ 999 $ 230 $ 769 334.3 %$ 1,806 $ 570 $ 1,236 216.8 % % of total revenue 2.5 % 0.7 % 2.3 % 0.9 % Net income attributable to noncontrolling interests and redeemable noncontrolling interests increased$769,000 or 334.3% to$999,000 for the three months endedJune 30, 2022 , from$230,000 for the three months endedJune 30, 2021 , primarily due to the structural changes of the legal entities inChina (see Note 1) and partially offset by, losses generated by ChaoYang XinMei.
Net income attributable to noncontrolling interests and redeemable
noncontrolling interests increased
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30, 2021, primarily due to the structural changes of the legal entities in
Liquidity and Capital Resources
We consider cash and cash equivalents and short-term investments as liquid and available for use within one year in our current operations. Short-term investments are comprised ofU.S. government securities, certificates of deposit and investment-grade corporate notes and bonds. As ofJune 30, 2022 , our principal source of liquidity was$57.2 million , which consisted of cash, restricted cash and cash equivalents of$44.9 million and investments of$12.2 million . In the six months endedJune 30, 2022 , cash, restricted cash and cash equivalents increased by$8.2 million and investments decreased by$2.8 million . The increase in cash, restricted cash and cash equivalents of$8.2 million in the six months endedJune 30, 2022 was primarily due to net cash provided by financing activities of$22.0 million and operating activities of$5.5 million , partially offset by net cash used in investing activities of$18.4 million and the effect of exchange rate changes of$1.0 million . As ofJune 30, 2022 , we and our consolidated joint ventures inChina held approximately$31.5 million in cash and investments in foreign bank accounts. As ofJune 30, 2021 , our principal source of liquidity was$58.5 million , which consisted of cash and cash equivalents of$52.8 million and investments of$5.7 million . In the six months endedJune 30, 2021 , cash and cash equivalents decreased by$19.8 million and investments decreased by$0.3 million . The decrease in cash and cash equivalents of$19.8 million in the six months endedJune 30, 2021 was primarily due to net cash used in operating activities of$10.6 million , and net cash used in investing activities of$12.8 million , partially offset by net cash provided by financing activities of$3.2 million and the effect of exchange rate changes of$0.3 million . As ofJune 30, 2021 , we and our consolidated subsidiaries inChina held approximately$34.5 million in cash and investments in foreign bank accounts. Net cash provided by operating activities of$5.5 million for the six months endedJune 30, 2022 was primarily comprised of a net income before income attributable to noncontrolling interest and redeemable noncontrolling interests of$10.5 million , the adjustment for non-cash items of depreciation and amortization of$4.0 million and stock-based compensation of$2.2 million , partially offset by a net change of$8.1 million in operating assets and liabilities and income from equity method investments of$3.3 million . Net cash used in operating activities of$10.6 million for the six months endedJune 30, 2021 was primarily comprised of a net change of$22.2 million in operating assets and liabilities and a gain on equity method investments of$2.6 million , partially offset by a net income before income attributable to noncontrolling interest and redeemable noncontrolling interests of$8.4 million , the adjustment for non-cash items of depreciation and amortization of$3.3 million stock-based compensation of$1.8 million and return of equity method investments (dividends) of$0.8 million . Net cash used in investing activities of$18.4 million for the six months endedJune 30, 2022 was primarily from the purchase of property, plant and equipment of$20.9 million , partially offset by proceeds from sales and maturities of available-for-sale debt securities of$2.5 million . Net cash used in investing activities of$12.8 million for the six months endedJune 30, 2021 was primarily from the purchase of property, plant and equipment of$13.0 million , partially offset by proceeds from sales and maturities of available-for-sale debt securities of$0.2 million . Net cash provided by financing activities was$22.0 million for the six months endedJune 30, 2022 , which consisted of proceeds from short-term loan of$23.4 million , capital increase in subsidiary shares from noncontrolling interest of$1.3 million and common stock option exercised of$0.1 million , partially offset by repayment of short-term loan of$2.8 million .
Net cash provided by financing activities was
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common stock exercised of
OnOctober 27, 2014 , our Board of Directors approved a stock repurchase program pursuant to which we may repurchase up to$5.0 million of our outstanding common stock. These repurchases could be made from time to time in the open market and could be funded from our existing cash balances and cash generated from operations. During 2015, we repurchased approximately 908,000 shares at an average price of$2.52 per share for a total purchase price of approximately$2.3 million under the stock repurchase program. Since 2015, no shares were repurchased under this program. During the six months endedJune 30, 2022 , we did not repurchase any shares under the approved stock repurchase program. As ofJune 30, 2022 , approximately$2.7 million remained available for future repurchases under this program. Currently, we do not plan to repurchase additional shares. Dividends accrue on our outstanding Series A preferred stock, and are payable as and when declared by our Board of Directors. We have never declared or paid any dividends on the Series A preferred stock. By the terms of the Series A preferred stock, so long as any shares of Series A preferred stock are outstanding, neither the Company nor any subsidiary of the Company shall redeem, repurchase or otherwise acquire any shares of common stock, unless all accrued dividends on the Series A preferred stock have been paid. During 2013 and 2015, we repurchased shares of our outstanding common stock. As ofDecember 31, 2015 , the Series A preferred stock had cumulative dividends of$2.9 million and we include such cumulative dividends in "Accrued liabilities" in our condensed consolidated balance sheets. At the time we pay this accrued liability, our cash and cash equivalents will be reduced. We account for the cumulative year to date dividends on the Series A preferred stock when calculating our earnings per share. Occasionally, one of our PRC subsidiaries or PRC raw material joint ventures declares and pays a dividend. These dividends generally occur when the PRC joint venture declares a dividend for all of its shareholders. Dividends paid to the Company are subject to a 10% PRC withholding tax. The Company is required to obtain approval from theState Administration of Foreign Exchange ("SAFE") to transfer funds in or out of the PRC. SAFE requires a valid agreement to approve the transfers, which are processed through a bank. Other than PRC foreign exchange restrictions, the Company is not subject to any PRC restrictions and limitations on its ability to distribute earnings from its businesses, including its PRC subsidiaries and PRC joint ventures, to the Company and its investors as well as the ability to settle amounts owed by the Company to its PRC subsidiaries and PRC joint ventures. If SAFE approval is denied the dividend payable to the Company would be owed but would not be paid. For the six months endedJune 30, 2022 and 2021, the aggregate dividends paid to us, directly or to an intermediate entity within our corporate structure, by our PRC subsidiaries and PRC raw material joint ventures were approximately$1.3 million and$774,000 , respectively. For the six months endedJune 30, 2022 and 2021, the aggregate dividends paid to minority shareholders by our PRC subsidiaries and PRC raw material joint ventures were approximately$0 and$0 , respectively. For the six months endedJune 30, 2022 , no transfers, dividends, or distributions have been made to date between the Company and its PRC subsidiaries, or to investors, except for the settlement of amounts owed under our transfer pricing arrangements in the ordinary course of business.
We have no current intentions to distribute to our investors earnings under our corporate structure. We settle amounts owed under our transfer pricing arrangements in the ordinary course of business.
The cash generated from one PRC subsidiary is not used to fund another PRC subsidiary's operations. None of our PRC subsidiaries has ever faced difficulties or limitations on its ability to transfer cash between our subsidiaries. AXT has cash management policies that dictate the amount of such funding.
As one of the first steps in the process of listing Tongmei on the STAR Market and going public, we sold approximately 7.28% of Tongmei to private equity investors for approximately$49 million in the aggregate. Pursuant to the Capital Investment Agreements with the Investors, each Investor has the right to require AXT to redeem any or all Tongmei shares held by such Investor at the original purchase price paid by such Investor, without interest, in the event the IPO fails to pass the audit of theShanghai Stock Exchange , is not approved by the CSRC or Tongmei cancels the IPO application. The aggregate redemption amount is approximately$49 million . 49
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Tongmei submitted its IPO application to theShanghai Stock Exchange , and it was formally accepted for review onJanuary 10, 2022 .The Shanghai Stock Exchange approved the IPO application onJuly 12, 2022 . The STAR Market IPO remains subject to review and approval by the CSRC and other authorities. The process of going public on the STAR Market includes several periods of review and, therefore, is a lengthy process. Subject to review and approval by the CSRC and other authorities, Tongmei expects to accomplish this goal in the second half of 2022, probably in the fourth quarter of 2022. The listing of Tongmei on the STAR Market will not change the status of AXT as aU.S. public company. OnAugust 9, 2019 , Tongmei entered into a credit facility (the "Credit Facility") with the Bank of China with a$5.8 million line of credit at an annual interest rate of approximately 0.4% over the average interest rate quoted by the National Interbank Funding Center. Accrued interest is calculated monthly and paid quarterly. The annual interest rate was approximately 4.7% as ofDecember 31, 2019 . The Credit Facility is collateralized byBaoding Tongmei Xtal Technology Co., Ltd.'s land use rights and all of its buildings located at its facility in Dingxing. The primary intended use of the Credit Facility is for general purposes, which may include working capital and other corporate expenses. OnAugust 9, 2019 , Tongmei borrowed$2.8 million against the Credit Facility (the "August 2019 borrowing"). The repayment of the full amount was due onAugust 9, 2020 . OnSeptember 12, 2019 Tongmei borrowed an additional$2.8 million against the Credit Facility (theSeptember 2019 borrowing"). The repayment of the full amount was due onSeptember 12, 2020 . InAugust 2020 , Tongmei repaid the full amount of the Credit Facility, including all outstanding accrued interest, of approximately$5.9 million and simultaneously applied to renew the Credit Facility. The process of repaying a loan and then renewing the loan is customary inChina . InSeptember 2020 , theAugust 2019 borrowing was renewed and funded against the Credit Facility with an interest rate of 3.85%. The interest owed during the term of the loan was deducted prior to funding. The repayment of the loan was due onMarch 22, 2021 , however the Credit Facility contains an option to renew for an additional six months, which was exercised inMarch 2021 for approximately$3.1 million . InSeptember 2021 , Tongmei repaid$3.1 million of the Credit Facility, including all outstanding accrued interest, and simultaneously applied to renew the Credit Facility. InSeptember 2021 , the Credit Facility was renewed for approximately$2.7 million with an annual interest rate of 3.85%. InMarch 2022 , Tongmei repaid$2.7 million of the Credit Facility, including all outstanding accrued interest. As ofJune 30, 2022 ,$0 was included in "Bank loan" in our condensed consolidated balance sheets. InOctober 2020 , theSeptember 2019 borrowing was renewed and funded against the Credit Facility and an additional$2.7 million was approved and funded against the Credit Facility with the annual interest rate of 4.7%. Accrued interest is calculated monthly and paid quarterly. The combined loan totaled$5.6 million . InApril 2021 , Tongmei repaid the full amount of the Credit Facility, including all outstanding accrued interest, of approximately$5.6 million and simultaneously applied to renew the Credit Facility. InJune 2021 , the combined loans were renewed for approximately$5.8 million and funded against the Credit Facility with an annual interest rate of 4.7%. InNovember 2021 , Tongmei repaid the full amount of the Credit Facility, including all outstanding accrued interest. As ofJune 30, 2022 ,$0 was included in "Bank loan" in our condensed consolidated balance sheets. InFebruary 2020 , our consolidated subsidiary, BoYu, entered into a credit facility with the Industrial and Commercial Bank of China ("ICBC") with a$1.4 million line of credit at an annual interest rate of approximately 0.15% over the loan prime rate. Accrued interest is calculated monthly and paid quarterly. The annual interest rate was approximately 4.3% as ofDecember 31, 2020 . The credit facility is collateralized by BoYu's land use rights and its building located at its facility inTianjin, China and BoYu's accounts receivable. The primary intended use of the credit facility is for general purposes, which may include working capital and other corporate expenses. InMarch 2020 , BoYu borrowed$0.4 million against the credit facility. InDecember 2020 , BoYu repaid the outstanding loan amount of$0.4 million and renewed the credit facility with a$1.5 million line of credit at an annual interest rate of approximately 0.07% over the loan prime rate. Accrued interest is calculated monthly and paid monthly. InDecember 2021 , BoYu repaid the outstanding loan amount of approximately$1.6 million and renewed the credit facility with a$1.6 million line of credit. Accrued interest is calculated monthly and paid monthly. The annual interest 50
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rate was approximately 3.92% as of
InSeptember 2021 , Tongmei entered into a credit facility with the Bank of Communications with a$3.1 million line of credit at an annual interest rate of 4.0% as ofSeptember 30, 2021 . Accrued interest is calculated monthly and paid quarterly. The credit facility is collateralized by ChaoYang Tongmei's land use rights and all of its buildings located at its facility in Kazuo,China . The primary intended use of the credit facility is for general purposes, which may include working capital and other corporate expenses. InNovember 2021 , the Bank of China increased the line of credit, under the same terms as theSeptember 2021 line of credit, by$1.6 million for a total line of credit of$4.7 million . As ofJune 30, 2022 ,$4.5 million was included in "Bank loan" in our condensed consolidated balance sheets. InSeptember 2021 andOctober 2021 , our consolidated subsidiary, ChaoYang XinMei received funding from a minority investor of$0.9 million and$1.0 million , respectively. InDecember 2021 andJanuary 2022 , the same subsidiary received funding from Tongmei of$1.4 million and$1.4 million , respectively. InJanuary 2022 , theChina local government certified this additional funding in our consolidated subsidiary, ChaoYang XinMei, as an equity investment. As a result, noncontrolling interests increased$2.2 million and redeemable noncontrolling interests increased$0.2 million . Tongmei's ownership remained at 58.5% after these equity investments. As ofJune 30, 2022 ,$0 was included in "Long-term debt, related party" in our condensed consolidated balance sheets. InDecember 2021 , Tongmei entered into a credit facility with China Merchants Bank for$1.6 million with an annual interest rate of 3.55%. Accrued interest is calculated monthly and paid quarterly. The repayment of the loan and any accrued interest is due onDecember 6, 2022 . The loan is guaranteed byBeijing Capital Financing Guarantee Co., Ltd. In exchange for the guarantee, Tongmei paidBeijing Capital Financing Guarantee Co., Ltd. a fee of 1.5% of the loan amount or approximately$24,000 . As ofJune 30, 2022 ,$1.5 million was included in "Bank loan" in our condensed consolidated balance sheets. InDecember 2021 , Tongmei entered into a credit facility with China Merchants Bank for$1.6 million with an annual interest rate of 4.22%. Accrued interest is calculated monthly and paid quarterly. The repayment of the loan and any accrued interest is due onDecember 7, 2022 . The credit facility is not collateralized. As ofJune 30, 2022 ,$1.5 million was included in "Bank loan" in our condensed consolidated balance sheets. InJanuary 2022 , ChaoYang Tongmei entered into a credit facility with the Bank of Communications for$1.6 million with an annual interest rate of 3.3%. The interest owed during the term of the loan was deducted prior to funding. The repayment of the loan is due inJanuary 2023 . As ofJune 30, 2022 ,$1.5 million was included in "Bank loan" in our condensed consolidated balance sheets. InJanuary 2022 ,ChaoYang JinMei entered into a credit facility with the Bank of Communications for$1.6 million with an annual interest rate of 3.3%. The interest owed during the term of the loan was deducted prior to funding. The repayment of the loan is due inJanuary 2023 . As ofJune 30, 2022 ,$1.5 million was included in "Bank loan" in our condensed consolidated balance sheets. InJanuary 2022 , Tongmei entered into a credit facility with the Bank of China for$4.4 million with an annual interest rate of 4.55%. Accrued interest is calculated monthly and paid quarterly. The repayment of the loan and any accrued interest is due inJanuary 2023 . The Credit Facility is collateralized byBaoding Tongmei Xtal Technology Co., Ltd.'s land use rights and all of its buildings located at its facility in Dingxing,China . As ofJune 30, 2022 ,$4.2 million was included in "Bank loan" in our condensed consolidated balance sheets. InMarch 2022 , Tongmei entered into a credit facility with the Bank of China for$3.1 million with an annual interest rate of 3.7%. The interest owed during the term of the loan was deducted prior to funding. The repayment of the loan is due inSeptember 2022 . As ofJune 30, 2022 ,$3.0 million was included in "Bank loan" in our condensed consolidated balance sheets.
In
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accrued interest is due in
InMay 2022 , Tongmei entered into a credit facility with the Bank of Beijing for$3.4 million with an annual interest rate of 4.2%. Accrued interest is calculated monthly and paid quarterly. The repayment of the loan and any accrued interest is due inMay 2023 . The credit facility is collateralized by a$3.9 million time deposit held in the Bank of Beijing. The time deposit cannot be withdrawn until such time the credit facility and all accrued interest has been repaid. As ofJune 30, 2022 ,$3.4 million was included in "Bank loan" in our condensed consolidated balance sheets. InJune 2022 , Tongmei entered into a credit facility withIndustrial Bank for$6.0 million with an annual interest rate of 4.35%. Accrued interest is calculated monthly and paid quarterly. The repayment of the loan and any accrued interest is due inJune 2023 . The credit facility is not collateralized. As ofJune 30, 2022 ,$6.0 million was included in "Bank loan" in our condensed consolidated balance sheets. InJune 2022 , Tongmei entered into a credit facility withNingBo Bank for$1.5 million with an annual interest rate of 4.8%. The repayment of the loan and any accrued interest is due inJune 2023 . The credit facility is not collateralized. As ofJune 30, 2022 ,$1.5 million was included in "Bank loan" in our condensed consolidated balance sheets. InJune 2022 , BoYu entered into a credit facility withNingBo Bank for$1.5 million with an annual interest rate of 4.8%. The repayment of the loan and any accrued interest is due inJune 2023 . The credit facility is not collateralized. As ofJune 30, 2022 ,$1.5 million was included in "Bank loan" in our condensed consolidated balance sheets. OnJuly 27, 2021 , we filed with theSEC a registration statement on Form S-3, pursuant to which we may offer up to$60 million of common stock, preferred stock, debt securities, depositary shares, warrants, subscription rights, purchase contracts and/or units in one or more offerings and in any combination. A prospectus supplement, which we will provide each time we offer securities, will describe the specific amounts, prices and terms of the securities we determine to offer. We currently expect to use the net proceeds from the sale of securities under the shelf registration statement for working capital, capital expenditures and other general corporate purposes. We may also use a portion of the net proceeds to acquire, license or invest in complementary products, technologies or businesses. OnMay 17, 2022 , theSEC declared the registration statement effective.
We believe that we have adequate cash and investments to meet our operating needs and capital expenditures over the next twelve months. If our sales decrease, however, our ability to generate cash from operations will be adversely affected which could adversely affect our future liquidity, require us to use cash at a more rapid rate than expected, and require us to seek additional capital.
Cash from operations could be affected by various risks and uncertainties, including, but not limited to those set forth below under Item 1A "Risk Factors".
Contract to Purchase Goods and Services
Purchase orders or contracts for the purchase of certain goods and services are not considered to be part of our contractual obligations. We cannot determine the aggregate amount of such purchase orders that represent contractual obligations because purchase orders may represent authorizations to purchase rather than binding agreements. For the purposes of this disclosure, contractual obligations for purchase of goods or services are defined as agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Our purchase orders are based on our current needs and are fulfilled by our vendors within short time horizons. We also enter into contracts for outsourced services; however, the obligations under these contracts were not significant and the contracts generally contain clauses allowing for cancellation without significant penalty. Contractual obligations that are contingent upon the achievement of certain milestones would also not be included. 52
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Land Purchase and Investment Agreement
We have established a wafer processing production line in Dingxing,China . In addition to a land rights and building purchase agreement that we entered into with a private real estate development company to acquire our new manufacturing facility, we also entered into a cooperation agreement with the Dingxing local government. In addition to pledging its full support and cooperation, the Dingxing local government will issue certain tax credits to us as we achieve certain milestones. We, in turn, agreed to hire local workers over time, pay taxes when due and eventually demonstrate a total investment of approximately$90 million in value, assets and capital. The investment will include cash paid for the land and buildings, cash on deposit in our name at local banks, the gross value of new and used equipment (including future equipment that might be used for indium phosphide and germanium substrates production), the deemed value for our customer list or the end user of our substrates (for example, the end users of the 3-D sensing VCSELs), a deemed value for employment of local citizens, a deemed value for our proprietary process technology, other intellectual property, other intangibles and additional items of value. There is no timeline or deadline by which this must be accomplished, rather it is a good faith covenant entered into between AXT and the Dingxing local government. Further, there is no specific penalty contemplated if either party breaches the agreement. However, the agreement does state that each party has a right to seek from the other party compensation for losses. Under certain conditions, the Dingxing local government may purchase the land and building at the appraised value. We believe that such cooperation agreements are normal, customary and usual inChina and that the future valuation is flexible. We have a similar agreement with the city of Kazuo,China , although on a smaller scale. The total investment targeted by AXT in Kazuo is approximately$15 million in value, assets and capital. In addition, BoYu has a similar agreement with the city of Kazuo. The total investment targeted by BoYu in Kazuo is approximately$8 million in value, assets and capital.
Off-Balance Sheet Arrangements
As of
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