0
美國
證券交易委員會
華盛頓特區20549
表格
(標記一)
根據1934年證券交易法第13或15(d)條進行的季度報告 |
截至季度結束
或者
根據1934年證券交易法第13或15(d)條進行的過渡報告 |
在從 到的過渡期間
委員會文件號
(根據其章程規定的註冊人準確名稱)
(國家或其他管轄區的 | (IRS僱主 |
,(主要行政辦公地址) (郵政編碼)
(
(註冊人電話號碼,包括區號)
在法案第12(b)條的規定下注冊的證券:
每個類別的名稱: |
| 交易代碼 |
| 註冊在每個交易所的名稱: |
股市 |
請以複選標記形式指示:報告主體(1)在過去12個月內已按照1934年證券交易所法案第13或第15(d)條的規定提交了所有要求提交的報告(或要求提交此類報告的較短時期),並且(2)在過去90天內一直受到此類提交要求的約束。
請通過複選標記指出註冊申報人是否在過去12個月內(或註冊申報人需要提交此類文件的更短期間)根據《Regulation S-T》規則405(本章第232.405條)要求提交每個交互式數據文件。
請勾選表示註冊申報人是大型責任審核加速器、加速器、非加速器、較小的報告公司還是新興增長公司。請參閱《交易所法》第120億.2條對「大型責任審核加速器」、「加速器」、「較小的報告公司」和「新興增長公司」的定義。
大型加速歸檔人◻ | ||
非加速報告人◻ | 小型報表公司 | |
新興成長公司 |
如果是新興成長公司,請在複選框中標明註冊者是否選擇不使用按照《交易所法》第13(a)條規定提供的任何新的或修訂後的財務會計準則的延期過渡期。◻
請通過複選框標明註冊者是否爲外殼公司(定義見《交易所法》120億條規定)。是
截至2024年11月1日,
第一部分 財務信息
項目1:基本報表(未經審計)
AXt,INC.
簡明綜合資產負債表S
(未經審計,單位爲千,除每股數據外)
| 九月30日 |
| 運營租賃負債: |
| |||
2024 | 2023 | ||||||
資產 | |||||||
流動資產: | |||||||
現金 | $ | | $ | | |||
限制性現金 | | | |||||
短期投資 |
| — |
| | |||
應收賬款,減去$的信貸損失 |
| |
| | |||
存貨 |
| |
| | |||
預付費用和其他流動資產 |
| |
| | |||
總流動資產 |
| |
| | |||
物業、廠房和設備,淨值 |
| |
| | |||
經營租賃權使用資產 | | | |||||
其他 |
| |
| | |||
總資產 | $ | | $ | | |||
負債、可贖回非控制權益和股東權益 | |||||||
流動負債: | |||||||
應付賬款 | $ | | $ | | |||
應計負債 |
| |
| | |||
短期貸款 | | | |||||
流動負債合計 |
| |
| | |||
非流動工程租賃負債 | | | |||||
其他長期負債 |
| |
| | |||
負債合計 |
| |
| | |||
承諾和擔保(詳見第12注) | |||||||
可贖回的非控股權益(附註18) | | | |||||
股東權益: | |||||||
優先股,系列A,每股面值 $215688680,截至2023年12月31日和2024年3月31日,已發行並流通股數分別爲 $227838680。 |
| |
| | |||
普通股,每股面值爲 $0.0001; |
| |
| | |||
額外實收資本 |
| |
| | |||
累積赤字 |
| ( |
| ( | |||
累計其他綜合損失 |
| ( |
| ( | |||
AXt公司股東權益總額 |
| |
| | |||
非控制權益 |
| |
| | |||
股東權益總額 |
| |
| | |||
負債、可贖回的非控制性權益和股東權益總計 | $ | | $ | |
請參閱附註事項的簡明合併財務報表。
3
ub
AXt,INC.
簡明合併利潤表
(未經審計,單位爲千,除每股數據外)
| 結束於3個月的期間 |
| 結束於9個月的期間 | |||||||||||
九月30日 | 9月30日 | |||||||||||||
2024 |
| 2023 | 2024 |
| 2023 | |||||||||
營業收入 | $ | | $ | | $ | | $ | | ||||||
營運成本 |
| |
| |
| |
| | ||||||
毛利潤 |
| |
| |
| |
| | ||||||
營業費用: | ||||||||||||||
銷售、一般和管理費用 |
| |
| |
| |
| | ||||||
研發費用 |
| |
| |
| |
| | ||||||
總營業費用 |
| |
| |
| |
| | ||||||
營運虧損 |
| ( |
| ( |
| ( |
| ( | ||||||
利息支出,淨額 |
| ( |
| ( |
| ( |
| ( | ||||||
未合併聯營企業的權益 |
| |
| |
| |
| | ||||||
其他收入,淨額 |
| |
| |
| |
| | ||||||
稅前虧損 |
| ( |
| ( |
| ( |
| ( | ||||||
所得稅徵(免)額 |
| |
| ( |
| |
| ( | ||||||
淨虧損 |
| ( |
| ( |
| ( |
| ( | ||||||
減少:歸屬於非控股利益和可贖回非控股利益的淨(收益)損失 |
| ( |
| |
| ( |
| | ||||||
歸屬於AXt,Inc.的淨損失 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
AXt,Inc.歸屬於普通股的淨虧損每股: | ||||||||||||||
基本 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
攤薄 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
普通股股份加權平均數: | ||||||||||||||
基本 |
| |
| |
| |
| | ||||||
攤薄 |
| |
| |
| |
| |
請參閱附註事項的簡明合併財務報表。
4
AXt, INC.
基本報表綜合損益表
(未經審計,以千爲單位)
結束於3個月的期間 | 結束於9個月的期間 | ||||||||||||
9月30日 | 9月30日 | ||||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| |||||
淨虧損 | $ | ( | $ | ( | $ | ( | $ | ( | |||||
其他綜合收益(損失), 淨額(稅後): | |||||||||||||
外幣翻譯盈虧變動(稅後淨額) |
| |
| ( |
| |
| ( | |||||
可供出售債務投資未實現收益變動,稅後淨額 |
| |
| |
| |
| | |||||
其他綜合收益(損失),淨所得稅後 |
| |
| ( |
| |
| ( | |||||
歸屬於AXt,Inc.的綜合收益(損失) |
| |
| ( |
| ( |
| ( | |||||
減:歸屬於非控制股東及可贖回非控制股東的綜合(損益) |
| ( |
| |
| ( |
| | |||||
歸屬於AXt,Inc.的綜合收益(損失) | $ | | $ | ( | $ | ( | $ | ( |
請參閱附註事項的簡明合併財務報表。
5
AXt,INC.
現金流量表簡明綜合報表
(未經審計,以千爲單位)
結束於9個月的期間 | |||||||
9月30日 | |||||||
| 2024 |
| 2023 | ||||
經營活動現金流量: | |||||||
淨虧損 | $ | ( | $ | ( | |||
用於調節淨虧損至經營活動現金流量淨額的調整項目: | |||||||
折舊和攤銷 |
| |
| | |||
可交易證券溢價攤銷 |
| — |
| | |||
股票補償 |
| |
| | |||
設備處置損失 |
| — |
| | |||
將權益法投資的回報作爲股息支付 | | | |||||
未合併聯營企業的權益 |
| ( |
| ( | |||
遞延所得稅資產 | ( | | |||||
經營性資產和負債變動: | |||||||
應收賬款 |
| ( |
| | |||
存貨 |
| |
| ( | |||
預付費用和其他流動資產 |
| ( |
| | |||
其他 |
| |
| | |||
應付賬款 |
| |
| ( | |||
應計負債 |
| ( |
| ( | |||
其他長期負債 |
| ( |
| | |||
經營活動產生的淨現金流量 |
| ( |
| | |||
投資活動現金流量: | |||||||
購買固定資產 |
| ( |
| ( | |||
可供出售債務證券的銷售收益和到期收益 |
| |
| | |||
Proceeds from sales of equity securities - |
| — |
| | |||
Investments in non-marketable equity investments | ( | ( | |||||
投資活動產生的淨現金流出 |
| ( |
| ( | |||
籌集資金的現金流量: | |||||||
行使普通股期權所得款項 |
| |
| | |||
短期銀行借款款項 |
| |
| | |||
短期銀行貸款償還 | ( | ( | |||||
來自非控制股東子公司股份增資的款項 | — | | |||||
長期貸款的收益 | | — | |||||
長期貸款的付款 | ( | — | |||||
籌資活動產生的現金淨額 |
| |
| | |||
匯率變動對現金和限制性現金的影響 |
| |
| ( | |||
現金和受限現金的淨減少 |
| ( |
| ( | |||
年初的現金和限制性現金 |
| |
| | |||
期末現金和限制性現金 | $ | | $ | | |||
非現金流量信息的補充披露: | |||||||
應收票據用於購買固定資產 | $ | | $ | — | |||
從非控制股權持有人處投資子公司股份 | $ | — | $ | | |||
與在建工程相關的應付款項,包括在應計負債中 | $ | | $ | |
請參閱附註事項的簡明合併財務報表。
6
AXt,INC.
簡明合併財務報表附註
(未經審計)
註釋1. 報告的基礎
AXt,Inc.(以下簡稱爲「AXt」,「公司」,「我們」和「我們」均指AXt,Inc.及其所有的子公司)的附屬公司簡明合併財務報表未經審計,並按照美國通用會計準則(「U.S. GAAP」)制定的美國的中期財務信息和《10-Q表格》的指示以及《S-X法規》第10條的要求編制。因此,本中期季度財務報告未包含美國通用會計準則要求的所有披露以供完整合並財務報表。在我們管理層的意見中,未經審計的簡明合併財務報表反映了所有調整,僅包括被認爲必要的常規調整,以公正地呈現公司所有期間的財務狀況、經營業績和現金流量。
我們的管理層就資產和負債的報告以及揭示潛在資產和負債方面作出了衆多估計和假設,以符合美國通用會計準則。由於COVID-19大流行,全球經濟和金融市場出現了不確定性和混亂。這些估計和假設可能隨着新事件的發生和獲得的額外信息而發生變化。實際結果可能與這些估計存在實質性差異。
2024年9月30日結束的三個月和九個月的運營結果並不一定能反映未來或整個財年所預期的結果。建議閱讀這些簡明合併財務報表時結合我們年度報告中包括於2023年12月31日提交給證券交易委員會(「SEC」)的《10-K表格》以及我們於2024年3月15日提交給SEC的季度報告中附註在2024年3月31日、2024年6月30日提交給SEC的季度報告,分別於2024年5月10日和2024年8月9日提交給SEC。
精簡綜合財務報表包括AXt及其子公司北京同美晶科技有限公司(「同美」)、AXt-Tongmei 公司(「AXt-Tongmei」)、保定同美晶科技有限公司(「保定同美」)、朝陽同美晶科技有限公司(「朝陽同美」)、朝陽力美半導體科技有限公司(「朝陽力美」)、朝陽信美高純度半導體材料有限公司(「朝陽信美」)、南京金美鎵有限公司(「金美」)、朝陽金美鎵有限公司(「朝陽金美」)、朝陽碩美高純度半導體材料有限公司(「朝陽碩美」)、馬鞍山金美鎵有限公司(「馬鞍山金美」)及北京博譽半導體器皿工藝技術有限公司(「博譽」)。所有重要的公司間帳戶和交易已經被消除。我們對那些雖沒有控制權但有能力對經營和財務政策產生重大影響(一般20-50%的持股權益)的企業投資採用權益法進行會計處理。截至2024年9月30日和2023年12月31日,我們有
根據有利的市場條件,我們打算在朝陽麗美的位置建設設施,以爲我們提供額外的生產能力。 截至2024年9月30日的三個和九個月,與朝陽麗美相關的費用對我們的簡明綜合財務報表幾乎沒有影響。
7
2021年2月,銅煤公司與特定投資者簽署了一份合資協議,爲一家名爲朝陽新美的新創業公司提供基金支持。該協議要求總投資額約爲$
2022年4月,朝陽金美與某些投資者簽署了一項合資協議,爲一個新公司創業公司朝陽碩美提供資金,成爲我們的合併子公司(「朝陽碩美合資協議」)。朝陽碩美合資協議要求總投資約爲美元
2022年4月,通美與某些投資者簽署了一項合資協議,爲一家名爲朝陽凱美石英有限公司(「朝陽凱美」)的新公司提供資金(「朝陽凱美合資協議」),總投資約爲$
萬安山金煤的所有活動在2022年上半年停止,隨後於2022年5月解散。萬安山金煤的解散對簡明合併財務報表的影響不大。
8
During the quarter ended December 31, 2020, Tongmei entered into two sets of definitive transaction documents, each consisting of a capital increase agreement along with certain supplemental agreements in substantially the same form (collectively, the 「Capital Investment Agreements」), with several private equity investors in China.
In preparation for Tongmei’s application for a listing of shares in an initial public offering (the 「IPO」) on the Shanghai Stock Exchange’s Sci-Tech innovAtion boaRd (the 「STAR Market」), in late December 2020, we reorganized our entity structures in China. JinMei and BoYu and their subsidiaries were assigned to Tongmei and effectively merged with Tongmei although they retained their own respective legal entity status and are wholly owned subsidiaries of Tongmei. The
注2. 投資和公平價值計量
我們的投資包括原始到期日超過三個月的工具。
2024年9月30日 | 2023年12月31日 |
| |||||||||||||||||||||||
|
| 總額 |
| Gross |
|
|
| 總和 |
| 總和 |
|
| |||||||||||||
按攤銷計算的 | 未實現 | 未實現的 | 公平 | 攤銷的 | 未實現 | 未實現 | 公允 |
| |||||||||||||||||
| 成本 |
| Gain |
| (虧損) |
| 值 |
| 成本 |
| 收益 |
| (虧損) |
| 價值 |
| |||||||||
分類爲: | |||||||||||||||||||||||||
現金和受限制的現金 | $ | | $ | — | $ | — | $ | | $ | | $ | — | $ | — | $ | | |||||||||
投資(可供出售): | |||||||||||||||||||||||||
存單 1 |
| — |
| — | — |
| — |
| |
| — | ( |
| | |||||||||||
現金總額,受限制的現金和投資 | $ | | $ | — | $ | — | $ | | $ | | $ | — | $ | ( | $ | | |||||||||
投資的合約到期 | |||||||||||||||||||||||||
一年內到期 2 | $ | — | $ | — | $ | | $ | | |||||||||||||||||
$ | — | $ | — | $ | | $ | |
1. | 存款證書的原始到期日超過三個月。 |
2. | 在我們的簡明綜合資產負債表中分類爲「短期投資」。 |
我們將債務投資管理爲一攬子高度市場化證券的單一投資組合,此投資組合旨在應對我們目前的現金需求。存款證書和公司債券通常持有至到期日。
從歷史來看,我們以可供出售債務證券組成的投資組合的總未實現損失相對較小,主要是由於正常市場波動,而不是由於增加的信用風險或其他估值問題。
9
關注。 截至2024年9月30日,我們持有的可供出售債務證券存在微不足道的未實現損失,而且從歷史數據看,此類未實現損失通常是暫時性的,我們認爲按照合同條款收回本金和利息的可能性很大。我們至少每季度或在信用風險或其他潛在估值問題發生變化時審查我們的債務投資組合,以確定是否需要爲信用損失或減值設置準備金。確定損失是否爲暫時性的考慮因素包括市場價值下降幅度、市場價值低於成本(或調整後成本)的時間長短、信用質量以及我們持有證券並打算持有足夠時間以便預期市場價值的任何恢復。
以下表格總結了截至2024年9月30日持有的可供出售債務證券的公允價值和未實現損失,按投資類別和個別證券持續處於未實現損失位置的時間長度分類(以千爲單位):
虧損中 | 虧損中 | 總計 |
| ||||||||||||||||
< 12 個月 | > 12 個月 | 虧損位置 |
| ||||||||||||||||
總和 | 總和 | 總和 |
| ||||||||||||||||
公允 | 未實現 | 公允 | 未實現 | 公允 | 未實現 |
| |||||||||||||
截至2024年9月30日 |
| 價值 |
| (虧損) |
| 價值 |
| (虧損) |
| 價值 |
| (虧損) |
| ||||||
投資: | |||||||||||||||||||
定期存單 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||
全部處於虧損位置 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — |
以下表格總結了截至2023年12月31日的可供出售債務證券的公允價值和毛未實現損失,按投資類別和證券處於連續未實現損失位置的時間長度進行彙總(以千爲單位):
處於虧損狀態 | 處於虧損狀態 | 總計 |
| ||||||||||||||||
< 12個月 | > 12 個月 | 虧損位置 |
| ||||||||||||||||
|
|
| 總和 |
|
|
| 總和 |
|
|
| 總和 |
| |||||||
公允 | 未實現 | 公允 | 未實現 | 公允 | 未實現 |
| |||||||||||||
截至2023年12月31日 | 價值 | (虧損) | 價值 | (虧損) | 價值 | (虧損) |
| ||||||||||||
投資: | |||||||||||||||||||
定期存單 | $ | — | $ | — | $ | | $ | ( | $ | | $ | ( | |||||||
處於虧損位置的總計 | $ | — | $ | — | $ | | $ | ( | $ | | $ | ( |
受限制現金
我們持有受限現金,與因常規業務操作暫時受限的現金餘額有關。這些餘額已被排除在公司的現金餘額之外。截至2024年9月30日,受限現金中包含了$
對私人持有的原材料公司的投資
我們已經在中國對其他一傢俬人公司進行了戰略性投資,以獲取對原材料的競爭成本,這對我們的基板業務至關重要(見注7)。 非合併公司的投資餘額按權益法覈算,在精簡合併資產負債表中計入「其他資產」,截至2024年9月30日和2023年12月31日,分別總計$
2023年5月,我們減少了對佳美的持股。
10
report on the investment in Jia Mei. Our investments under the fair value method are reviewed for other-than-temporary declines in value on a quarterly basis. 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. As of September 30, 2024, our investments in this unconsolidated company had a carrying value of $
公允價值衡量
我們主要投資於存款單據、公司債券和票據、政府證券以及貨幣市場帳戶。我們會定期或在信用風險或其他潛在估值擔憂發生變化時審查我們的債務投資組合。截至2024年9月30日和2023年12月31日,在其他綜合收益中包括的淨未實現損失總額,扣除稅款後爲微不足道。我們認爲按照合同條款收回本金和利息的可能性很高,這些證券的未實現損失是由於正常市場波動引起的,而不是由於信用風險增加或其他估值擔憂。ASC 820建立了三個可能用於衡量公平值的輸入級別。一級工具估值是從資產或相同資產的活躍交易市場的實時報價中獲取的。二級工具估值是從可供獲取的觀察到的價格來源中爲類似工具獲取的。三級工具估值是從幾乎沒有市場數據的不可觀察輸入中獲取的,這要求我們制定自己的假設。我們定期衡量某些按公平值計量的金融資產和負債,主要包括我們的短期和長期債務投資。 公允價值計量和披露建立了三個可能用於衡量公平值的輸入級別。一級工具估值是從資產或相同資產的活躍交易市場的實時報價中獲取的。二級工具估值是從可供獲取的觀察到的價格來源爲類似工具獲取的。三級工具估值是從幾乎沒有市場數據的不可觀察輸入中獲取的,這要求我們制定自己的假設。我們定期衡量某些按公平值計量的金融資產和負債,主要包括我們的短期和長期債務投資。
基於活躍市場報價的一級市場價格來進行估值的工具類型包括我們的貨幣市場基金,通常被分類爲公平值層次結構中的一級。我們將可供出售的債務證券(包括存款單據和公司債券)分類爲具有二級輸入的工具。用於衡量具有二級輸入的這些金融工具的公允值的估算技術來源於銀行報表、報價市價、經紀人或交易商報表或報價,或具有合理價格透明度的另類定價來源。
我們進行短期外幣對沖,旨在抵消美元與日幣匯率波動導致的現金風險。我們根據美國通用會計準則(U.S. GAAP)利用實時匯率,在每月末和季末衡量這些外幣對沖的公允價值。在季末,未結算的外幣對沖會在「應計負債」中抵銷,並被分類爲三級資產和負債。截至2024年9月30日,在整個季度,從對沖安排至每月末結算的公允價值變動對簡明合併財務報表的影響微乎其微。
2024年9月30日前三個月和前九個月裏,估值技術或相關輸入沒有發生變化。
以下表格總結了截至2024年9月30日根據ASC 820重複計量的金融資產和負債(以千爲單位):
11
|
| 在活躍市場中 |
| 重要的 |
| ||||||||
活躍的市場 | 對於相同的重要其他方 | 不可觀察的 |
| ||||||||||
截至目前餘額 | 相同資產 | 可觀察輸入 | 輸入 |
| |||||||||
| 2024年9月30日 |
| (一級) |
| (2級) |
| 非市場可觀察到的輸入(三級) |
| |||||
資產: | |||||||||||||
投資: | |||||||||||||
定期存單 | $ | — | $ | — | $ | — | $ | — | |||||
總計 | $ | — | $ | — | $ | — | $ | — |
以下表格總結了截至2023年12月31日按照ASC 820測量的我們的金融資產和負債的公允價值(以千爲單位):
|
| 報價中 |
| 重要的 |
| ||||||||
活躍的市場 | 重要的另一半 | 不可觀察 |
| ||||||||||
截至日期的餘額 | 相同的資產 | 可觀察的輸入 | 輸入 |
| |||||||||
| 2023年12月31日 |
| (一級) |
| (2級) |
| (3級) |
| |||||
資產: | |||||||||||||
投資: | |||||||||||||
存款證書 | $ | | $ | — | $ | | $ | — | |||||
總計 | $ | | $ | — | $ | | $ | — |
非經常性計量基礎上的公允價值測量項目
表格中未包括一些資產,這些資產需進行非經常性公允價值測量。這些資產包括對私人持有公司的投資,按權益法或公允價值法進行覈算(見注7)。我們在2024年和2023年截至9月30日的三個月和九個月內,未記錄這些投資的除其他臨時性減值損失。
注3. 存貨
存貨的元件如下所示(以千爲單位):
9月30日 | 運營租賃負債: | ||||||
| 2024 |
| 2023 |
| |||
存貨: | |||||||
原材料 | $ | | $ | | |||
在製品 |
| |
| | |||
成品 |
| |
| | |||
$ | | $ | |
截至2024年9月30日和2023年12月31日,存貨的賬面價值已減去存貨準備金$元
12
注意 4. 不動產、廠房和設備,淨值
我們的不動產、廠房和設備的組成如下總結(以千爲單位):
9月30日 | 運營租賃負債: | ||||||
2024 | 2023 | ||||||
物業,廠房和設備: | |||||||
機器和設備,按成本 | $ | | $ | | |||
減:累計折舊和攤銷 | ( | ( | |||||
建築,成本 | | | |||||
減:累計折舊和攤銷 | ( | ( | |||||
租賃改良,按成本 |
| |
| | |||
減:累計折舊和攤銷 | ( | ( | |||||
在建工程 |
| |
| | |||
$ | | $ | |
截至2024年9月30日,施工中的餘額爲$
注5. 應計負債
應計負債的元件總結如下(單位:千):
9月30日, | 12月31日, | ||||||
| 2024 |
| 2023 |
| |||
優先股送轉應付 | $ | | $ | | |||
與在建工程相關的應付款項 | | | |||||
應計薪酬及相關費用 | | | |||||
應計專業服務費 | | | |||||
應計所得稅$39,614 | | — | |||||
其他應交稅費 | | | |||||
經營租賃負債流動部分 | | | |||||
應計產品保修 | | | |||||
來自客戶預付款 | | | |||||
其他人事相關費用 | | | |||||
銷售退貨的應計 | | | |||||
其他應計負債 | | | |||||
$ | | $ | | ||||
13
備註6. 關聯方交易
在2021年9月和2021年10月,我們的合併子公司朝陽新梅分別收到一位少數投資者提供的資金$
2022年9月,我們的合併子公司朝陽麗美完成了將土地及其附屬建築物出售給我們的股權投資實體。,朝陽開美,總代價爲 $
我們的關聯交易政策旨在禁止所有衝突。 在關聯方與我們之間的交易中,除非經董事會批准,否則不得涉及利益。本政策適用於我們所有員工、董事以及我們的合併子公司。我們的高管在中國大陸合資企業的董事會上擔任董事席位。有關詳細信息,請參見第7注。
第7注。對私人持有的原材料公司的投資
爲了以競爭成本獲得對我們基板業務至關重要的原材料,我們在中國的私營公司進行了戰略投資。這些公司是我們整體供應鏈戰略的一部分。
截至投資餘額 | |||||||||||
9月30日 | 運營租賃負債: | 會計 | 所有權 | * | |||||||
公司 |
| 2024 |
| 2023 |
| 攤銷方法 |
| 百分比 | |||
南京金美鎵業有限公司。 | $ | | $ | |
| 合併 |
| ** | % | ||
朝陽金美鎵業有限公司。 | | | 合併 | ** | % | ||||||
北京博宇半導體船舶工藝科技有限公司 |
| |
| |
| 合併 |
| ** | % | ||
朝陽碩美高純度半導體材料有限公司 | | | 合併 | **** | % | ||||||
朝陽新美高純度半導體材料有限公司。 | | | 合併 |
| *** | % | |||||
$ | | $ | | ||||||||
北京吉亞半導體材料有限公司。 | $ | | | 股權 | | % | |||||
曉益興安鎵有限公司。 | | | 股權 | ** | % | ||||||
朝陽凱美石英有限公司。 | | | Equity | ***** | % | ||||||
$ | | $ | | ||||||||
峨眉山甲美高純度金屬有限公司。 |
| |
| |
| 公允價值 |
| ****** | % | ||
$ | | $ | | ||||||||
* 這些百分比反映了在中國重新組織完成後目前生效的所有權,以及2021年1月私人股權投資者進行新資金注資完成後的所有權。 所有板塊反映了中國重組完成時的所有權,以及2021年1月私募股權投資者完成新資金注資時的所有權。
14
**在2020年底,爲了魯能董事會在科創板上市股份的申請,我們重新組織了在中國的實體結構。JinMei和BoYu及其子公司,之前隸屬於AXt,Inc.,被分配給了魯能並與魯能有效合併,儘管它們保留了各自的法律實體地位,是魯能的全資子公司。
***在2021年2月,通酶與某些投資者簽署了一項合資協議,用於基金朝陽信盟。
**** In April 2022, ChaoYang JinMei signed a joint venture agreement with certain investor to fund a new company, ChaoYang ShuoMei.
***** In April 2022, Tongmei signed a joint venture agreement with certain investors to fund a new company, ChaoYang KaiMei.
****** In May 2023, we sold
2023年5月,我們減少了對佳美的持股。
金額 | |||
| (以千計) | ||
所得到的公允價值對等物 | $ | | |
外國所得稅預扣 | | ||
攜帶價值爲 | ( | ||
出售金屬期貨獲得的收益 | $ | | |
金額 | |||
(以千計) | |||
對峨眉山嘉美高純金屬有限公司持有投資的公允價值。 | $ | | |
持有非控股投資的賬面價值( | ( | ||
由於重新計量而獲得保留的非控制投資收益( | $ | |
對嘉美投資進行其他非暫時性減值檢查,每季度進行一次。截至2024年9月30日的三個月和九個月內,我們沒有爲嘉美投資記錄任何其他非暫時性減值損失。
15
2023 年 11 月,我們的
金額 | |||
| (以千計) | ||
收到的對價的公允價值 | $ | | |
賬面價值爲 | ( | ||
出售物品時確認的損失 | $ | ( |
儘管我們在每傢俬營原材料公司的董事會中都有代表,但這些公司的日常運營都由當地管理層而不是我們管理。有關各自的短期戰略和運營、正常業務資本支出和成品銷售的決策由當地管理層在我們定期的指導和意見下做出。
對於未合併的AXT少數投資實體,投資餘額包含在我們的簡明合併資產負債表中的 「其他資產」 中,總額爲美元
● | 所有少數投資實體都有自己的可持續業務; |
● | 我們的投票權與我們的所有權利益成正比; |
● | 我們僅在公司產生的損失和/或剩餘回報中確認我們各自的份額;以及 |
● | 我們對這些公司沒有控股權,不維持對這些公司的運營或管理控制權,不控制董事會,也不需要向這些公司提供額外的投資或財務支持。 |
2022年6月,我們收到了一美元
16
AXT的少數投資實體未進行合併,並按權益法計量。截至2024年9月30日和2023年的三個月和九個月,權益投資實體的經營摘要信息如下(單位:千美元):
截至三個月 | 截至九個月 | ||||||||||||
9月30日, | 9月30日 | ||||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| |||||
淨收入 | $ | | $ | | $ | | $ | | |||||
毛利潤 | $ | | $ | | $ | | $ | | |||||
營業收入 | $ | | $ | | $ | | $ | | |||||
淨利潤 | $ | | $ | | $ | | $ | |
我們從這些未合併且按股權法計量的少數投資實體中獲得的收入份額分別爲$
17
注8.股東權益
股東權益的簡化合並報表
(以千計)
2024年9月30日結束的三個月和九個月的股東權益變動如下:
|
|
|
|
|
|
|
|
| 累積 | ||||||||||||||||
其他 | AXt, Inc. |
|
|
| 總計 | ||||||||||||||||||||
| 優先的 |
| Common |
| 額外的 |
| 累積 |
| 全面的 | 股東的 |
| 非控制權益 |
| 股東的 | |||||||||||
| 股票 |
| 股票 |
| 實收資本 |
| 赤字 |
| 收益(損失) |
| Equity |
| 利益 |
| Equity |
| |||||||||
截至2023年12月31日的餘額 |
| $ | |
| $ | |
| $ | |
| $ | ( |
| $ | ( | $ | |
| $ | |
| $ | | ||
普通股期權行使 | — | — | | — | — | | — | | |||||||||||||||||
同梅股份股權激勵的非控股權益部分 | — | — | ( | — | — | ( | | ( | |||||||||||||||||
股票補償 | — | — | | — | — | | — | | |||||||||||||||||
童美股票期權薪酬 | — | — | | — | — | | — | | |||||||||||||||||
淨虧損 | — | — | — | ( | — | ( | | ( | |||||||||||||||||
其他綜合損失 | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||
2024年3月31日的餘額 | $ | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | | |||||||||
普通股期權行使 | — | — | | — | — | | — | | |||||||||||||||||
統盟股票酬勞的非控制權益部分 | — | — | ( | — | — | ( | | ( | |||||||||||||||||
股票補償 | — | — | | — | — | | — | | |||||||||||||||||
同美股票期權酬勞 | — | — | | — | — | | — | | |||||||||||||||||
淨虧損 | — | — | — | ( | — | ( | | ( | |||||||||||||||||
其他綜合損失 | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||
截至2024年6月30日的餘額 |
| $ | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | | ||||||||
普通股期權已行使 | — | | | — | — | | — | | |||||||||||||||||
通美股份的非控股權利益部分股權補償 | — | — | ( | — | — | ( | | ( | |||||||||||||||||
股票補償 | — | — | | — | — | | — | | |||||||||||||||||
同美股權報酬 | — | — | | — | — | | — | | |||||||||||||||||
淨虧損 | — | — | — | ( | — | ( | | ( | |||||||||||||||||
其他綜合收益 | — | — | — | — | | | | | |||||||||||||||||
2024年9月30日的餘額 |
| $ | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | |
淨利潤(損失)和其他全面收入(損失)應歸可贖回的非控股權益所有者(淨損失
18
2023年9月30日結束的三個月和九個月的股東權益變動如下:
|
|
|
|
|
|
|
|
| 累積 | |||||||||||||||
其他 | AXt, Inc. |
|
|
| 總計 | |||||||||||||||||||
| 優先的 |
| Common |
| 額外的 |
| 累積 |
| 全面的 | 股東的 |
| 非控制權益 |
| 股東的 | ||||||||||
| 股票 |
| 股票 |
| 實收資本 |
| 赤字 |
| 收益(損失) |
| Equity |
| 利益 |
| Equity | |||||||||
截至2022年12月31日的餘額 |
| $ | |
| $ | |
| $ | |
| $ | ( |
| $ | ( | $ | |
| $ | |
| $ | | |
常見股票期權行使 | — | — | | — | — | | — | | ||||||||||||||||
對附屬公司的投資,包括非控股權益 | — | — | ( | — | — | ( | | | ||||||||||||||||
投資於具有可贖回非控制權益的子公司 | — | — | ( | — | — | ( | — | ( | ||||||||||||||||
Noncontrolling interest portion of Tongmei stock-based compensation | — | — | | — | — | | ( | | ||||||||||||||||
股票補償 | — | — | | — | — | | — | | ||||||||||||||||
同美股票期權薪酬 | — | — | | — | — | | — | | ||||||||||||||||
淨虧損 | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||
其他綜合收益 | — | — | — | — | | | | | ||||||||||||||||
2023年3月31日餘額 | $ | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | | ||||||||
行使普通股期權 | — | — | | — | — | | — | | ||||||||||||||||
投資於附屬公司,有非控股利益 | — | — | ( | — | — | ( | | | ||||||||||||||||
對可贖回非控制權益的子公司投資 | — | — | ( | — | — | ( | — | ( | ||||||||||||||||
同煤公司股權激勵中的非控制權益部分 | — | — | | — | — | | ( | | ||||||||||||||||
股票補償 | — | — | | — | — | | — | | ||||||||||||||||
同煤股票期權激勵 | — | — | | — | — | | — | | ||||||||||||||||
淨利潤(損失) | — | — | — | ( | — | ( | | ( | ||||||||||||||||
其他全面收益(虧損) | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||
截至2023年6月30日的餘額 |
| $ | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | | |||||||
普通股期權行權 | — | — | — | — | — | — | — | — | ||||||||||||||||
投資擁有非控股權益的子公司 | — | — | ( | — | — | ( | | | ||||||||||||||||
對可贖回的非控股權投資 | — | — | ( | ( | — | ( | ||||||||||||||||||
統美股份股份報酬中的非控股權益部分 | — | — | ( | — | — | ( | | ( | ||||||||||||||||
股票補償 | — | — | | — | — | | — | | ||||||||||||||||
同煤股票期權激勵 | — | — | | — | — | | — | | ||||||||||||||||
淨虧損 | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||
其他全面收益(虧損) | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||
截至2023年9月30日的餘額 |
| $ | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | |
淨虧損和其他全面收入歸可贖回非控股權益人爲$
19
截至2023年7月31日,續借貸款協議下未償還的借款額爲
股票回購計劃
2014年10月27日,我們的董事會批准了一個股票回購計劃,根據該計劃,我們可以回購高達 $
注9. 股權激勵
我們根據ASC 718規定來計算股權補償。 Stock Compensation-補償 股權補償成本是在每個授予日期根據獎勵的公允價值來衡量,並在員工必要服務期內確認爲費用。我們所有的股權補償均作爲權益工具進行覈算。
2015年5月,我們的股東批准了我們的2015年股權激勵計劃(「2015計劃」)。2015計劃取代了2007計劃。2007計劃的股份儲備成爲2015計劃的儲備,連同2015計劃下批准發行的額外股份。
以下表格總結了與我們的股權獎勵相關的薪酬成本(以千爲單位,每股數據除外):
截至三個月 | 截至九個月 | ||||||||||||
9月30日 | 9月30日 | ||||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| |||||
營運成本 | $ | | $ | | $ | | $ | | |||||
銷售、一般和管理費用 |
| |
| |
| |
| | |||||
研發費用 |
| |
| |
| |
| | |||||
淨損失的淨影響 | $ | | $ | | $ | | $ | |
截至2024年9月30日,未攤銷的與向員工授予的未行權股票期權相關的補償成本是 $
20
我們使用與ASC 718規定一致的Black-Scholes期權定價模型估算股票期權的公允價值。
以下表格總結了2024年9月30日截至九個月內的股票期權交易(以千爲單位,每股數據除外):
Weighted- | |||||||||||
|
|
| 價格 |
|
| ||||||
Weighted- | 剩餘 |
| |||||||||
數量的 | 平均 | 加權 | 總計 |
| |||||||
Options | 行權 | 壽命 | 截至2023年7月29日的餘額 |
| |||||||
期權未行使/未投資的限制性股票,截至2023年10月1日 |
| 未償還金額 |
| 價格 |
| (以年爲單位) |
| 價值 |
| ||
2024年1月1日的餘額 | | $ | |
| $ | | |||||
Granted |
| — |
| — | |||||||
已行使 |
| ( | | ||||||||
已取消和已過期 |
| — | — | ||||||||
2024年9月30日的餘額 |
| | $ | |
| $ | | ||||
2024年9月30日解鎖的期權以及預計會解鎖的未解鎖期權,扣除被放棄的部分 |
| | $ | |
| $ | | ||||
截至2024年9月30日可行使的期權 |
| | $ | |
| $ | |
上表中的總體內在價值表示總稅前內在價值,基於我們收盤價爲$
限制性股票獎勵
2024年9月30日結束的爲期九個月的限制性股票獎勵相關活動摘要如下(以千爲單位,每股數據除外):
|
| 平均 |
| |||
授予日期 |
| |||||
股份獎勵 |
| 分享 |
| 分享價值 |
| |
截至2024年1月1日未歸屬 | | $ | | |||
授予 |
| | $ | | ||
34,105 |
| ( | $ | | ||
被取消 | ( | $ | | |||
截至2024年9月30日尚未歸屬 |
| | $ | |
截至2024年9月30日,未攤銷的與未歸屬限制性股票獎勵相關的補償成本約爲$
風險,績效股份
在2023年3月和2024年2月,公司發行了分類爲股權獎勵的風險,績效股份。根據所需服務期間,根據實現指定財務績效指標的概率,按照直線法每季度確認費用,預期變化被認可爲調整於變動發生的期間。對於未獲得歸屬權的風險,績效股份,因爲服務或績效條件未得到滿足,並且之前已確認的補償成本將被撤銷,不會確認補償成本。風險,績效股份有資格根據公司的2015年股權激勵計劃(「計劃」)獲得股息相當價值,由董事會確定。公司將在出現棄權時確認棄權。
公司的風險,績效股份被分類爲股權,包含必須滿足的績效和服務條件,員工才能獲得股份。2022年2月發行的風險,績效股份的財務績效指標是基於2021年年底實際結果與公司2022年年底實際結果的比較。2022年3月發行的風險,績效股份的財務績效指標是基於2021年年底實際結果與公司2022年年底實際結果的比較。
21
2023年基於公司2023年的年終實際業績。2024年2月發行的風險高績效股票的財務業績指標基於公司2024年的年終實際業績。所有績效股份,如果獲得,仍需按年度歸屬
風險高績效股票的公允價值是根據公司最近一個財季的業績公開發行後的第一天公司普通股的收盤價確定的,此前經薪酬委員會和董事會批准,該批准被視爲授予日期。2024年2月和2023年3月被歸類爲股票獎勵的風險高績效股票的每股公允價值爲 $
2022年2月15日,薪酬委員會建議向莫里斯·楊博士提供補助金,董事會批准了該補助金
2023 年 3 月 15 日,薪酬委員會建議向莫里斯·楊博士提供補助金,董事會批准了該補助金
2024 年 2 月 20 日,薪酬委員會建議向莫里斯·楊博士提供補助金,董事會批准了該補助金
22
2024年9月30日,我們未投資的高風險績效股份狀況摘要如下(以千爲單位,每股數據除外):
|
| 平均 | |||
授予日期 | |||||
股份獎勵 |
| 分享 |
| 分享價值 | |
截至2024年1月1日未歸屬 | | $ | | ||
授予(1) |
| | $ | | |
34,105 |
| — | $ | — | |
被取消 | — | $ | — | ||
截至2024年9月30日尚未歸屬 |
| | $ | |
(1) | 呈現的股份數量是基於實現 |
截至2024年9月30日,未確認的股權報酬支出爲$
注10 每股淨虧損
基本每股淨利潤(虧損)是根據期內流通在外的普通股加權平均數量計算的,減去尚待回購和未實現的股票獎勵的普通股數。每股攤薄淨利潤(虧損)是根據期間內流通的普通股加權平均數量和潛在攤薄普通股數量計算的。未行使的股票期權和受限制股票獎勵的攤薄效應通過庫存法體現在攤薄每股收益中。潛在攤薄普通股包括可通過行使股票期權和解禁受限制股票獎勵而發行的普通股。在淨損失年度中,潛在攤薄普通股被排除在計算普通股加權平均數的計算之外,因爲其效應對計算產生增稀效應。
基本和攤薄每股淨虧損的分子和分母調節如下(以千爲單位,每股數據除外):
截至三個月 | 截至九個月 | ||||||||||||
9月30日 | 九月三十日 | ||||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| |||||
分子: | |||||||||||||
歸屬於AXt,Inc.的淨損失 | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Less:優先股股利 |
| ( |
| ( |
| ( |
| ( | |||||
可歸屬於普通股股東的淨虧損 | $ | ( | $ | ( | $ | ( | $ | ( | |||||
分母: | |||||||||||||
基本每股淨虧損的分母-加權平均普通股份 |
| |
| |
| |
| | |||||
攤薄效應: | |||||||||||||
普通股期權 |
| — |
| — |
| — |
| — | |||||
限制性股票獎勵 |
| — |
| — |
| — |
| — | |||||
每普通股攤薄後淨虧損的分母 |
| |
| |
| |
| | |||||
AXt,Inc.歸屬於普通股的淨損失每股: | |||||||||||||
基本 | $ | ( | $ | ( | $ | ( | $ | ( | |||||
攤薄 | $ | ( | $ | ( | $ | ( | $ | ( | |||||
期權被排除在每股稀釋淨虧損之外,因爲其影響是不利於稀釋的 |
| |
| |
| |
| | |||||
受限股票不包括在攤薄每股虧損中,因爲影響是抗稀釋的 |
| |
| |
| |
| |
股市
23
配合
注11.地域板塊信息和外國業務
分段信息
我們經營消費和調味品兩個業務板塊。消費板塊在全球範圍內生產、銷售和分銷香料、草藥、調味料混合物、調味品等美味佳餚。我們的消費板塊銷售規模包括零售渠道(如雜貨店、大型量販店、倉儲俱樂部、折扣店和藥店)和電子商務,使用「McCormick」品牌以及「French's」、 「Frank's RedHot」、「OLD BAY」、「Lawry's」、「Zatarain's」、「Simply Asia」、「Thai Kitchen」、「Ducros」、「Vahine」、「Cholula」、「Schwartz」、「Club House」、「Kamis」、「DaQiao」、「La Drogheria」、「Stubb's」和「Gourmet Garden」等世界各地品牌。我們的調味品解決方案板塊面向食品製造商和餐飲行業銷售,通過分銷商直接或間接銷售,我們在中國的業務除外,中國的餐飲銷售由我們的消費板塊管理並報告。
產品信息
以下表格顯示不同產品類型的營業收入金額(以千爲單位):
截至三個月 | 截至九個月 | |||||||||||||
9月30日 | 9月30日 | |||||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 |
|
| |||||
產品類型: | ||||||||||||||
底物 | $ | | $ | | $ | | $ | | ||||||
原材料和其他 |
| |
| |
| |
| | ||||||
總計 | $ | | $ | | $ | | $ | |
地理信息
以下表格顯示了針對運往對應地理區域客戶的產品報告的營業收入金額(以千爲單位):
截至三個月 | 截至九個月 | |||||||||||||
9月30日 | 9月30日 | |||||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 |
|
| |||||
地域板塊: | ||||||||||||||
中國 | $ | | $ | | $ | | $ | | ||||||
臺灣。 | | | | | ||||||||||
日本 |
| |
| |
| |
| | ||||||
亞太地區(不包括中國、臺灣和日本) | | | | | ||||||||||
歐洲(主要是德國) | | | | | ||||||||||
北美洲(主要是美國) |
| |
| | | | ||||||||
總計 | $ | | $ | | $ | | $ | |
24
長期資產主要包括房地產、廠房及設備和經營租賃權使用資產,並歸屬於其所在地的地理位置。按地域板塊劃分的長期資產淨值(減值後)如下(單位:千元):
截至 | |||||||
九月三十日 | 運營租賃負債: | ||||||
| 2024 |
| 2023 |
| |||
各地域板塊的長期資產,減去折舊: | |||||||
北美洲 | $ | | $ | | |||
中國 |
| |
| | |||
$ | | $ | |
重要客戶
我們對客戶的財務狀況進行持續信用評估,並在認爲必要時限制授信金額,但通常不要求提供抵押物。
附註12. 承諾和事項
保護協議
我們已經與董事和高管簽訂了賠償協議,要求我們賠償董事和高管由於其作爲董事或高管的身份或服務而可能產生的責任(除了因故意不當行爲導致的責任),爲他們提前支付因任何可能獲得賠償的訴訟而產生的費用,並在合理條件下獲得董事和高管保險,我們目前已經具備該保險。
產品保修
我們爲產品提供特定時間範圍的保修服務,一般來說,
25
以下表格反映了截至2024年和2023年9月30日三個月和九個月內包含在壓縮綜合資產負債表中「應計負債」中的保修準備金的變動情況(以千爲單位):
截至三個月 | 截至九個月 |
| |||||||||||
九月三十日 | 九月30日, |
| |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| |||||
開始計提產品保修 | $ | | $ | | $ | | $ | | |||||
已發出的保脩金的應計 |
| |
| |
| |
| | |||||
與預先存在的保修相關的調整,包括到期和估計變更 |
| |
| |
| ( |
| ( | |||||
保修維修成本 |
| ( |
| ( |
| ( |
| ( | |||||
Ending accrued product warranty | $ | | $ | | $ | | $ | |
合同義務
在2020年,我們與一家競爭對手簽訂了一項交叉許可和盟約協議("交叉許可協議"),該協議於2020年1月1日開始,到2029年12月31日到期。交叉許可協議是一項固定成本的交叉許可協議,而不是基於營業收入或單位的變量成本交叉許可協議。根據交叉許可協議,我們有義務每年進行支付
土地購買與投資協議
2017年,保定通美在中國定興建立了硅片加工生產線。除了與一傢俬人房地產開發公司簽訂的土地權和建築購買協議以收購我們的新制造業-半導體設施外,保定通美還與定興當地政府簽訂了合作協議。定興當地政府除了承諾全力支持和合作,還將根據保定通美達到一定里程碑而發放一定的信用額度或折扣。保定通美則同意隨着時間僱傭當地工人,按時支付稅款,並最終展示價值、資產、資金總額約爲1000萬美元的投資。該投資將包括用於購買土地和建築的現金,存在於本地銀行以我們名義存放的現金,新舊設備的總價值(包括將來可能用於硒化銦和鍺基片生產的設備),客戶清單或我們基片最終用戶的視爲價值,例如,三維傳感VCSEL(垂直腔面發射激光器)的最終用戶,當地公民就業的視爲價值,我們專有工藝技術的視爲價值,其他知識產權,其他無形資產以及其他價值附加項目。沒有必須在特定時間完成的時間表或截止日期,而是一項保定通美與定興當地政府達成的善意契約。此外,如果任何一方違反協議,協議中並未規定具體處罰。然而,協議規定雙方各自有權要求對方賠償損失。在特定條件下,定興當地政府可按評估價購買土地和建築。我們認爲這類合作協議在中國是正常的、慣例的和普遍的,未來的估值是靈活的。朝陽通美在中國卡佐市也與當地政府簽訂了類似的協議,儘管規模較小。朝陽通美在卡佐市的目標總投資約爲
具有違約罰款的購買義務
在正常業務過程中,我們向各種供應商發出購買訂單。在某些情況下,如果我們取消購買訂單,我們可能會支付罰款。 截至2024年9月30日,公司沒有任何未履行的購買訂單會導致罰款。
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法律訴訟
我們可能不時涉及司法或行政訴訟,涉及業務常規事務。我們預計這些事項中的任何一個,無論是個別的還是總體的,都不會對我們的業務、財務狀況、現金流或運營結果產生重大不利影響。
2024年5月6日,在美國紐約東區地方法院代表購買或獲取我們公開交易證券的個人或實體提起了股東集體訴訟訴訟。被告包括我們、首席執行官Morris S. Young和首席財務官Gary L. Fischer。法院將案件轉至位於我們總部所在地加利福尼亞北區地方法院。已指定首席原告,並提交了修正訴狀。修正訴狀聲稱一個假定的訴訟期間爲2021年3月24日至2024年4月3日(「訴訟期」)。修正訴狀聲稱被告違反了1934年修正案《證券交易法》第10(b)條和20(a)條,以及被告制定並頒佈的規則1005,要求未指定的經濟賠償、利息和律師費。2014年11月8日截止提交駁回動議。
2024年8月22日,在加利福尼亞北區地方法院,一位股東對首席執行官Morris S. Young、首席財務官Gary L. Fischer、現任董事David C. Chang、Jesse Chen和Christine Russell,以及前董事Leonard J. LeBlanc提起了一起衍生訴訟,公司被指定爲名義被告。訴狀聲稱被告基於假定的股東集體訴訟原告方訴狀中所陳述的指控,違反了對公司的受託責任。駁回動議截止日期爲2024年11月15日。
目前無法合理評估這些訴訟的最終結果,也無法合理估計這些訴訟可能的損失或損失範圍。管理層認爲這些索賠毫無根據,並打算積極進行辯護。
注意13。其他收益(費用),淨額
2024年9月30日和2023年,其他收益(費用),淨額,包括分別來自政府機構的技術創新和就業創造獎的$
此外,我們分別在2024年和2023年截至9月30日的三個月期間,分別獲得了外幣交易所得$
附註14. 所得稅
我們按照ASC主題740的規定進行所得稅覈算,所得稅(「ASC 740」)要求使用實施稅率來確認遞延稅資產和負債,以反映已記錄資產和負債的賬面與稅基之間的暫時差異。ASC 740還要求若遞延稅資產可能不會實現的部分超過實現的概率,遞延稅資產須減記減值準備。
我們根據全球收入的地理構成和每個地域的稅法規定(尤其是中國)提供所得稅準備。計算稅務責任涉及對估計複雜稅法應用中不確定性影響的重要判斷,尤其是在中國等外國國家。
我們將與不確定稅務立場相關的利息和罰款識別在所得稅費用中。2024 年 9 月 30 日結束的三個月和九個月的所得稅費用包括
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returns in the U.S. federal, various states and foreign jurisdictions. Currently, there is no tax audit in any of the jurisdictions and we do not expect there will be any significant change to this.
Provision for income taxes for the three and nine months ended September 30, 2024 was mostly related to our wholly owned China subsidiaries and our partially owned subsidiaries in China. Income taxes and certain state taxes, have been provided for our U.S. operations as most of the income in the U.S. had been fully offset by utilization of federal and state net operating loss carryforwards.
Under the 2017 Tax Cuts and Jobs Act, research and experimental (“R&E”), expenditures incurred or paid for tax years beginning after December 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 the U.S. or 15 years for research conducted in a foreign jurisdiction. We capitalize the R&E expense incurred by our China subsidiaries and amortize it over 15 years.
California Senate Bill 167 was signed into law by the acting governor on June 27, 2024. The bill makes several tax changes designed to alleviate the 2024-2025 budget. For tax years beginning on or after January 1, 2024, and before January 1, 2027, net operating losses (NOLs) are suspended for both corporate and personal income taxes. The suspension will not apply to any taxpayer with net business income or modified adjusted income of less than $1 million. Another provision in Senate Bill 167 limits the use of credits for tax years beginning on or after January 1, 2024, and before January 1, 2027. During this period, a business (including all taxpayers that are members of a combined report) may claim a total of only $5 million in credits under both the Corporation and Personal Income Tax laws (including the carryover of any business credit). Since the Company’s profit level is below $1 million, Bill 167 has no impact on the Company.
Note 15. Revenue
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, 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.
We have elected to account for shipping and handling as activities to fulfill the promise to transfer the goods. Shipping and handling fees billed to customers in a sales transaction are recorded as an offset to shipping and handling expenses. Sales taxes and value added taxes in foreign jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from revenue.
We do not provide training, installation or commissioning services. We provide for future returns based on historical data, prior experience, current economic trends and changes in customer demand at the time revenue is recognized. We do not recognize any asset associated with the incremental cost of obtaining revenue generating customer contracts. As such, sales commissions are expensed as incurred, given that the expected period of benefit is less than
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Contract Balances
Contract assets are recorded when we have a conditional right to consideration for our completed performance under the contracts. Accounts receivables are recorded when the right to this consideration becomes unconditional. We believe the fair value of our accounts receivable approximates its carrying value due to its short maturities and nominal credit risk. We do not have any material contract assets as of September 30, 2024. In some contracts we require payment in advance of shipment, per a billing schedule reflected in our customer contracts, and the payment is recorded as a contract liability.
September 30, | December 31, | ||||||
2024 | 2023 | ||||||
Contract liabilities | $ | | $ | | |||
During the three and nine months ended September 30, 2024, the Company recognized $ |
Disaggregated Revenue
In general, revenue disaggregated by product types and geography (see Note 11) is aligned according to the nature and economic characteristics of our business and provides meaningful disaggregation of our results of operations. Since we operate in
Note 16. Loans and Line of Credit
Our bank loans and credit facilities typically have a term of 12 months or less and are included in “Short-term loans” in our condensed consolidated balance sheets.
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Loan | Interest | December 31, | September 30, | |||||||||
Subsidiary | Bank | Detail | Rate | Start Date | Due Date | 2023 | 2024 | |||||
Tongmei | Bank of China (1) | $ | | % | January-23 | January-24 | $ | | $ | - | ||
| % | March-23 | March-24 | | - | |||||||
| % | September-23 | September-24 | | - | |||||||
| % | November-23 | November-24 | | | |||||||
| % | November-23 | November-24 | | | |||||||
Bank of China (2) | | % | January-23 | January-24 | | - | ||||||
| % | January-24 | January-25 | - | | |||||||
Bank of China (5) | | % | September-24 | September-25 | - | | ||||||
Bank of Communications (1) | | % | January-23 | January-24 | | - | ||||||
| % | May-23 | May-24 | | - | |||||||
| % | July-23 | May-24 | | - | |||||||
| % | May-24 | May-25 | - | | |||||||
| % | June-24 | May-25 | - | | |||||||
China Merchants Bank (1) | | % | January-23 | January-24 | | - | ||||||
| % | January-24 | January-25 | - | | |||||||
| % | February-24 | February-25 | - | | |||||||
| % | April-24 | April-25 | - | | |||||||
Bank of Beijing (3) | | % | January-23 | January-24 | | - | ||||||
| % | June-23 | May-24 | | - | |||||||
| % | June-23 | February-24 | | - | |||||||
| % | December-23 | December-24 | | | |||||||
| % | March-24 | February-25 | - | | |||||||
| % | March-24 | December-24 | - | | |||||||
| % | June-24 | June-25 | - | | |||||||
Industrial Bank (1) | | % | June-23 | June-24 | | - | ||||||
| % | July-23 | July-24 | | - | |||||||
| % | September-23 | September-24 | | - | |||||||
| % | September-24 | September-25 | - | | |||||||
NingBo Bank (1) | | % | August-23 | September-24 | | - | ||||||
| % | November-23 | November-24 | | | |||||||
| % | December-23 | December-24 | | | |||||||
| % | January-24 | January-25 | - | | |||||||
| % | May-24 | March-25 | - | | |||||||
Industrial and Commercial Bank of China (1) | | % | September-23 | September-24 | | - | ||||||
| % | September-24 | September-25 | - | | |||||||
NanJing Bank (1) | | % | October-23 | October-24 | | | ||||||
China Citic Bank (1) | | % | June-24 | June-25 | - | | ||||||
| % | July-24 | July-25 | - | | |||||||
| % | September-24 | September-25 | - | | |||||||
BoYu | Industrial and Commercial Bank of China (4) | | % | December-23 | December-24 | | - | |||||
Industrial and Commercial Bank of China (1) | | % | September-24 | September-25 | - | | ||||||
Bank of China (1) | | % | January-23 | January-24 | | - | ||||||
| % | September-24 | September-25 | - | | |||||||
NingBo Bank (1) | | % | November-23 | May-24 | | - | ||||||
| % | May-24 | November-24 | - | | |||||||
| % | July-24 | October-24 | - | | |||||||
Industrial Bank (1) | | % | September-23 | September-24 | | - | ||||||
Bank of Communications (1) | | % | November-23 | May-24 | | - | ||||||
| % | May-24 | May-25 | - | | |||||||
NanJing Bank (1) | | % | January-24 | January-25 | - | | ||||||
Loan Balance | $ | | $ | |
Collateral for the above bank loans and line of credit
(1) | Not collateralized. |
(2) | ChaoYang LiMei time deposit. |
(3) | AXT time deposit. |
(4) | BoYu’s land use rights and its building located at its facility in Tianjin, China. In addition, the December 2023 loan attracts a guarantee fee amounting to |
(5) | Baoding Tongmei’s land use rights and its building located at its facility in Dingxing, China. In addition, the loan attracts a guarantee fee amounting to |
Long-term Loans
On January 30, 2024, the Company secured a new line of credit amounting to $
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The credit facility is collateralized by the real estate properties owned by ChaoYang Tongmei. In January 2024, the Company borrowed $
In December 2023, one of our consolidated subsidiaries, ChaoYang XinMei secured a loan of approximately $
As of September 30, 2024, the maturities of our long-term loan liabilities in five years (excluding short-term loans) are as follows (in thousands):
Maturity of long-term loans |
| |
2025 | $ | |
2026 | | |
2027 | | |
2028 | | |
2029 | |
In summary, short-term loans of $
Note 17. Leases
We lease certain equipment, office space, warehouse and facilities under long-term operating leases expiring at various dates through July 2029. The majority of our lease obligations relate to our lease agreement for our facility in Fremont, California with approximately
Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. All of our leases are classified as operating leases and substantially all of our operating leases are comprised of equipment and office space leases. None of our leases are classified as finance leases.
For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease.
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The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, our secured incremental borrowing rate for the same term as the underlying lease.
Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early.
Lease expense for operating leases consists of the lease payments plus any initial direct costs, primarily brokerage commissions, and is recognized on a straight-line basis over the lease term.
We have elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases on our right-of-use asset and lease liability was not material.
As of September 30, 2024, the maturities of our operating lease liabilities (excluding short-term leases) are as follows (in thousands):
Maturity of Lease Liabilities |
| |
2024 | $ | |
2025 | | |
2026 | | |
2027 | | |
2028 | | |
Thereafter | | |
Total minimum lease payments | | |
Less: Interest | ( | |
Present value of lease obligations | | |
( | ||
Long-term portion of lease obligations | $ | |
The weighted-average remaining lease term and the weighted-average discount rate for our operating leases as of each date is as follows:
September 30, | December 31, | ||||
2024 | 2023 | ||||
Weighted-average remaining lease term (years) | |||||
Weighted-average discount rate | | % | | % |
Supplemental cash flow information related to leases where we are the lessee is as follows (in thousands):
Nine Months Ended | |||||||
September 30, | |||||||
2024 | 2023 | ||||||
Cash paid for amounts included in the measurement of lease liabilities: | |||||||
Operating cash flows from operating leases | $ | | $ | |
The components of lease expense are as follows (in thousands) within our condensed consolidated statements of operations:
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Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||
Operating lease | $ | | $ | | $ | | $ | | ||||
Short-term lease expense | | | | | ||||||||
Total | $ | | $ | | $ | | $ | |
Note 18. Redeemable Noncontrolling Interests
As discussed in Note 1, during the quarter ended December 31, 2020, Tongmei entered into the Capital Investment Agreements with Investors that invested approximately $
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 the Shanghai Stock Exchange, is not approved by the Chinese Securities Regulatory Commission (“CSRC”) or Tongmei cancels the IPO application. The aggregate redemption amount is approximately $
Tongmei submitted its IPO application to the Shanghai Stock Exchange in December 2021 and it was formally accepted for review on January 10, 2022. The Shanghai Stock Exchange approved the IPO application on July 12, 2022. On August 1, 2022, the CSRC accepted for review Tongmei’s IPO application. 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 hopes to accomplish this goal in the coming months. The listing of Tongmei on the STAR Market will not change the status of AXT as a U.S. public company.
The components of the change in redeemable noncontrolling interests for the nine months ended September 30, 2024 are presented in the following table (in thousands):
Balance as of January 1, 2024 | $ | |
Equity issuance costs incurred | ( | |
Stock-based compensation attributable to redeemable noncontrolling interests | | |
Net loss attributable to redeemable noncontrolling interests | ( | |
Effect of foreign currency translation on redeemable noncontrolling interests | | |
Effect of foreign currency translation attributable to redeemable noncontrolling interests | | |
Balance as of September 30, 2024 | $ | |
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注意19. 最近的會計公告
在2023年11月,金融會計準則委員會("FASB")發佈了ASU 2023-07——部門報告(主題280):可報告部門披露的改進,旨在增強財務報表中提供的部門信息的透明度和相關性。本次更新的修訂要求公共實體披露重要的部門費用、利潤或損失及資產等信息,針對每個可報告的部門,按年度和期間披露。該更新適用於2023年12月15日後開始的財年及2024年12月15日後財年內的期間。新標準的採用不會對我們的合併基本報表產生重大影響。
在2023年12月,FASB發佈了ASU 2023-09——所得稅(主題740):所得稅披露的改進,旨在幫助投資者更好地理解實體在管轄稅收立法潛在變化下的風險和機會。此外,該更新改善了評估影響現金流預測和資本分配決策的所得稅信息的方式。該更新自2024年12月15日後開始的年度期間適用於公共業務實體,按前瞻性方式實施。新標準的採用對我們的合併基本報表將產生不重要的影響。
在2024年3月,FASB發佈了ASU 2024-01—— Compensation——股票補償(主題718)。該更新增加了一個示例,旨在澄清根據主題718適用利潤權益獎勵的範圍。該更新適用於2024年12月15日後開始的年度期間以及這些年度期間內的中期期間。新標準的採用對我們的簡明合併基本報表將產生微不足道的影響。
註釋20。後續事件
在2024年10月和11月,公司獲得了總計$
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第 2 項。管理層的討論N 以及財務狀況和經營業績分析
本特拉華州公司AxT, Inc.(「AXT」、「公司」、「我們」 和 「我們的」 指AxT, Inc.及其合併子公司)的10-Q表季度報告包含經修訂的1933年《證券法》第27A條和經修訂的1934年《證券交易法》(「交易法」)第21E條所指的前瞻性陳述。有關我們對經營業績、市場和客戶對我們產品的需求、我們產品的客戶資格、我們擴大市場或增加銷售的能力、使用在我們基板上製造的芯片或設備的新興應用,包括在人工智能(「AI」)應用中使用InP晶圓基板、新產品、應用、增強或技術的開發和採用、我們產品和支出應用的生命週期、產品收益和毛利率的聲明,級別,通過某些會計公告的影響、我們在資本項目上的投資、增加新工廠的產量、因裁員而產生的潛在遣散費、我們吸引新客戶來自中國新制造基地的合格基材的能力、我們利用或提高製造能力的能力,以及我們認爲我們有足夠的現金和投資來滿足未來12個月的需求的信念都是前瞻性陳述。此外,關於完成與我方晶圓製造公司北京通美芯泰科技股份有限公司(「通美」)在上海證券交易所科技創新板(「STAR市場」)的擬議上市相關的步驟、獲准在科創板上市的同美股份的聲明,通美在科創板上市的時間和完成均爲前瞻性陳述。諸如 「期望」、「預期」、「打算」、「計劃」、「相信」、「尋求」、「估計」、「目標」、「應該」、「繼續」、「將」、「可能」 之類的詞語以及此類詞語的類似表述或變體旨在識別前瞻性陳述,但不是本10-Q表季度報告中識別前瞻性陳述的唯一手段。此外,有關未來事項的聲明均爲前瞻性陳述,例如我們的戰略和計劃、行業趨勢和趨勢的影響、關稅和貿易戰、地緣政治緊張局勢、中國的出口限制、COVID-19 疫情對我們業務的潛在或預期影響、經營業績和財務狀況、中國的強制性工廠關閉、中國政策法規的變化以及經濟週期對我們業務的影響。
我們的前瞻性陳述基於假設,這些假設受與公司運營和業務環境相關的不確定性和因素的影響,這可能導致實際業績與本10-Q表季度報告中表達或暗示的前瞻性陳述中明示或暗示的業績存在重大差異。這些不確定性和因素包括但不限於:中國私募股權基金撤回、取消或要求贖回其在同煤的投資,在滿足中國各政府機構對同煤投資和通煤股份在科創板上市的要求方面面臨的行政挑戰,繼續開放公司在科創板上市的渠道,投資者對在科創板上市股票的熱情以及地緣投資中國之間的政治緊張局勢和美國。其他不確定性和因素包括但不限於:重要訂單的時間和接收;取消訂單和退回產品;使用在我們基板上製造的芯片或設備的新興應用;最終用戶對包含在我們基板上製造的芯片或設備的產品的接受程度;我們向市場推出新產品的能力;競爭對手的產品公告;控制成本和提高效率的能力;利用我們的製造能力的能力;產品產量及其對毛利率的影響;生產線的搬遷和產量的增加;中國可能因空氣污染而關閉工廠;COVID-19 或其他傳染病疫情;當前 COVID-19 疫苗的供應;關稅和其他貿易戰問題;中國的出口限制;我們部分控股供應鏈公司的財務業績;中國的政策法規;以及本10-Q表季度報告中列出的其他因素,包括標題爲 「」 的章節中列出的因素 「風險因素」 見下文第二部分第 1A 項。所有前瞻性陳述均基於管理層截至本10-Q表季度報告發布之日的觀點,並存在風險和不確定性,這些風險和不確定性可能導致實際業績與歷史業績或此類前瞻性陳述中的預期業績存在重大差異。此類風險和不確定性包括下文第二部分第1A項中標題爲 「風險因素」 的部分中列出的風險和不確定性,以及本10-Q表季度報告中其他地方討論的風險和不確定性,這些風險和不確定性確定了可能干擾或損害我們的業務或導致實際業績與任何此類前瞻性陳述中的預測存在重大差異的重要因素。
這些前瞻性陳述並不能保證未來的表現。提醒讀者不要過分依賴這些前瞻性陳述,這些陳述僅代表截至本文發佈之日。我們敦促讀者仔細閱讀和考慮本10-Q表季度報告中作出的各種披露,這些披露旨在向利益相關方提供可能影響我們的業務、財務狀況、經營業績和前景的風險和因素建議。我們沒有義務修改或更新任何前瞻性陳述,以反映本10-Q表季度報告發布之日後可能出現的任何事態發展、事件或情況。 本討論應與我們的管理層對財務狀況和經營業績的討論和分析一起閱讀
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2023年度報告(「2023年度報告」)以及本季度報告中包含的簡明綜合財務報表(表格10-Q)
概述
AXt是一家全球性的材料科學公司,致力於開發和生產高性能複合和單元半導體襯底,也稱爲晶片。我們的兩家子公司生產和出售某些原材料,其中一些用於我們的襯底製造過程,另一些則出售給其他公司。
在典型的硅襯底無法滿足半導體或光電子器件的性能要求時,我們的襯底晶片便得以使用。用於生產半導體芯片和其他電子電路的主要襯底是硅製成的。然而,如果以硅作爲基礎材料,某些芯片可能會過熱或執行功能過慢。此外,光電子應用(如LED照明和芯片激光器等)不使用硅襯底,因爲它們需要無法使用硅實現的波形頻率。在這些情況下,會使用替代材料或特種材料來替代硅作爲首選基材。我們的晶片提供這些替代或特種材料。我們不設計或製造芯片,通過研究、開發和生產特種材料晶片,爲其增值。我們有兩個產品線:特種材料襯底和與這些襯底密切相關的原材料。我們的複合襯底將銦與磷(銦磷化物:InP)或鎵與砷(砷化鎵:GaAs)結合。我們的單元素襯底是由鍺(Ge)製成的。
InP是一種高性能半導體晶片基板,用於寬帶和光纖應用、5g概念基礎設施和數據中心連接。數據中心使用InP器件進行高速光學數據傳輸。我們相信人工智能應用的增長將增加對高速數據傳輸的需求,這可能導致這些數據中心對InP基板的需求增加。目前,InP基板正被用於某些消費產品中,包括移動設備中的接近傳感器、生物識別可穿戴設備和其他健康監測應用。近年來,InP需求增加。半絕緣GaAs基板用於創建各種高速微波元件,包括用於手機、衛星通信和廣播電視應用的功率放大器芯片。半導GaAs基板用於創建光電產品,如用於各種應用的發光二極管(LED),包括汽車照明、園藝、標識、顯示、傳感器和機器視覺。半導GaAs基板也用於製造工業激光器。GaAs晶片還可用於製造面向提高屏幕技術的人臉識別和微型LED的垂直腔面發射激光器(VCSELs)。Ge基板用於各種應用,例如用於空間和陸地光伏應用的太陽能電池片。
我們的供應鏈策略包括幾家整合的原材料公司。其中一家整合公司生產用於單晶體生長過程中的高溫(通常在500攝氏度到1500攝氏度範圍內)生長過程的熱解硼氮(pBN)坩堝,生長OLED(有機發光二極管)工具時的擴散環,在MOCVD(金屬有機化學氣相沉積)反應器和MBE(分子束外延)反應器中的外延層生長。我們在自己的晶體生長過程中使用這些pBN坩堝,它們也在開放市場上向其他公司銷售。第二家整合公司將原始鎵轉化爲純化鎵。我們使用純化鎵來生產我們的GaAs基板,它也在開放市場上向其他公司銷售,用於生產磁性材料、高溫溫度計、單晶體生長過程,包括砷化鎵、氮化鎵、膽砷化鎵和磷化鎵晶體等材料和合金。除了純化鎵,第二家整合公司還生產InP基礎材料,然後我們用來生長單晶體晶體。我們的基板產品組在2023年、2022年和2021年分別產生了我們綜合營業收入的63%、79%和75%,而我們的原材料產品組分別爲37%、21%和25%。
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以下圖表顯示了我們的基板產品及其材料、直徑和示例應用,並顯示了我們的原材料組主要產品及其示例用途和應用。
產品 |
| |
基板組和晶圓直徑 | 應用樣本 | |
磷化銦 | • 使用光/激光進行數據中心連接 | |
(磷化銦) | • 在數據中心內實現高速數據傳輸,以支持人工智能應用 | |
2”, 3”, 4” | • 5g通信 | |
• 光纖激光器和檢測器 | ||
• 消費設備 | ||
• 被動光網絡(PONs) | ||
• 硅光子學 | ||
• 光子集成電路(PICs) | ||
• 熱光伏(TPV) | ||
• 射頻放大器和開關(軍事無線電 & 5g概念) | ||
• 紅外發光二極管(LED)運動控制 | ||
• 激光雷達用於機器人和自動駕駛車輛 | ||
• 紅外熱成像 | ||
• 砷化鎵 | • Wi-Fi設備 | |
(氮化鎵 - 半絕緣體) | • 物聯網設備 | |
1”, 2”, 3”, 4”, 5”, 6” | • 高性能晶體管 | |
• 電視直播 | ||
• 無線設備的功率放大器 | ||
• 衛星通信 | ||
• 用於無人機和汽車的高效率太陽能電池 | ||
• 太陽能電池 | ||
• 砷化鎵 | • 高亮度LEDs | |
(氮化鎵 - 半導體) | • 使用微型LED的屏幕顯示 | |
1”, 2”, 3”, 4”, 5”, 6”, 8” | • 打印頭激光和LED | |
• 使用VCSEL進行3D感應 | ||
• 使用VCSEL進行idc概念通信 | ||
• 工業機器人/近紅外傳感器 | ||
• 激光加工、切割和鑽孔 | ||
• 光耦合器 | ||
• 用於無人機和汽車的高效太陽能電池 | ||
• 其他激光器 | ||
• 夜視鏡 | ||
• 用於機器人和自主車輛的激光雷達 | ||
• 電池片 | ||
鍺 | • 多結構電池片用於衛星 | |
(鍺) | • 光學傳感器和探測器 | |
2”, 4”, 6” | • 陸地集中光伏(CPV)電池 | |
• 紅外探測器 | ||
• LED的載體晶圓 | ||
原材料組 | ||
6N+和7N+純化的氮化鎵 | • 用於單晶棒的關鍵材料,如: | |
- 砷化鎵 (GaAs) | ||
- 氮化鎵 (GaN) | ||
- 銻化鎵 (GaSb) | ||
- 磷化鎵 (GaP) | ||
三氧化二硼 (B2O3) | • III-V化合物半導體晶錠生長的封裝材料 | |
鎵鎂合金 | • 用於在半導體晶圓的外延生長中合成有機鎵化合物 | |
熱解硼氮化物(pBN)坩堝 | • 用於生長單晶複合半導體晶體棒時使用 | |
• 用作生長OLED工具時的浸滲環 | ||
pBN絕緣零部件 | • 用於MOCVD反應器 | |
• 用於在分子束外延(MBE)反應器中生長外延層時使用 |
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All of our substrate products and raw material products are manufactured in the People’s Republic of China (PRC or China) by our PRC subsidiaries and PRC joint ventures. The PRC generally has favorable costs for facilities and labor compared with comparable facilities in the United States, Europe or Japan. Our supply chain includes partial ownership of raw material companies in China (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. In the event of industry-wide supply shortages we believe our vertically integrated supply chain strategy will be even more advantageous. 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.
In 2015, the Beijing city government announced its decision to move most of its offices to the Tongzhou district where our original manufacturing facility is currently located. The Beijing city government has moved 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, named Green Heart City Park, was built across the street from our facility and Universal 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 Tongmei, 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, 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. By December 31, 2019, we had ceased all crystal growth for gallium arsenide in our original manufacturing facility in Beijing and transferred 100% of our ingot production to the new manufacturing facility of our PRC subsidiary, ChaoYang Tongmei Xtal Technology Co., Ltd., (“ChaoYang Tongmei”), in Kazuo, a city approximately 250 miles from Beijing. We transferred our wafer processing equipment for gallium arsenide to Baoding Tongmei’s new manufacturing facility in Dingxing, a city approximately 75 miles from Beijing. These new facilities enabled us to expand capacity and upgrade some of the equipment. In 2021 and 2022, we added additional equipment, including certain more advanced equipment. We have also invested in additional buildings to complement the initial construction and add capacity as needed. Our PRC subsidiaries also acquired sufficient land to enable them to add facilities, if needed in the future. We believe our success in the relocation and our ability to add capacity in the future gives us competitive advantages. In addition, a new level of technological sophistication in our manufacturing capabilities is enabling us to support the major trends that we believe are likely to drive demand for our products in the years ahead.
New customer qualifications and expanding capacity as needed require us to continue to diligently address the many details that arise at each of our 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.
On November 16, 2020, we announced a strategic initiative to access China’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 in China. 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 in China (“Investors”) to invest funds in Tongmei. By December 31,
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2020年,包括10只股權投資基金的投資者已經與同梅簽訂了兩套正式交易文件,每套文件包括一個增資協議以及某些補充協議,形式基本相同(統稱爲「資本投資協議」),總投資額約爲4810萬美金。投資交易中使用的貨幣爲人民幣,本季度報告將其轉換爲近似的美元。剩餘約150萬新資本的投資於2021年1月融資。政府於2021年1月25日批准了約4900萬的投資。作爲對約4900萬投資的回報,投資者獲得了同梅7.28%的可贖回非控股權益。
根據與投資者簽訂的資本投資協議,每位投資者有權要求AXt按其最初支付的購買價格,且不計息,贖回其所持有的所有或部分同梅股份,如果首次公開募股未能通過上海證券交易所的審計,或未獲得中國證券監督管理委員會(「CSRC」)的批准,或者同梅取消首次公開募股申請。總贖回金額約爲4900萬,受贖回時匯率變量的影響。
同梅於2021年12月向上海證券交易所提交了首次公開募股申請,並於2022年1月10日正式接受審查。上海證券交易所於2022年7月12日批准了首次公開募股申請。2022年8月1日,CSRC接受了同梅首次公開募股申請的審查。科創板首次公開募股仍需經過CSRC及其他相關部門的審核和批准。科創板上市的過程包括幾個審查階段,因此是一個漫長的過程。在接受CSRC及其他相關部門審核和批准的前提下,同梅希望在接下來的幾個月內實現這一目標。同梅在科創板的上市不會改變AXt作爲一家美國上市公司的地位。
在科創板首次公開募股(IPO)流程的早期階段,涉及某些實體的重組和資產在同美名下的整合。在這方面,我們的兩家合併原材料公司,即南京金美鎵有限公司(「金美」)和北京博宇半導體器件工藝技術有限公司(「博宇」)及其子公司於2020年12月被劃歸爲同美。截至2021年6月30日,AXt-Tongmei, Inc.(AXt的全資子公司)被劃歸爲同美。金美、博宇及其子公司以及AXt-Tongmei, Inc.的劃歸增加了同美可歸屬的客戶和員工人數,同時也增加了同美的合併營業收入。
我們既不是中國境內的運營公司,也不通過使用可變利益實體(「VIEs」)在中國進行業務。近期中國政府關於VIEs的使用及數據安全或反壟斷問題的聲明和監管行動並沒有影響我們開展業務或繼續在納斯達克全球精選市場上市的能力。
以下組織結構圖描繪了截至2024年9月30日的合併結構;
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我們在中國的子公司和合資企業的業務受複雜且迅速發展的法律法規的影響,這些法律法規可能會迅速變化且幾乎沒有任何提前通知。中國政府是一個單一政黨的形式,擁有幾乎無限的權力,能夠干預或影響在中國的商業運營。在過去,我們經歷了中國政府的干預或影響,以及在中國法律法規的變化,當時我們接到北京市政府的指示,必須搬遷部分位於北京的製造設施,我們預計這種干預或影響或中國法律法規的變化在未來可能會發生。
在正常的業務過程中,我們的中國子公司和合資企業需要在中國運營的許可證和執照。這些許可證和執照包括在製造過程中使用危險材料的許可證。中國政府不時發佈新規定,這可能要求我們的中國子公司和合資企業採取額外的行動以遵守。例如,在2015年2月27日,中國國家安全生產監管局更新了其危險物質名單。之前於2002年發佈的名單並沒有限制我們在晶片中使用的材料。新的名單增加了砷化鎵。由於新發佈的名單,我們需要申請額外的許可證。在正常的業務過程中,我們的中國子公司和合資企業按要求申請許可證。任何此類干預或影響或中國法律法規的變化可能會導致我們在中國的運營和/或我們普通股的價值發生重大變化,或者導致這些證券的價值顯著下降或變得一文不值。
在2018年9月,特朗普政府宣佈了數千類商品的清單,這些商品在進口到美國時需要繳納關稅。這一聲明對我們進口到美國的晶片基板徵收了關稅。初始關稅率爲10%,隨後增加到25%。大約6%的我們的營業收入來源於將我們的晶片進口到美國,我們預計這一成交量將會增加。截止2024年和2023年9月30日的九個月,我們分別支付了約569,000美元和768,000美元的關稅。未來關稅和貿易戰的影響尚不明確。
自2023年8月1日起,中國政府要求出口與鎵和鍺相關的材料及使用這些材料的衍生產品必須獲得出口許可證。通美需爲氮化鎵和鍺晶圓基板申請出口許可證,每份申請必須說明出口產品的最終用途。這些規定讓通美需要採取新的管理措施。在某些情況下,中國政府未發放所需的許可證,導致我們的發貨延遲。
我們建立了一個垂直整合的供應鏈,並通過我們的公司結構以三種方式轉移現金。首先,我們對我們的中國子公司投資進行資本化。我們向中國子公司授權知識產權,並從中國子公司獲得特許權使用費或一次性費用。其次,我們利用轉讓定價安排從中國子公司和中資合資企業購買晶圓和原材料。我們每年與獨立的註冊公共會計師事務所審查轉讓定價安排的條款。在過去,我們向中國子公司出售根據其要求購買的資本設備,並獲得相應中國子公司的報銷。近年來,通美從臺灣、日本、中國、歐洲或韓國的供應商處購買資本設備。第三,我們的中國子公司和中資合資企業向公司內部實體支付分紅派息。截止2024年9月30日的九個月內,來自我們的中國子公司和中資原材料合資企業直接或通過公司內部的中介實體支付給公司的分紅派息總額爲210萬。截止2023年12月31日的年度內,來自我們的中國子公司和中資原材料合資企業直接或通過公司內部的中介實體支付給公司的分紅派息總額約爲430萬。截止2023年12月31日的年度內,從我們的中國子公司和中資原材料合資企業支付給少數股東的分紅派息總額約爲0。所有這些分配均支付給我們的中國子公司和少數股東。截止2024年9月30日的九個月內以及截止2023年12月31日的年度內,公司與其中國子公司之間,沒有進行轉移、分紅派息或分配,除了一般業務過程中根據我們的轉讓定價安排結算的應付款項。我們目前沒有在我們的公司結構下向投資者分配收益的意圖。
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來自一箇中國子公司的現金並未用於資助另一箇中國子公司的運營。我們的任何中國子公司都未遇到現金在子公司之間轉移的困難或限制。我們有現金管理政策,規定了此類資金的金額。
我們面臨與企業結構相關的一系列獨特法律和運營風險,這些風險均可能導致我們運營的重大變化和/或我們普通股的價值變化,或導致該等證券的價值顯著下降或變得一文不值。請仔細閱讀以下第二部分第1A項中標題爲「風險因素」的部分。特別是,以下風險因素涉及與我們企業結構相關的問題:
● | 儘管我們是特拉華州公司,並且既不是中國運營公司,也不通過VIEs在中國開展業務,但如果我們不小心得出結論認爲我們不需要從中國證券監督管理委員會或其他中國中央政府機構獲得任何許可或批准來完成在美國的證券公開發行,或者適用的法律、法規或業績解讀發生變化,我們可能需要獲得此類許可或批准才能完成此類證券的公開發行。 |
● | 中國中央政府可能隨時干預或影響我們的中國業務,而中國的法律法規可能會迅速變化且沒有預先通知。 |
● | 中國中央政府也可能對境外發行和/或對中國發行人的外資投資施加更多控制,這可能導致我們的業務和/或我們的普通股價值發生重大變化。 |
● | 中國的政治、社會、監管或經濟環境的變化可能會影響我們的財務表現。 |
● | 在中國的合資原材料公司具有一定風險。 |
● | 在有效利用我們的新砷化鎵製造廠時存在風險。 |
● | 中國中央政府對空氣污染和其他形式的環保母基污染越來越關注,他們的改革努力可能會影響我們的製造業,包括間歇性強制停產。 |
● | 停產或未充分利用我們的製造設施可能導致我們的毛利率下降。 |
● | 增強的貿易關稅、進口限制、出口限制、中國的法規或其他貿易壁壘可能對我們的業務造成實質性損害。 |
● | 如果中國對貨運和運輸路線以及進出港口實施限制,這可能會導致運輸延誤或增加運輸成本。 |
● | 我們的國際業務面臨在中國可能產生的不利稅務後果。 |
● | 我們從國際銷售中獲得了大量的營業收入,我們維持和增加國際銷售的能力涉及重大風險。 |
● | 在中國籌集的股權投資的條款作爲在科創板上市的第一步,給予每位投資者在銅煤未能實現IPO時的贖回權。 |
● | 我們會受到匯率期貨的影響,這可能會對我們的營業收入報表產生重大影響。 |
● | 儘管審計報告由一家獨立註冊公共會計公司準備,該公司目前正受到公共公司會計監管委員會(「PCAOB」)的全面檢查,但無法保證未來的審計報告將由完全受PCAOB檢查的獨立註冊公共會計公司準備。 |
我們的獨立註冊公共會計公司是BPm LLP(「BPM」),該公司已在PCAOB註冊。《控股境外公司問責法》(「HFCA法案」)要求PCAOB判斷是否因該司法管轄區內一個或多個當局採取的立場,無法對位於非美國轄區的註冊公共會計公司進行全面檢查或調查。2021年12月16日,PCAOB發佈了一份報告,確定PCAOB無法對在中國和香港總部設立的註冊公共會計公司進行全面檢查或調查,因爲中國當局在這些司法轄區中採取的立場。BPm總部位於美國,而不在中國或香港。因此,BPm受到PCAOB宣佈的判斷的影響。因此,公司不期望HFCA法案、加速控股境外公司問責法案及相關法規對公司產生影響,也不期望被證券交易委員會(SEC)根據HFCA法案識別。2022年12月15日,PCAOB撤銷了其
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2021年確認,中國和香港當局採取的立場阻止其完全檢查和調查在這些司法管轄區註冊的公共會計公司。有關我們外國業務及其依賴性風險的更多信息,請參閱以下第II部分,第1A項中名爲「風險因素」的部分中的「儘管審計報告由一家獨立的註冊公共會計公司準備,該公司目前已被PCAOb完全檢查,但未來的審計報告未必能由完全被PCAOB檢查的獨立註冊公共會計公司準備」這句話。
關鍵會計政策、估算及會計估算的變更
我們按照美國公認會計原則(「U.S. GAAP」)編制我們的簡明合併基本報表。因此,我們進行影響我們簡明合併基本報表所報告金額的估算、假設和判斷。這些關於未來事件及其對我們結果影響的估算、假設和判斷不能確定,並且是基於我們的歷史經驗和在該情況下被認爲合理的其他假設進行的。這些估算可能會隨着新事件的發生或獲取額外信息而改變,我們可能會定期面臨不確定性,其結果不在我們的控制之中,且可能在較長時間內不會被知曉。
我們已將以下政策確定爲對我們的業務運營及財務狀況和經營結果理解至關重要的關鍵政策。關鍵會計政策對於我們簡明合併基本報表的呈現是重要的,並要求我們做出可能對我們的財務報告和經營結果產生重大影響的困難、主觀或複雜的判斷。它們可能要求我們對在估算時高度不確定的事項做出假設。我們可能用過的不同估算,或者合理可能發生的估算變更,可能對我們的財務狀況或經營結果產生重大影響。
收入確認
我們製造和銷售高性能複合半導體襯底,包括磷化銦、砷化鎵和鍺晶圓,我們的合併子公司出售某些原材料,包括高純度鎵(6N和7N Ga)、熱解氮化硼(pBN)坩堝和氧化硼(B2O3)。在我們發運產品後,沒有剩餘的義務或客戶接受要求會阻止營業收入的確認。我們的產品通常是根據客戶下的採購訂單進行銷售的,我們的銷售條款和條件不要求客戶接受。我們在客戶與我們之間存在法律可強制執行的合同時,會將其視爲合同,這可以是客戶的採購訂單,合同各方的權利被確立,合同有商業條款,並且合同對價的可收回性是 probable。我們大多數合同具有單一的履行義務,即轉讓產品,並且通常是短期的,通常少於六個月。我們的營業收入是根據與每位客戶的合同中指定的對價來衡量的,該對價通常基於協商、公式、列表或固定價格。營業收入在承諾商品的控制權轉移給客戶時確認,轉移發生在從我們倉庫發貨時、客戶倉庫接收時或客戶地點的寄售庫存中移除時,以反映我們預計將有權獲得的對價金額。
應收賬款和壞賬準備
應收賬款按發票金額記錄,不計利息。我們至少每季度查看一次,或者在出現信用風險變化時,評估應收賬款餘額的可收回性,並提供信用損失準備金。當存在類似的逾期狀態時,我們按集體(池)方式衡量預期信用損失。我們優先評估美國客戶的應收賬款,特別關注超過90天的餘額,對於位於美國以外的客戶應收賬款,特別關注超過120天的餘額,並在必要時在應收賬款餘額上建立準備金。外國客戶和美國客戶在應收賬款評估上的差異原因是,美國客戶歷史上在更短的時間內進行支付,而外國客戶的付款週期通常較長。外國的商業慣例通常要求我們給予客戶比美國接受的更長的付款期限。
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根據 ASC 326-20 當前的預期信用損失減值模型,我們在判斷我們的準備金是否充足時,會考慮歷史壞賬趨勢、美國及國際的整體經濟狀況以及合理且可靠的未來經濟狀況預測。當預計會發生信用損失時,無法收回的應收款項將記錄爲信用損失準備,通過建立備抵來實現,一旦所有催收努力都已耗盡,則將其沖銷,收到的款項則會確認爲回收。截止到 2024 年 9 月 30 日和 2023 年 12 月 31 日,我們的應收賬款淨餘額分別爲 2800萬美元和 1930萬美元,扣除了 263,000 美元和 579,000 美元的備抵。如果實際無法收回的賬款與我們的預估相差較大,則需要對信用損失的估算準備進行修正,這可能會對我們未來期間的財務業績產生重大影響。
保修準備金
我們根據過去十二個月的索賠經驗以及我們所知的任何待處理索賠和退貨情況,維持產品保修。保修成本在確認收入時進行累積。截止到 2024 年 9 月 30 日和 2023 年 12 月 31 日,累計產品保修總額分別爲 392,000 美元和 703,000 美元。累計產品保修的減少主要是由於客戶因質量問題而減少的索賠。如果實際保修成本或待處理的新索賠與我們的估算相差較大,則需要對估算的保修負債進行修正,這可能會對我們未來期間的財務狀況和經營結果產生重大影響。
存貨估值
存貨按成本(以標準成本近似)和可變現淨值中的較低者計價。成本採用加權平均成本法確定。我們的存貨包括原材料、成品和在製品,其中包含材料、人工和製造業的間接費用。我們會定期根據當前市場條件評估我們的存貨水平,以識別過剩和過時的存貨,並根據產品的年齡和質量以及成品的銷售預測,爲某些存貨提供估值準備。截至2024年9月30日和2023年12月31日,我們分別爲過剩和過時存貨設立了2320萬和2190萬的存貨準備金,以及爲成本或可變現淨值準備金設立了68,000和78,000的準備金。如果我們產品的實際需求顯著低於預期,可能需要對過剩或過時存貨進行額外調整,這可能對我們的業務、財務狀況和運營結果產生重大影響。
投資減值
我們根據會計標準準則(「ASC」)主題320將可交易的債務證券分類爲可供出售債務證券, 投資 - 債務證券所有可供出售的債務證券,其報價市場價值低於成本(或調整後成本)時,將進行審查以判斷是否存在非臨時性下跌。判斷損失是否爲臨時性時考慮的因素包括市場價值下降的幅度、市場價值低於成本(或調整後成本)的時間長度、信用質量,以及我們持有這些證券的能力和意圖,持有的時間是否足夠以允許市場價值的預期恢復。我們還至少每季度審查一次我們的債務投資組合,或者在信用風險或其他潛在估值問題變化時,識別和評估是否需要預期信用損失或減值準備。
我們還投資於中國的私營公司股票,以實現業務和戰略目的。我們在未合併的中國合資公司中的投資被歸類爲其他資產,並根據我們是否能夠對合資公司的運營或財務決策施加顯著影響,採取權益法或公允價值法進行會計處理。我們監控我們的投資是否存在減值,當事件或情況變化表明賬面價值可能無法收回時,記錄賬面價值的減少。減值的判斷高度主觀,基於多個因素,包括對每家公司管理層實力的評估、公允價值低於我們成本基礎的時間長度和程度、公司的財務狀況及短期前景、基本變化。
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公司的業務前景、後續發行的股價以及我們持有投資的意圖和能力,持有足夠的時間以便允許我們預期的賬面價值恢復。
截至2023年12月31日的年度,我們的一家中國合資原材料公司評估其一項股權投資完全減值。我們還剝離了在一家中國合資企業的股權投資。減值和剝離導致截至2023年12月31日的財務結果中總計出現190萬的減值收費。除上述情況外,在截至2024年和2023年9月30日的三個月和九個月內,其他投資沒有減值收費。
投資的公允價值
ASC 820建立了三種可用於衡量公允價值的輸入級別。
一級工具代表在活躍市場中的報價。因此,確定一級工具的公允價值不需要重要的管理判斷,估算也不困難。
二級工具包括除了一級價格之外的可觀察輸入,例如在成交量不足或交易不頻繁的市場(活躍度較低的市場)中相同工具的報價、發行人銀行對賬單、信用評級、可以根據可觀察市場數據進行驗證的非約束性市場共識價格、來自於模型的估值,其中所有重要輸入都是可觀察的或主要來源於可觀察市場數據,或可核實的,適用於資產或負債的整個期限,或相似資產或負債的報價。這些二級工具相較於一級工具需要更多的管理判斷和主觀性,包括:
● | 確定哪些工具與被定價工具最可比,需要管理層根據票面利率、到期日、發行人、信用評級和工具類型識別一組相似的證券,並主觀選擇一個或多個被認爲與定價證券最相似的個別證券。 |
● | 確定使用哪些模型衍生的估值來確定公允價值需要管理層的判斷。當沒有可觀察的類似證券的市場價格時,我們使用與可觀察市場數據或定價模型(如折現現金流模型)進行驗證的非約束性市場共識價格來定價我們的可市場化債務工具,所有重要的輸入都來源於或與可觀察市場數據相符。 |
第3級工具包括對估值方法的重要不可觀察輸入。這些工具的公允價值的確定需要管理層最大程度的判斷和主觀性。
我們進行短期外幣對沖,旨在抵消與美元與日幣之間的匯率波動相關的潛在現金風險。我們在每個月末和季度末使用當前匯率,根據美國公認會計原則(U.S. GAAP)來衡量這些外幣對沖的公允價值。在季度末,任何未結算的外幣對沖將在合併資產負債表中的「應付負債」中抵消,並分類爲第3級資產和負債。截至2024年9月30日,從對沖的建立到每個月末結算的公允價值淨變化對合並結果的影響微乎其微。
在截至2024年和2023年9月30日的三個月和九個月期間,沒有發生公允價值計量級別之間的轉移。
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長期資產的減值
我們根據ASC第360章評估物業、設備和無形資產的可回收性,固定資產、廠房和設備。 當事件和情況表明長期資產可能減值時,我們將長期資產的賬面價值與與這些資產相關的未來未折現現金流的預測進行比較。如果賬面價值超過未來未折現現金流,我們將記錄一項減值費用,金額等於賬面價值超過資產公允價值的部分。公允價值的確定基於報價市場價值、折現現金流或內部和外部評估(視情況而定)。待售資產按賬面價值或估計淨可變現價值的較低者計價。截止2024年9月30日和2023年12月31日,我們的合併資產負債表中沒有「待售資產」或任何長期資產減值。
股票基礎的薪酬
我們根據ASC主題718對股權激勵進行 accounting。 股票基礎的薪酬授予的基於股份的獎勵包括期權和限制性股票獎勵。我們使用布萊克-斯科爾斯期權定價模型來估計期權的授予日期公允價值,這需要輸入高度主觀的假設,包括估計股票價格波動率和預期期限。在歷史波動率方面,我們的股票價格使用歷史數據,而我們期權的預期期限是基於歷史期權行使行爲和授予後期權的喪失,以及合同期限、歸屬期和未行使期權的預期期限進一步應用預期的喪失率來確定基於股份的補償金額。我們使用歷史喪失來估計未來的喪失率。這些輸入和假設的變化可能會實質性影響我們股票補償的估計公允價值的測量。限制性股票獎勵的成本是根據我們普通股在授予日期的公允價值確定的。
涵蓋股份的業績限制性股票獎勵(「業績獎勵」)將受到與業績獎勵接收者(「參與者」)在特定日期前持續保持服務提供者的要求和達成特定業績標準(「業績標準」)相關的歸屬要求。本文中未定義的任何大寫術語將具有2015年股權激勵計劃中賦予的含義。
財務業績標準是基於與公司2023年年末實際結果比較的前一年年末實際結果的指標,涉及到2023年業績獎勵,或基於2024年年末實際結果與2024年業績獎勵相關的指標。如果所有業績股份獲得,仍然需在四年內逐年歸屬,但在第一週年時沒有股份歸屬,因爲業績測量是基於整年的年末結果。
我們確認在期權獎勵的必要服務期間內,扣除估計的失效率的補償成本,通常爲四年的歸屬期。限制性股票獎勵的補償費用在歸屬期內確認,通常爲一年、三年或四年。基於股票的補償費用會計入收入成本、研發費用和銷售、管理費用中。
所得稅
我們依照ASC第740章來覈算所得稅,所得稅(「ASC 740」)要求根據已實施的稅率確認遞延所得稅資產和負債,以反映記錄資產和負債的賬面基礎與稅基之間的暫時差異。ASC 740還要求如果更有可能的是,部分遞延稅資產不會被實現,則應通過估計準備金來減少遞延稅資產。我們的遞延稅資產已通過估計準備金減至零。
我們根據全球收益的地域組成和每個地域的稅法規定,特別是中國,來預提所得稅。稅務負債的計算涉及在估計複雜稅法應用的不確定性影響時需要重大判斷,特別是在如中國等外國。
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請參見基本報表附註14——「所得稅」以獲取更多信息。
COVID-19疫情的影響
2020年3月,世界衛生組織宣佈COVID-19的爆發爲全球大流行,並持續至今。2020年3月,美國總統宣佈COVID-19疫情爲國家緊急狀態。在截至2020年3月31日的三個月中,我們在中國的製造業設施一直在減少人員的情況下運營,以限制員工暴露於COVID-19的風險。此外,中國政府當局採取了一系列行動,其中包括在中國的封鎖,導致航空交通可用性減少、港口關閉以及加強邊境管制或關閉,以及中美之間的旅行限制,以遏制COVID-19的傳播。截至2023年,中國已取消所有COVID-19限制,使我們能夠在中國的所有三個製造地點恢復到滿員狀態。2023年5月5日,世界衛生組織宣佈COVID-19不再構成國際關注的公共衛生緊急事件。然而,COVID-19對我們未來運營結果的影響程度將取決於未來的情況,例如COVID-19的潛在反彈、COVID-19疫情的頻率、持續時間和範圍,以及我們或當局可能根據這些情況採取的未來行動,這些都高度不確定且不可預測。我們無法保證將來能夠調整我們的業務運營以適應這些情況。
運營結果
營業收入
截止三個月 | 截止九個月 | ||||||||||||||||||||||||
2023年9月30日, | 增加 | 2023年9月30日, | 增加 | ||||||||||||||||||||||
2024 |
| 2023 | 減少 |
| 百分比變化 |
| 2024 |
| 2023 |
| 減少 |
| 百分比變化 |
| |||||||||||
產品類型: | (以千美元計) | (以千美元計) | |||||||||||||||||||||||
基板 | $ | 15,007 | $ | 10,385 | $ | 4,622 |
| 44.5 | % | $ | 51,655 | $ | 34,901 | $ | 16,754 |
| 48.0 | % | |||||||
原材料和其他 | 8,638 | 6,981 | 1,657 |
| 23.7 | % | 22,601 | 20,465 | 2,136 |
| 10.4 | % | |||||||||||||
總營收 | $ | 23,645 | $ | 17,366 | $ | 6,279 | 36.2 | % | $ | 74,256 | $ | 55,366 | $ | 18,890 | 34.1 | % |
營業收入增加了630萬,或36.2%,從2023年9月30日的1740萬增加到2024年9月30日的2360萬。在2024年9月30日結束的三個月中,襯底營業收入的增加主要是由於GaAs晶圓襯底的需求增加,原因是多種應用的需求提高,同時InP晶圓襯底的需求也反映出數據中心應用的強勁增長,以及被動光網絡持續改善,和中國對Ge晶圓襯底的需求增加。原材料銷售增加了170萬,或23.7%,從2023年9月30日的860萬增加到2024年9月30日的860萬。原材料營業收入的增加主要是因爲精煉鎵和pBN坩堝的銷售增加,這得益於市場需求的增強以及回收材料的銷售。
營業收入增加了1890萬,或34.1%,從2023年9月30日的5540萬增加到2024年9月30日的7430萬。在2024年9月30日結束的九個月中,襯底營業收入的增加主要是由於GaAs晶圓襯底的需求增加,原因是多種應用的需求提高,同時InP晶圓襯底的需求也反映出數據中心應用的強勁增長,以及被動光網絡持續改善,和中國對Ge晶圓襯底的需求增加。原材料銷售增加了210萬,或10.4%,從2023年9月30日的2260萬增加到2024年9月30日的2260萬。原材料營業收入的增加主要是因爲精煉鎵和pBN坩堝的銷售增加,這得益於市場需求的增強。
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按地區劃分的營業收入
截止三個月 | 2023年到2024年 | ||||||||||||
2023年9月30日, | 增加 | ||||||||||||
| 2024 |
| 2023 |
| 減少 |
| 百分比變化 |
| |||||
(以千美元計) | |||||||||||||
中國 | $ | 13,807 | $ | 10,307 | $ | 3,500 |
| 34.0 | % | ||||
佔總營業收入的百分比 |
| 58 | % |
| 60 | % | |||||||
臺灣 |
| 2,140 |
| 2,491 | (351) | (14.1) | % | ||||||
佔總營業收入的百分比 |
| 9 | % |
| 14 | % | |||||||
日本 | 1,623 | 558 |
| 1,065 |
| 190.9 | % | ||||||
佔總營業收入的百分比 |
| 7 | % |
| 3 | % | |||||||
亞太地區(不包括中國、臺灣和日本) |
| 797 |
| 894 |
| (97) |
| (10.9) | % | ||||
佔總營業收入的百分比 |
| 3 | % |
| 5 | % | |||||||
歐洲(主要是德國) |
| 2,720 |
| 2,407 |
| 313 |
| 13.0 | % | ||||
佔總營業收入的百分比 |
| 12 | % |
| 14 | % | |||||||
北美(主要是美國) | 2,558 | 709 | 1,849 | 260.8 | % | ||||||||
佔總營業收入的百分比 | 11 | % | 4 | % | |||||||||
總營業收入 | $ | 23,645 | $ | 17,366 | $ | 6,279 |
| 36.2 | % |
中國的營業收入在截至2024年9月30日的三個月內增加了350萬美元,主要由於我們在兩家合併子公司中銷售的InP、GaAs和Ge晶圓基材以及精煉銦和pBN坩堝的需求增加。臺灣的營業收入減少了40萬美元,主要是由於我們InP和Ge晶圓基材的需求降低,部分被GaAs晶圓基材的需求增加所抵消。日本的營業收入增加了110萬美元,主要是由於我們在一家合併子公司中銷售的InP和GaAs晶圓基材以及pBN坩堝的需求增加。亞太地區的營業收入減少了9.7萬美元,主要是由於我們一家合併子公司中銷售的pBN坩堝的需求減少。歐洲的營業收入增加了30萬美元,主要是由於我們GaAs的需求增加,部分被Ge和InP晶圓基材的需求降低所抵消。北美的營業收入增加了180萬美元,主要是由於我們在一家合併子公司中銷售的InP晶圓基材和pBN坩堝的需求增加,部分被GaAs和Ge晶圓基材的需求降低所抵消。
截止九個月 | |||||||||||||
2023年9月30日, | 增加 | ||||||||||||
| 2024 |
| 2023 |
| 減少 |
| 百分比變化 |
| |||||
(以千美元計) | |||||||||||||
中國 | $ | 42,271 | $ | 28,698 | $ | 13,573 |
| 47.3 | % | ||||
佔總營業收入的百分比 |
| 57 | % |
| 52 | % | |||||||
臺灣 |
| 10,142 |
| 6,369 |
| 3,773 |
| 59.2 | % | ||||
佔總營業收入的百分比 |
| 14 | % |
| 12 | % | |||||||
日本 |
| 3,409 |
| 3,489 |
| (80) |
| (2.3) | % | ||||
佔總營業收入的百分比 |
| 4 | % |
| 6 | % | |||||||
亞太地區(不包括中國、臺灣和日本) |
| 2,307 |
| 2,722 |
| (415) |
| (15.2) | % | ||||
佔總營業收入的百分比 |
| 3 | % |
| 5 | % | |||||||
歐洲(主要是德國) | 11,134 | 8,992 | 2,142 | 23.8 | % | ||||||||
佔總營業收入的百分比 | 15 | % | 16 | % | |||||||||
北美(主要是美國) |
| 4,993 |
| 5,096 |
| (103) |
| (2.0) | % | ||||
佔總營業收入的百分比 |
| 7 | % |
| 9 | % | |||||||
總營業收入 | $ | 74,256 | $ | 55,366 | $ | 18,890 |
| 34.1 | % |
截至2024年9月30日的九個月內,中國的營業收入增加了1360萬美元,主要由於我們兩家合併子公司銷售的GaAs、InP和Ge晶圓基材以及精煉鎵和pBN坩堝的需求增加。臺灣的營業收入增加了380萬美元,主要由於我們GaAs和InP晶圓基材的需求增加,部分被Ge晶圓基材的需求減少所抵消。日本的營業收入減少了8萬美元,主要由於我們GaAs晶圓基材和精煉鎵的需求下降,後者是由一家合併子公司銷售的。
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子公司部分抵消了我們合併子公司銷售的pBN坩堝和我們的InP晶圓基板的需求增長。 亞洲地區的營業收入減少了40萬主要是由於對我們合併子公司銷售的InP、Ge和GaAs晶圓基板及pBN坩堝的需求減少,部分被合併子公司銷售的精煉鎵的需求增長所抵消。 歐洲地區的營業收入增加了210萬,主要是由於對我們合併子公司銷售的GaAs和InP晶圓基板及pBN坩堝的需求增加,部分被合併子公司銷售的Ge晶圓基板及原鎵的需求降低所抵消。 北美地區的營業收入減少了10萬,主要是由於對我們合併子公司銷售的GaAs和Ge晶圓基板及pBN坩堝的需求降低,部分被對我們的InP晶圓基板的需求增加所抵消。
毛利潤
截止三個月 | 截止九個月 | |||||||||||||||||||||||
2023年9月30日, | 增加 | 2023年9月30日, | 增加 | |||||||||||||||||||||
2024 |
| 2023 |
| 減少 |
| 百分比變化 | 2024 |
| 2023 |
| 減少 |
| 百分比變化 | |||||||||||
(以千美元計) | (以千美元計) | |||||||||||||||||||||||
毛利潤 | $ | 5,682 | $ | 1,866 | $ | 3,816 |
| 204.5 | % | $ | 19,428 | $ | 8,691 | $ | 10,737 |
| 123.5 | % | ||||||
毛利率 % |
| 24.0 | % |
| 10.7 | % |
| 26.2 | % |
| 15.7 | % |
毛利潤增加了380萬,或204.5%,從2023年九月30日結束的三個月的190萬增加到2024年九月30日結束的三個月的570萬。毛利潤的增加是由於我們晶圓基材的營業收入增加。毛利率作爲營業收入的百分比有所上升,原因是所有晶圓基材的成交量增加以及產品組合的有利變化。
毛利潤增加了1070萬,或123.5%,從2023年九月30日結束的九個月的870萬增加到2024年九月30日結束的九個月的1940萬。毛利潤的增加是由於所有產品線的營業收入增加。毛利率作爲營業收入的百分比有所上升,原因是所有產品線的成交量增加,產品組合的變化對毛利率產生了積極影響。
銷售、一般和管理費用
截止三個月 | 截止九個月 | |||||||||||||||||||||||
2023年9月30日, | 增加 | 2023年9月30日, | 增加 | |||||||||||||||||||||
2024 |
| 2023 |
| 減少 |
| 百分比變化 | 2024 |
| 2023 |
| 減少 |
| 百分比變化 | |||||||||||
(以千美元計) | (以千美元計) | |||||||||||||||||||||||
銷售、一般和管理費用 | $ | 5,650 | $ | 5,667 | $ | (17) |
| (0.3) | % | $ | 17,656 | $ | 17,439 | $ | 217 |
| 1.2 | % | ||||||
佔總營業收入的百分比 |
| 23.9 | % |
| 32.6 | % |
| 23.8 | % |
| 31.5 | % |
銷售、總務和管理費用從2023年9月30日結束的三個月的570萬減少了17,000美元,或0.3%,降至2024年9月30日結束的三個月的570萬。減少的銷售、總務和管理費用主要來自賠償相關費用和壞賬費用的減少,部分被法律和專業服務費用的增加所抵消。
銷售、總務和管理費用從2023年9月30日結束的九個月的1740萬增加了217,000美元,或1.2%,增至2024年9月30日結束的九個月的1770萬。增加的銷售、總務和管理費用主要來自法律和專業服務費用的增加,部分被賠償相關費用的減少所抵消。
48
研發
截止三個月 | 截止九個月 | |||||||||||||||||||||||
2023年9月30日, | 增加 | 2023年9月30日, | 增加 | |||||||||||||||||||||
2024 |
| 2023 |
| 減少 |
| 百分比變化 | 2024 |
| 2023 |
| 減少 |
| 百分比變化 | |||||||||||
(以千美元計) | (以千美元計) | |||||||||||||||||||||||
研究和開發 | $ | 3,438 | $ | 2,926 | $ | 512 |
| 17.5 | % | $ | 10,410 | $ | 9,261 | $ | 1,149 |
| 12.4 | % | ||||||
佔總營業收入的百分比 |
| 14.5 | % |
| 16.8 | % |
| 14.0 | % |
| 16.7 | % |
|
截至2024年9月30日的三個月內,研究與開發費用增加了50萬美金,或17.5%,達到340萬美金,而2023年同期爲290萬美金。2024年第三季度研究與開發費用的增加主要是由於晶錠加工的開發費用上升。
截至2024年9月30日的九個月內,研究與開發費用增加了110萬美金,或12.4%,達到1040萬美金,而2023年同期爲930萬美金。2024年前九個月研究與開發費用的增加主要是由於晶錠加工的開發費用上升。
利息支出,淨額
截止三個月 | 截止九個月 | |||||||||||||||||||||||
2023年9月30日, | 增加 | 2023年9月30日, | 增加 | |||||||||||||||||||||
2024 |
| 2023 |
| 減少 |
| 百分比變化 | 2024 |
| 2023 |
| 減少 |
| 百分比變化 | |||||||||||
(以千美元計) | (以千美元計) | |||||||||||||||||||||||
利息費用,淨額 | $ | 391 | $ | 381 | $ | 10 |
| 2.6 | % | $ | 1,022 | $ | 1,143 | $ | (121) |
| (10.6) | % | ||||||
佔總營業收入的百分比 |
| 1.7 | % |
| 2.2 | % |
| 1.4 | % |
| 2.1 | % |
截至2024年9月30日的三個月內,淨利息費用增加10,000美元,或2.6%,達到391,000美元,而在截至2023年9月30日的三個月內爲381,000美元。淨利息費用的增加主要是由於截至2024年9月30日的三個月內的利息收入低於截至2023年9月30日的三個月。
利息支出(淨額)減少了121,000美元,或10.6%,至100萬美元,截止到2024年9月30日的前九個月,相較於截止到2023年9月30日的前九個月的110萬美元。利息支出(淨額)的減少主要是由於截止到2024年9月30日的前九個月,利息收入增加,相較於2023年9月30日的前九個月。
未合併合資企業的投資收益
截止三個月 | 截止九個月 | |||||||||||||||||||||||
2023年9月30日, | 收入中的股權 | 2023年9月30日, | 收入中的股權 | |||||||||||||||||||||
2024 |
| 2023 |
| 變更 |
| 百分比變化 | 2024 |
| 2023 |
| 變更 |
| 百分比變化 | |||||||||||
(以千美元計) | (以千美元計) | |||||||||||||||||||||||
對未合併合資企業的收入權益 | $ | 1,007 | $ | 369 | $ | 638 |
| 172.9 | % | $ | 2,495 | $ | 2,344 | $ | 151 |
| 6.4 | % | ||||||
佔總營業收入的百分比 |
| 4.3 | % |
| 2.1 | % |
| 3.4 | % |
| 4.2 | % |
在截至2024年9月30日的三個月中,未合併創業公司的營業收入爲100萬美元,而截至2023年9月30日的三個月中營業收入爲40萬美元。營業收入增加60萬美元,主要是由於未合併創業公司的強勁表現。
在截至2024年9月30日的九個月中,未合併創業公司的營業收入爲250萬美元,而截至2024年9月30日的九個月中營業收入爲230萬美元。
49
2023年9月30日。收入增加20萬美元主要是由於非合併合資企業的強勁表現。
其他收入,淨額
截止三個月 | 截止九個月 | |||||||||||||||||||||||
2023年9月30日, | 其他收入 | 2023年9月30日, | 其他收入 | |||||||||||||||||||||
2024 |
| 2023 |
| 變更 |
| 百分比變化 | 2024 |
| 2023 |
| 變更 |
| 百分比變化 | |||||||||||
(以千美元計) | (以千美元計) | |||||||||||||||||||||||
其他收入,淨額 | $ | 529 | $ | 223 | $ | 306 | 137.2 | % | $ | 2,052 | $ | 1,282 | $ | 770 |
| 60.1 | % | |||||||
佔總營業收入的百分比 |
| 2.2 | % |
| 1.3 | % |
| 2.8 | % |
| 2.3 | % |
其他收入淨額增加了306,000美元,或137.2%,使收入從2023年9月30日結束的三個月的223,000美元增加至2024年9月30日結束的三個月的529,000美元。其他收入淨額的增加主要是由於政府補助的增加。
其他收入淨額增加了770,000美元,或60.1%,使收入從2023年9月30日結束的九個月的130萬增加至2024年9月30日結束的九個月的210萬。其他收入淨額的增加主要是由於政府補助的增加。
所得稅準備(收益)
截止三個月 | 截止九個月 | |||||||||||||||||||||||
2023年9月30日, | 增加 | 2023年9月30日, | 增加 | |||||||||||||||||||||
2024 |
| 2023 |
| 減少 |
| 百分比變化 |
| 2024 |
| 2023 |
| 減少 |
| 百分比變化 | ||||||||||
(以千美元計) | (以千美元計) | |||||||||||||||||||||||
所得稅的準備(收益) | $ | 626 | $ | (101) | $ | 727 |
| 719.8 | % | $ | 1,021 | $ | (92) | $ | 1,113 |
| 1,209.8 | % | ||||||
佔總營業收入的百分比 |
| 2.6 | % |
| (0.6) | % |
| 1.4 | % |
| (0.2) | % |
所得稅準備(收益)增加了727,000美元,或719.8%,至2024年9月30日結束的三個月的626,000美元,而2023年9月30日結束的三個月的收益爲101,000美元。 2024年9月30日結束的三個月所記錄的稅費是外國稅收和國內稅收的結果。所得稅準備增加了1,113,000美元,或1,209.8%,至2024年9月30日結束的九個月的1,021,000美元,而2023年9月30日結束的九個月的收益爲92,000美元。此外,美國未來盈利的不確定性導致我們的遞延稅資產全部計提準備。我們的估計稅率因美國和中國業務之間應稅收入結構的變化或收益而每年可能大相徑庭。
根據2017年減稅和就業法案,2021年12月31日後開始的納稅年度發生的研發(「R&E」)支出將不再能夠立即扣除。相反,企業需要對在美國進行的研發支出進行資本化,並在五年內攤銷,或在外國司法管轄區進行的研究則攤銷期爲15年。我們在中國子公司對研發費用進行資本化,並在15年內攤銷。
2022年8月16日,拜登總統簽署了通貨膨脹減免法案(「通貨膨脹減免法案」)成爲法律,最終確定了一項旨在通過減輕國家債務、降低消費能源成本、提供清潔能源生產激勵和降低醫療保健成本來應對通貨膨脹的立法。通貨膨脹減免法案對股票回購徵收1%的行使稅,對利潤超過10億的公司徵收15%的最低稅。通貨膨脹減免法案對我們沒有影響,因爲我們沒有計劃回購額外的普通股股份,並且我們的利潤未超過10億。
50
歸屬於非控股權益和可贖回非控股權益的淨(收入)損失
截止三個月 | 歸屬於的淨(收入)損失 | 截止九個月 | 歸屬於淨(收入)損失 | ||||||||||||||||||||||||||||||||||||||
非控制性權益和 | 非控股權益和 | ||||||||||||||||||||||||||||||||||||||||
2023年9月30日, |
| 可贖回的非控股權益 | 2023年9月30日, |
| 可贖回的非控股權益 | ||||||||||||||||||||||||||||||||||||
2024 | 2023 | 變更 | 百分比變化 | 2024 | 2023 | 變更 | 百分比變化 | ||||||||||||||||||||||||||||||||||
(以千美元計) | (以千美元計) | ||||||||||||||||||||||||||||||||||||||||
歸屬於非控制性權益和可贖回非控制性權益的淨(收入)損失 | $ | (50) | $ | 592 | $ | (642) |
| (108.4) | % | $ | (402) | $ | 1,174 | $ | (1,576) |
| (134.2) | % | |||||||||||||||||||||||
佔總營業收入的百分比 |
| (0.2) | % |
| 3.4 | % |
| (0.5) | % |
| 2.1 | % |
歸屬於非控股權益和可贖回非控股權益的淨(收入)損失增加了642,000美元,或108.4%,在截至2024年9月30日的三個月內轉爲50,000美元的收益,較2023年9月30日的三個月內虧損的592,000美元主要是由於我們的中國子公司的盈利能力提高,銷售額增加。
歸屬於非控股權益和可贖回非控股權益的淨(收入)損失增加了160萬,或134.2%,在截至2024年9月30日的九個月內轉爲402,000美元的收入,較2023年9月30日的九個月內的120萬虧損主要是由於我們的中國子公司的盈利能力提高,銷售額增加。
流動性和資本資源
我們將現金及短期投資視爲流動性資產,可在我們目前的運營中在一年內使用。短期投資包括美國國債、定期存款憑證和投資級公司票據及債券。
截至2024年9月30日,我們的主要流動性來源爲$38.8 百萬,其中包含現金$2490萬 和 限制性現金$1390萬。在截至2024年9月30日的九個月中,現金 和 限制性現金減少了$1130萬,投資減少了$210萬。現金的減少 和 限制性現金減少了$1130萬在 截至2024年9月30日的九個月 主要由於運營活動使用的淨現金爲1340萬元,投資活動使用的淨現金爲400萬元,部分被融資活動提供的淨現金450萬元和匯率變動引起的160萬元影響所抵消。截至2024年9月30日,我們及我們的中國子公司在外資銀行賬戶中持有大約3380萬元現金和投資。
截至2023年9月30日,我們的主要流動性來源爲4360萬元,其中現金、受限現金和現金及現金等價物爲3930萬元,投資爲430萬元。在截至2023年9月30日的九個月中,現金、受限現金和現金及現金等價物減少了200萬元,投資減少了720萬元。2023年截至9月30日現金、受限現金和現金及現金等價物減少200萬元主要是由於投資活動使用的淨現金爲480萬元和匯率變動產生的140萬元影響,部分被融資活動提供的現金220萬元和運營活動提供的淨現金200萬元所抵消。截至2023年9月30日,我們及我們在中國的合併合資企業在外資銀行賬戶中持有約3020萬元現金和投資。
截至2024年9月30日的九個月中,運營活動使用的淨現金爲1340萬元,主要包括運營資產和負債的淨變動爲1590萬元,稅前淨虧損
51
attributable to noncontrolling interest and redeemable noncontrolling interests of $6.1 million, and income from equity method investments of $2.5 million, partially offset by the adjustment for non-cash items of depreciation and amortization of $6.7 million, stock-based compensation of $2.3 million and return of equity method investments as dividends of $2.1 million.
Net cash provided by operating activities of $2.0 million for the nine months ended September 30, 2023 was primarily comprised of a net change of $6.8 million in operating assets and liabilities, the adjustment for non-cash items of depreciation and amortization of $6.4 million, return of equity method investments (dividends) of $3.7 million, stock-based compensation of $2.7 million and deferred tax assets of $0.1 million, partially offset by net loss before income attributable to noncontrolling interest and redeemable noncontrolling interests of $15.4 million and income from equity method investments of $2.3 million.
Net cash used in investing activities of $4.0 million for the nine months ended September 30, 2024 was primarily from the purchase of property, plant and equipment of $5.6 million, and investment in non-marketable equity investments of $0.6 million, partially offset by proceeds from sales and maturities of available-for-sale debt securities of $2.2 million.
Net cash used in investing activities of $4.8 million for the nine months ended September 30, 2023 was primarily from the purchase of property, plant and equipment of $11.2 million and investments in non-marketable equity investments of $1.9 million, partially offset by proceeds from sales and maturities of available-for-sale debt securities of $7.4 million and proceeds from sale of equity securities of $0.8 million.
Net cash provided by financing activities was $4.5 million for the nine months ended September 30, 2024, which consisted of proceeds from short-term loans of $41.6 million, long-term loan of $5.8 million and common stock options exercised of $28,000, partially offset by repayment of short-term loans of $42.3 million and repayment of long-term loan of $0.6 million.
Net cash provided by financing activities was $2.2 million for the nine months ended September 30, 2023, which consisted of proceeds from short-term loans of $42.2 million, a capital increase in subsidiary shares from noncontrolling interests of $0.7 million and common stock options exercised of $10,000, partially offset by repayment of short-term loans of $40.7 million.
On October 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 nine months ended September 30, 2024, we did not repurchase any shares under the approved stock repurchase program. As of September 30, 2024, 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 of December 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 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 the
52
State 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 nine months ended September 30, 2024 and 2023, 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 $2.1 million and $3.7 million, respectively. For the nine months ended September 30, 2024 and 2023, there were no dividends paid to minority shareholders by our PRC subsidiaries or PRC raw material joint ventures. For the nine months ended September 30, 2024, 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 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 the Shanghai Stock Exchange, is not approved by the CSRC or Tongmei cancels the IPO application. The aggregate redemption amount is approximately $49 million.
Tongmei submitted its IPO application to the Shanghai Stock Exchange, and it was formally accepted for review on January 10, 2022. The Shanghai Stock Exchange approved the IPO application on July 12, 2022. On August 1, 2022, the CSRC accepted for review Tongmei’s IPO application. 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 coming months. The listing of Tongmei on the STAR Market will not change the status of AXT as a U.S. public company.
Our bank loans and credit facilities typically have a term of 12 months or less and are included in “Short-term loans” in our condensed consolidated balance sheets. The following table represents short-term bank loans as of September 30, 2024 and December 31, 2023 (in thousands, except interest rate data):
53
Loan | Interest | December 31, | September 30, | |||||||||
Subsidiary | Bank | Detail | Rate | Start Date | Due Date | 2023 | 2024 | |||||
Tongmei | Bank of China (1) | $ | 1,848 | 3.5 | % | January-23 | January-24 | $ | 1,795 | $ | - | |
2,184 | 2.8 | % | March-23 | March-24 | 2,118 | - | ||||||
376 | 2.7 | % | September-23 | September-24 | 386 | - | ||||||
876 | 3.5 | % | November-23 | November-24 | 876 | 884 | ||||||
1,003 | 3.5 | % | November-23 | November-24 | 1,003 | 1,012 | ||||||
Bank of China (2) | 2,911 | 3.5 | % | January-23 | January-24 | 2,825 | - | |||||
2,770 | 3.0 | % | January-24 | January-25 | - | 2,851 | ||||||
Bank of China (5) | 1,426 | 2.4 | % | September-24 | September-25 | - | 1,426 | |||||
Bank of Communications (1) | 1,455 | 3.3 | % | January-23 | January-24 | 1,414 | - | |||||
1,380 | 3.8 | % | May-23 | May-24 | 1,414 | - | ||||||
1,373 | 3.8 | % | July-23 | May-24 | 1,414 | - | ||||||
1,376 | 3.0 | % | May-24 | May-25 | - | 1,426 | ||||||
2,480 | 3.0 | % | June-24 | May-25 | - | 2,566 | ||||||
China Merchants Bank (1) | 4,367 | 3.7 | % | January-23 | January-24 | 4,235 | - | |||||
1,386 | 3.5 | % | January-24 | January-25 | - | 1,426 | ||||||
692 | 3.5 | % | February-24 | February-25 | - | 713 | ||||||
692 | 3.5 | % | April-24 | April-25 | - | 713 | ||||||
Bank of Beijing (3) | 2,290 | 4.2 | % | January-23 | January-24 | 2,220 | - | |||||
3,541 | 3.2 | % | June-23 | May-24 | 3,626 | - | ||||||
1,380 | 3.2 | % | June-23 | February-24 | 1,414 | - | ||||||
1,414 | 3.0 | % | December-23 | December-24 | 1,414 | 1,426 | ||||||
3,600 | 3.0 | % | March-24 | February-25 | - | 3,706 | ||||||
1,386 | 3.0 | % | March-24 | December-24 | - | 1,426 | ||||||
3,580 | 3.0 | % | June-24 | June-25 | - | 3,706 | ||||||
Industrial Bank (1) | 2,757 | 4.3 | % | June-23 | June-24 | 2,825 | - | |||||
2,744 | 4.3 | % | July-23 | July-24 | 2,825 | - | ||||||
2,744 | 4.3 | % | September-23 | September-24 | 2,825 | - | ||||||
2,851 | 3.9 | % | September-24 | September-25 | - | 2,851 | ||||||
NingBo Bank (1) | 2,744 | 4.2 | % | August-23 | September-24 | 2,820 | - | |||||
1,271 | 4.3 | % | November-23 | November-24 | 1,271 | 1,284 | ||||||
2,825 | 4.3 | % | December-23 | December-24 | 2,825 | 2,851 | ||||||
1,647 | 4.3 | % | January-24 | January-25 | - | 1,700 | ||||||
1,258 | 4.3 | % | May-24 | March-25 | - | 1,303 | ||||||
Industrial and Commercial Bank of China (1) | 2,744 | 3.3 | % | September-23 | September-24 | 2,825 | - | |||||
2,851 | 3.3 | % | September-24 | September-25 | - | 2,851 | ||||||
NanJing Bank (1) | 2,752 | 3.8 | % | October-23 | October-24 | 2,752 | 2,779 | |||||
China Citic Bank (1) | 2,752 | 3.0 | % | June-24 | June-25 | - | 2,851 | |||||
2,851 | 2.9 | % | July-24 | July-25 | - | 2,851 | ||||||
1,426 | 2.9 | % | September-24 | September-25 | - | 1,426 | ||||||
BoYu | Industrial and Commercial Bank of China (4) | 1,414 | 2.7 | % | December-23 | December-24 | 1,414 | - | ||||
Industrial and Commercial Bank of China (1) | 1,426 | 2.8 | % | September-24 | September-25 | - | 1,426 | |||||
Bank of China (1) | 1,204 | 2.4 | % | January-23 | January-24 | 849 | - | |||||
1,145 | 2.3 | % | September-24 | September-25 | - | 1,145 | ||||||
NingBo Bank (1) | 1,414 | 3.3 | % | November-23 | May-24 | 1,414 | - | |||||
1,376 | 3.0 | % | May-24 | November-24 | - | 1,426 | ||||||
1,145 | 3.2 | % | July-24 | October-24 | - | 1,140 | ||||||
Industrial Bank (1) | 688 | 3.6 | % | September-23 | September-24 | 708 | - | |||||
Bank of Communications (1) | 1,414 | 3.0 | % | November-23 | May-24 | 1,414 | - | |||||
275 | 3.0 | % | May-24 | May-25 | - | 285 | ||||||
NanJing Bank (1) | 1,386 | 3.5 | % | January-24 | January-25 | - | 1,426 | |||||
Loan Balance | $ | 52,921 | $ | 52,876 |
Collateral for the above bank loans and line of credit
(1) | Not collateralized. |
(2) | ChaoYang LiMei time deposit. |
(3) | AXT time deposit. |
(4) | BoYu’s land use rights and its building located at its facility in Tianjin, China. In addition, the December 2023 loan attracts a guarantee fee amounting to 0.7% of the loan amount. |
(5) | Baoding Tongmei’s land use rights and its building located at its facility in Dingxing, China. In addition, the loan attracts a guarantee fee amounting to 1.0% of the loan amount. |
On January 30, 2024, the Company secured a new line of credit amounting to $9.7 million, structured as a five-year bank loan. The credit facility bears interest at a rate of 6.5% per annum on the amount drawn from the line of credit. The credit facility is collateralized by the real estate properties owned by ChaoYang Tongmei. In January 2024, the Company borrowed $5.8 million against the credit facility. The intended use of the credit facility is for construction of
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fixed assets. As of September 30, 2024, $5.4 million is included in “Other long-term liabilities” and $428,000 is included in “Short-term loans” in our consolidated balance sheets.
In December 2023, one of our consolidated subsidiaries, ChaoYang XinMei secured a loan of approximately $2.1 million from an unrelated financing company. According to the agreement, ChaoYang XinMei temporarily transferred ownership of its production line and related equipment to the financing company, while retaining the right to use the property for production. At the end of the 30-month contractual period, ChaoYang XinMei holds the option to repurchase the production line and related equipment for $14.00. As of September 30, 2024, $965,000 is included in “Other long-term liabilities” and $748,000 is included in “Short-term loans” in our consolidated balance sheets.
On July 27, 2021, we filed with the SEC a registration statement on Form S-3 (as amended, the “Shelf Registration Statement”), 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. On May 17, 2022, the SEC declared the Shelf Registration Statement effective.
We believe that we have adequate cash and investments to meet our operating needs and capital expenditures over the next 12 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 the section entitled “Risk Factors” in Part II, Item 1A below.
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.
Land Purchase and Investment Agreement
In 2017, Baoding Tongmei established a wafer processing production line in Dingxing, China. In addition to a land rights and building purchase agreement that Baoding Tongmei entered into with a private real estate development company to acquire our new manufacturing facility, Baoding Tongmei 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 Baoding Tongmei as Baoding Tongmei achieves certain milestones. Baoding Tongmei, 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
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covenant entered into between Baoding Tongmei 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 in China and that the future valuation is flexible. Chaoyang Tongmei has a similar agreement with the city of Kazuo, China, although on a smaller scale. The total investment targeted by Chaoyang Tongmei 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 September 30, 2024, we did not have any off-balance sheet financing arrangements and have never established any special purpose entities as defined under SEC Regulation S-K Item 303(a)(4)(ii).
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Risk
A significant portion of our business is conducted in currencies other than the U.S. dollar. Foreign exchange losses have had a material adverse effect on our operating results and cash flows in the past and could have a material adverse effect on our operating results and cash flows in the future. If we do not effectively manage the risks associated with this currency risk, our revenue, cash flows and financial condition could be adversely affected. During 2023 and 2022, we recorded a foreign exchange gain of $0.2 million and $1.6 million, respectively, and during 2021 we recorded a net foreign exchange loss of $0.4 million, included as part of “Other income, net” in our condensed consolidated statements of operations. We incur foreign currency transaction exchange gains and losses due to operations in general. In the future we may experience foreign exchange losses on our non-functional currency denominated receivables and payables to the extent that we have not mitigated our exposure. Foreign exchange losses could have a materially adverse effect on our operating results and cash flows.
Our product sales to Japanese customers are typically invoiced in Japanese yen. As such, we have foreign exchange exposure on our accounts receivable and on any Japanese yen denominated cash deposits. To partially protect us against fluctuations in foreign currency resulting from accounts receivable in Japanese yen, starting in 2015, we instituted a foreign currency hedging program. We place short term hedges that are intended to offset the potential cash exposure related to fluctuations in the exchange rate between the United States dollar and Japanese yen. We measure the fair value of these hedges at each month end and quarter end using current exchange rates and in accordance with U.S. GAAP. At quarter end and year end any foreign currency hedges not settled are netted on the condensed consolidated balance sheet and consolidated balance sheet, respectively, and classified as Level 3 assets and liabilities. As September 30, 2024 and December 31, 2023, 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.
The functional currency for our foreign operations is the renminbi, the local currency of China, and in the future we may establish short term hedges covering renminbi. Most of our operations are conducted in China and most of our costs are incurred in Chinese renminbi, which subjects us to fluctuations in the exchange rates between the U.S. dollar and the Chinese renminbi. We incur transaction gains or losses resulting from consolidation of expenses incurred in local currencies for our Chinese subsidiaries, as well as in translation of the assets and liabilities at each balance sheet date. Our financial results could be adversely affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets, including the revaluation by China of the renminbi, and any future adjustments that China may make to its currency such as any move it might make to a managed float system with opportunistic interventions. We may also experience foreign exchange losses on our non-functional currency denominated receivables and payables.
We currently are using a hedging program to minimize the effects of currency fluctuations relating to the Japanese yen. While we may apply this program to other currencies, such as the Chinese renminbi, our hedging position is partial and may not exist at all in the future. It may not succeed in minimizing our foreign currency fluctuation risks.
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Our primary objective in holding these instruments is to reduce the volatility of earnings and cash flows associated with changes in foreign currency. The program is not designated for trading or speculative purposes. The company may choose not to hedge certain foreign exchange exposures for a variety of reasons, including but not limited to accounting considerations and the prohibitive economic cost of hedging particular exposures. However, even with our hedging program, we still experience losses on foreign exchange from time to time.
Interest Rate Risk
Cash and restricted cash earning interest and certain variable rate debt instruments are subject to interest rate fluctuations. The following table sets forth the probable impact of a 10% change in interest rates (in thousands):
|
|
|
| Proforma 10% |
| Proforma 10% |
| ||||||||
Balance as of | Current | Projected Annual | Interest Rate | Interest Rate |
| ||||||||||
September 30, | Interest | Interest | Decline | Increase |
| ||||||||||
Instrument | 2024 | Rate | Income | Income | Income |
| |||||||||
Cash and restricted cash | $ | 38,791 |
| 0.90 | % | $ | 349 | $ | 314 | $ | 384 | ||||
Investments in marketable debt securities |
| — |
| — | % |
| — |
| — |
| — | ||||
$ | 349 | $ | 314 | $ | 384 |
The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash, short-term investments, and accounts receivable. We invest primarily in money market accounts, certificates of deposits, corporate bonds and notes, and government securities. We are exposed to credit risks in the event of default by the issuers to the extent of the amount recorded on the condensed consolidated balance sheets. These securities are generally classified as available-for-sale and consequently are recorded on the balance sheet at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income (loss), net of estimated tax, further reduced by a valuation allowance for expected credit losses, if any. Our cash and short-term investments and long-term investments are in high-quality instruments placed with major banks and financial institutions and commercial paper. We have no investments in auction rate securities.
Credit Risk
We perform ongoing credit evaluations of our customers’ financial condition, and limit the amount of credit extended when deemed necessary, but generally do not require collateral. The credit risk in our accounts receivable is mitigated by our credit evaluation process and the broad dispersion of sales transactions. One customer accounted for more than 10% of our accounts receivable balance as of September 30, 2024, and no customer accounted for more than 10% of our accounts receivable balance as of December 31, 2023.
Impairment of Equity Investment Risk
As part of our supply chain strategy, we maintain minority investments in privately-held raw material companies located in China either invested directly by us or by one of our supply chain companies in China. These minority investments are reviewed for other than-temporary declines in value on a quarterly basis. These investments are classified as other assets in the condensed consolidated balance sheets and accounted for under either the equity or fair value method, depending on whether we have the ability to exercise significant influence over the raw material company’s 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. Reasons for other-than-temporary declines in value include whether the related company would have insufficient cash flow to operate for the next twelve months, significant changes in the operating performance and changes in market conditions. Our minority investments under the equity method as of September 30, 2024 and December 31, 2023 totaled $13.5 million and $12.5 million, respectively. Our minority investment under the fair value method as of September 30, 2024 and December 31, 2023 totaled $0.6 million and $0.6 million, respectively. See Note 7 for a discussion on the new fair value method investment.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as defined under Exchange Act Rules 13a-15(e) and 15d-15(e) were effective at the reasonable assurance level to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission and is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Our disclosure controls and procedures include components of our internal control over financial reporting. Management’s assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance because a control system, no matter how well designed and operated, can provide only reasonable assurance that the control system’s objectives will be met.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a or 15(d) of the Exchange Act that occurred during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time we may be involved in judicial or administrative proceedings concerning matters arising in the ordinary course of business. We do not expect that any of these matters, individually or in the aggregate, will have a material adverse effect on our business, financial condition, cash flows or results of operation.
Shareholder Class Action
On May 6, 2024, a shareholder class action complaint was filed in the U.S. District Court for the Eastern District of New York on behalf of persons or entities who purchased or acquired our publicly traded securities, against us, Morris S. Young, our Chief Executive Officer, and Gary L. Fischer, our Chief Financial Officer. The court transferred the case to the Northern District of California, where our headquarters is located. A lead plaintiff has been appointed and an amended complaint was filed. The amended complaint asserts a putative class period from March 24, 2021 and April 3, 2024, inclusive (the “Class Period”). The amended complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder by the defendants, and seeks unspecified monetary relief, interest, and attorneys’ fees. The motion to dismiss is due on November 8, 2024.
Derivative Action
On August 22, 2024, a derivative lawsuit was filed in the Northern District of California by a shareholder against Morris S. Young, our Chief Executive Officer, Gary L. Fischer, our Chief Financial Officer, current directors David C. Chang, Jesse Chen, and Christine Russell, and former director Leonard J. LeBlanc, with the Company named as a nominal defendant. The complaint asserts that the defendants breached their fiduciary duties to the Company based on the allegations asserted in the original complaint in the putative shareholder class action. The motion to dismiss is due on November 15, 2024.
It is not possible at this time to reasonably assess the final outcomes of these litigations or reasonably to estimate the possible loss or range of loss with respect to these litigations. Management believes these claims to be meritless and intends to vigorously defend against them.
Item 1A. Risk Factors
For ease of reference, we have divided these risks and uncertainties into the following general categories:
I. | Summary Risk Factors; |
II. | Risks Related to Our Business and Operations; |
III. | Risks Related to International Aspects of Our Business; |
IV. | Risks Related to Our Financial Results and Capital Structure; |
V. | Risks Related to Our Intellectual Property; and |
VI. | Risks Related to Compliance, Environmental Regulations and Other Legal Matters. |
I. | Summary Risk Factors |
● | We are subject to a number of unique legal and operational risks associated with our corporate structure. |
● | The PRC central government may intervene in or influence our PRC operations at any time and the rules and regulations in China can change quickly with little advance notice. |
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● | Although the audit report included in our 2023 Annual Report was prepared by an independent registered public accounting firm who is currently inspected fully by the Public Company Accounting Oversight Board (the “PCAOB”), there is no guarantee that future audit reports will be prepared by an independent registered public accounting firm that is completely inspected by the PCAOB. |
● | Our NASDAQ stock price is volatile and our stock price could decline. Unpredictable fluctuations in our operating results, changes and events in our end markets and global trends cause volatility in our stock price. |
● | COVID-19 or other contagious diseases may affect our business operations and financial performance. Lack of supply of current vaccines and resistance by some to be vaccinated could prolong COVID-19. |
● | We face litigation and legal proceedings which could adversely affect our business, financial condition, results of operations or cash flows. |
● | Global economic and political conditions, including trade tariffs, import-export restrictions, and other restrictions, may have a negative impact on our business and financial results. |
● | Changes in China’s political, social, regulatory or economic environments may affect our financial performance. |
● | The Chinese central government is increasingly aware of air pollution and other forms of environmental pollution and their reform efforts can impact our manufacturing, including intermittent mandatory shutdowns. Shutdowns or underutilizing our manufacturing facilities may result in declines in our gross margins. |
● | Enhanced trade tariffs, import restrictions, export restrictions, Chinese regulations or other trade barriers may materially harm our business. |
● | If China places restrictions on freight and transportation routes and on ports of entry and departure this could result in shipping delays or increased costs for shipping. |
● | Our international operations are exposed to potential adverse tax consequence in China. |
● | Our gross margin has fluctuated historically and may decline or increase due to several factors. Factors such as product mix, unit volume, yields and other manufacturing efficiencies can cause our gross margin to decrease or increase from quarter to quarter. |
● | The proposed Tongmei IPO on the STAR Market in China could fail to be completed. This could result in investor disappointment and in failure to secure sufficient capital needed to take advantage of market opportunities for our products. Our stock price could decline. |
● | The terms of the private equity raised by Tongmei in China grant each investor a right of redemption if the IPO fails to pass the audit of the Shanghai Stock Exchange, is not approved by the CSRC or Tongmei cancels the IPO application. This could result in disgorging the cash that we raised from the Investors. |
● | Defects in our products could diminish demand for our products. Our ability to receive orders from tier one customers is contingent on producing wafer substrates of very high quality and deploying best practices in manufacturing. We may not always be able to meet these requirements and we could then lose revenue. |
● | Difficulties in accurately estimating market demand could result in over-investing in inventory, equipment and capacity expansion or losing market share if we do not invest sufficiently. |
● | Attracting and retaining tier one customers requires that we succeed in our research and development programs. Customers establish difficult to meet product specifications regarding defect densities, surface flatness, diameter size and other specifications pushing the boundaries of material science. We may not achieve these specifications. |
● | We are subject to foreign exchange gains and losses that materially impact our condensed consolidated statements of operations. Because we are a global company we are exposed to changes and swings in foreign exchange, particularly when currencies experience periods of volatility. |
● | Joint venture raw material companies in China bring certain risks. |
● | We derive a significant portion of our revenue from international sales, and our ability to sustain and increase our international sales involves significant risks. |
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II. | Risks Related to Our Business and Operations |
Silicon substrates (wafers) are significantly lower in cost compared to substrates made from specialty materials, such as those that we produce, and new silicon-based technologies could enable silicon-based substrates to replace specialty material-based substrates for certain applications.
Historically silicon wafers or substrates are less expensive than specialty material substrates, such as those that we produce. Electronic circuit designers will generally consider silicon first and only turn to alternative materials if silicon cannot provide the required functionality in terms of power consumption, speed, wave lengths or other specifications. Beginning in 2011, certain applications that had previously used GaAs substrates, specifically the RF chip in mobile phones, adopted a new silicon-based technology called silicon on insulator, or SOI. SOI technology uses a silicon-insulator-silicon layered substrate in place of conventional silicon substrates in semiconductor manufacturing. SOI substrates cost less than GaAs substrates and, although their performance is not as robust as GaAs substrates in terms of power consumption, heat generation and speed, they became acceptable in mobile phones and other applications that were previously dominated by GaAs substrates. The adoption of SOI resulted in decreased GaAs wafer demand, and decreased revenue. If SOI or new silicon-based technologies gain more widespread market acceptance, or are used in more applications, our sales of specialty material-based substrates could be reduced and our business and operating results could be significantly and adversely affected.
Our gross margin has fluctuated historically and may decline due to several factors.
Our gross margin has fluctuated from period to period as a result of increases or decreases in total revenue, unit volume, shifts in product mix, shifts in the cost of raw materials, costs related to the relocation of our gallium arsenide and germanium production lines, including costs related to hiring additional manufacturing employees at our new locations, tariffs imposed by the U.S. government, the introduction of new products, decreases in average selling prices for products, utilization of our manufacturing capacity, fluctuations in manufacturing yields and our ability to reduce product costs. These factors and other variables change from period to period and these fluctuations are expected to continue in the future. For example, in the third quarter of 2022 our gross margin was 42.0% but it dropped to 10.7% in the third quarter of 2023 as a result of several of these factors.
Our raw material companies experience selling price volatility and purchase price volatility in acquiring base materials. We consolidate the results of two of these raw material companies, and any reduction in their gross margins could have a significant, adverse impact on our overall gross margins. One or more of our companies has in the past sold, and may in the future sell, raw materials at significantly reduced prices in order to gain volume sales or sales to new customers. In addition, the market price of gallium dropped below our per unit inventory cost and we incurred an inventory write down under the lower of cost or net realizable value accounting rules.
Shutdowns or underutilizing our manufacturing facilities may result in declines in our gross margins.
An important factor in our success is the extent to which we are able to utilize the available capacity in our manufacturing facilities. A number of factors and circumstances may reduce utilization rates, including periods of industry overcapacity, low levels of customer orders, operating inefficiencies, mechanical failures and disruption of operations due to expansion, power interruptions, fire, flood, other natural disasters or calamities or government-ordered mandatory factory shutdowns, including as a result of the COVID-19 pandemic. Severe air pollution in Beijing can trigger mandatory factory shutdowns. For example, in the first quarter of 2018, over 300 manufacturing companies, including Tongmei, were intermittently shut down by the local government for a total of ten days from February 27 to March 31, due to severe air pollution. Further, we have increased capacity by adding two new sites and this could reduce our utilization rate and increase our depreciation charges. Because many portions of our manufacturing costs are relatively fixed, high utilization rates are critical to our gross margins and operating results. If we fail to achieve acceptable manufacturing volumes or experience product shipment delays, our results of operations will be negatively affected. During periods of decreased demand, we have underutilized our manufacturing lines. If we are unable to improve utilization levels at our facilities during periods of decreased demand and correctly manage capacity, the fixed
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expense levels will have an adverse effect on our business, financial condition and results of operations. For example, in the three months ended September 30, 2023, our revenue dropped to $17.4 million and our gross margin was only 10.7%.
If we are unable to utilize the available capacity in our manufacturing facilities, we may need to implement a restructuring plan, which could have a material adverse effect on our revenue, our results of operations and our financial condition. For example, in 2013, we concluded that incoming orders were insufficient and that we were significantly underutilizing our factory capacity. As a result, in February 2014, we announced a restructuring plan with respect to our China company, Tongmei, in order to better align manufacturing capacity with demand. Under the restructuring plan, we recorded a charge of approximately $907,000 in the first quarter of 2014.
If we receive fewer customer orders than forecasted or if our customers delay or cancel orders, we may not be able to reduce our manufacturing costs in the short-term and our gross margins would be negatively affected. In addition, lead times required by our customers are shrinking, which reduces our ability to forecast orders and properly balance our capacity utilization.
Global economic and political conditions, including trade tariffs, import-export restrictions, and other restrictions, may have a negative impact on our business and financial results.
In September 2018, the Trump Administration announced a list of thousands of categories of goods that became subject to tariffs when imported into the United States from China. This pronouncement imposed tariffs on wafer substrates we imported into the United States. The initial tariff rate was 10% and subsequently was increased to 25%. Approximately 6% of our revenue derives from importing our wafers into the United States. In the first three quarters of 2024 we paid approximately $569,000 in tariffs. In the years ended December 31, 2023, 2022 and 2021 we paid approximately $1.0 million, $3.3 million and $1.3 million, respectively, in tariffs. The future impact of tariffs and trade wars is uncertain.
The economic and political conditions between China and the United States, in our view, create an unstable business environment. The United States has restricted access by certain Chinese technology companies to items produced domestically and abroad from U.S. technology and software, which may impact our ability to grow our revenue. Trade restrictions against China have resulted in a greater determination within China to be self-sufficient and produce more goods domestically. Government agencies in China may be encouraging and supporting the founding of new companies, the addition of new products in existing companies and more vertical integration within companies. These factors could negatively impact our sales in China.
Our operations and financial results depend on worldwide economic and political conditions and their impact on levels of business spending, which has deteriorated significantly in many countries and regions. Uncertainties in the political, financial and credit markets and U.S. financial system may cause our customers to postpone deliveries. The COVID-19 virus remains an additional cause of uncertainty. Additionally, U.S. bank failures may affect our customers. Delays in the placement of new orders and extended uncertainties may reduce future sales of our products and services. The revenue growth and profitability of our business depends on the overall demand for our substrates. Because the end users of our products are primarily large companies whose businesses fluctuate with general economic and business conditions, a softening of demand for products that use our substrates, caused by a weakening economy, may result in decreased revenue. Customers may find themselves facing excess inventory from earlier purchases and may defer or reconsider purchasing products due to the downturn in their business and in the general economy. For example, global business conditions deteriorated in the second half of 2022. In the second quarter of 2022, our revenue totaled $39.5 million. In the fourth quarter of 2022, our revenue declined to $26.8 million and in the third quarter of 2023, our revenue further declined to $17.4 million. If market conditions deteriorate, we may experience increased collection times and greater write-offs, either of which could have a material adverse effect on our profitability and our cash flow.
Future tightening of credit markets and concerns regarding the availability of credit may make it more difficult for our customers to raise capital, whether debt or equity, to finance their purchases of capital equipment or of the products we sell. Delays in our customers’ ability to obtain such financing, or the unavailability of such financing, would adversely affect our product sales and revenue and, therefore, harm our business and operating results. We cannot predict
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the timing, duration of or effect on our business of any future economic downturn or the timing or strength of any subsequent recovery.
COVID-19 or other contagious diseases may affect our business operations and financial performance.
The spread of COVID-19 impacted our operations and financial performance. The outbreak of COVID has triggered references to the SARS outbreak, which occurred in 2003 and affected our business operations. Any severe occurrence of an outbreak of a contagious disease such as COVID-19, SARS, Avian Flu or Ebola may cause us or the government to temporarily close our manufacturing operations in China. In January 2020, virtually all companies in China were ordered to remain closed after the traditional Lunar New Year holiday ended, including our subsidiaries in China. In December 2022, the PRC government ended its zero-COVID policy. If there is a renewed surge of the COVID-19 pandemic in cities in which our PRC subsidiaries and PRC joint ventures are located, the Chinese government may require these companies to close again. If one or more of our key suppliers is required to close for an extended period, we might not have enough raw material inventories to continue manufacturing operations. In addition, travel restrictions between China and the U.S. were disrupted and this impacted our efficiency. In the future, if our manufacturing operations were closed for a significant period or we experience difficulty in shipping our products, we could lose revenue and market share, which would depress our financial performance and could be difficult to recapture. If one of our key customers is required to close for an extended period, this may delay the placement of new orders. As a result, our revenue would decline.
If we have low product yields, the shipment of our products may be delayed and our product cost and operating results may be adversely impacted.
A critical factor in our product cost is yield. Our products are manufactured using complex crystal growth and wafer processing technologies, and the number of usable wafer substrates we produce can fluctuate as a result of many factors, including:
● | poor control of furnace temperature and pressure; |
● | impurities in the materials used; |
● | contamination of the manufacturing environment; |
● | quality control and inconsistency in quality levels; |
● | lack of automation and inconsistent processing requiring manual manufacturing steps; |
● | substrate breakage during the manufacturing process; and |
● | equipment failure, power outages or variations in the manufacturing process. |
An example where yield is of special concern is for our six-inch semi-conducting gallium arsenide substrates, which can be used for manufacturing industrial lasers and LED lighting. These applications require very low defect densities, also called EPD, and our yields will be lower than the yields achieved for the same substrate when it will be used in other applications. If we are unable to achieve the targeted quantity of low defect density substrates, then our manufacturing costs would increase and our gross margins would be negatively impacted.
In addition, we may modify our process to meet a customer specification, but this can impact our yields. If our yields decrease, our revenue could decline if we are unable to produce products to our customers’ requirements. At the same time, our manufacturing costs could remain fixed, or could increase. Lower yields negatively impact our gross margin. We have experienced product shipment delays and difficulties in achieving acceptable yields on both new and older products, and such delays and poor yields have adversely affected our operating results. We may experience similar problems in the future and we cannot predict when they may occur, their duration or severity.
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If our manufacturing processes result in defects in our products making them unfit for use by our customers, our products would be rejected, resulting in compensation costs paid to our customers, and possible disqualification. This could lead to revenue loss and market share loss.
Problems incurred in our raw material companies or our investment partners could result in a material adverse impact on our financial condition or results of operations.
We have invested in raw material companies in China that produce materials, including 99.99% pure gallium (4N Ga), high purity gallium (6N and 7N Ga), arsenic, germanium, germanium dioxide, pyrolytic boron nitride (pBN) crucibles and boron oxide (B2O3). We purchase a portion of the materials produced by these companies for our use and they sell the remainder of their production to third parties. We consolidate the companies in which we have a majority or controlling financial interest and employ equity accounting for the companies in which we have a smaller ownership interest. Several of these companies occupy space within larger facilities owned and/or operated by one of the other investment partners. Several of these partners are engaged in other manufacturing activities at or near the same facility. In some facilities, we share access to certain functions, including water, hazardous waste treatment or air quality treatment. If a partner in any of these ventures experiences problems with its operations, or deliberately withholds or disrupts services, disruptions in the operations of our companies could occur, having a material adverse effect on the financial condition and results of operation in these companies, and correspondingly on our financial condition or results of operations. For example, since gallium is a by-product of aluminum, our raw gallium company in China, which is housed in and receives services from an affiliated aluminum plant, could generate lower production and shipments of gallium as a result of reduced services provided by the aluminum plant. Accordingly, in order to meet customer supply obligations, our supply chain may have to source materials from another independent third-party supplier, resulting in higher costs and reduced gross margin.
The China central government has tightened control over hazardous chemicals and other hazardous materials. Further, the central government encourages employees to report to the appropriate regulatory agencies possible safety or environmental violations, but there may not be actual violations. Regular use in the normal course of business of hazardous chemicals or hazardous materials or a company’s failure to meet the ever-tightening standards for control of hazardous chemicals or hazardous materials could result in orders to shut down permanently, fines or other severe measures. Any such orders directed at one of our raw material companies could result in impairment charges if the company is forced to close its business, cease operations or incurs fines or operating losses, which would have a material adverse effect on our financial results.
Further, some of our raw material companies share facilities with our raw material investment partners. If either company is deemed to have violated applicable laws, rules or regulations governing the use, storage, discharge or disposal of hazardous chemicals, their operations could be adversely affected and we could be subject to substantial liability for clean-up efforts, personal injury, fines or suspension or termination of operations. Employees working for these companies could bring litigation against us even though we are not directly controlling those operations. While we would expect to defend ourselves vigorously in any litigation that is brought against us, litigation is inherently uncertain and it is possible that our business, financial condition, results of operations or cash flows could be affected. Even if we are not deemed responsible for the actions of the raw material companies or investment partners, litigation could be costly, time consuming to defend and divert management attention; in addition, if we are deemed to be the most financially viable of the partners, plaintiffs may decide to pursue us for damages.
Unforeseen manufacturing issues and restrictions at the new manufacturing sites could occur.
In 2015, the Beijing city government announced its decision to move most of its offices to the Tongzhou district where our original manufacturing facility is currently located. The Beijing city government has moved thousands of government employees into this district. To create room and upgrade the district, the government instructed virtually all existing manufacturing companies, including Tongmei, to relocate all or some of their manufacturing lines. We were instructed to move our gallium arsenide manufacturing lines out of the area.
Although the relocation is completed and we are in volume production at the new sites, unforeseen manufacturing issues and restrictions at the new sites could occur. Problems could occur as we add capacity or comply
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with strict guidelines as customers perform their qualifications. All of this will require us to continue to diligently address the many details that arise at each of our 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.
The Chinese government has in the past imposed temporary restrictions on manufacturing facilities, such as the restrictions imposed on polluting factories for the 2008 Olympics and the 2014 Asian Pacific Economic Cooperation event. These restrictions included a shutdown of the transportation of materials and power plants to reduce air pollution. To reduce air pollution in Beijing, the Chinese government has sometimes limited the construction of new, or expansion of existing, facilities by manufacturing companies in the Beijing area or required mandatory factory shutdowns. For example, in the first quarter of 2018, over 300 manufacturing companies, including Tongmei, were intermittently shut down by the local government for a total of ten days from February 27 to March 31 due to severe air pollution. If the government applies restrictions to us or requires mandatory factory shutdowns in the future, then such restrictions or shutdowns could have an adverse impact on our results of operations and our financial condition. Our ability to supply current or new orders could be significantly impacted. Customers could then be required to purchase products from our competitors, causing our competitors to take market share from us.
In addition, from time to time, the Chinese government issues new regulations, which may require additional actions on our part to comply. On February 27, 2015, the China 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. As a result of the newly published list, we were required to seek additional permits.
Demand for our products may decrease if demand for the end-user applications decrease or if manufacturers downstream in our supply chain experience difficulty manufacturing, marketing or selling their products.
Our products are used to produce components for electronic and opto-electronic products. Accordingly, demand for our products is subject to the demand for end-user applications, including certain consumer applications, which utilize our products. For example, we have developed an 8-inch gallium arsenide wafer targeting an application in a consumer product. Our customer recently informed us that its end-user customer has cancelled its project. Production of the intended product was scheduled to begin in 2025. While there may be other end users, this particular cancellation is the loss of a potentially high-volume sales opportunity. Other factors affecting the ability of the manufacturers downstream in our supply chain to introduce and market their products successfully, include:
● | worldwide economic and political conditions and their impact on levels of business spending; |
● | the competition such manufacturers face in their particular industries; |
● | end of life obsolescence of products containing devices built on our wafers; |
● | the technical, manufacturing, sales, marketing and management capabilities of such manufacturers; |
● | the financial and other resources of such manufacturers; and |
● | the inability of such manufacturers to sell their products if they infringe third-party intellectual property rights. |
If demand for the end-user applications for which our products are used decreases, or if manufacturers downstream in our supply chain are unable to develop, market and sell their products, demand for our products will decrease. For example, during 2019 widespread political and economic instability and trade war concerns resulted in a general slowdown and our revenue decreased significantly. Additionally, in the second half of 2016, manufacturers producing and selling passive optical network devices known as EPONs and GPONs experienced a slowdown in demand
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resulting in surplus inventory on hand. The slowdown persisted until late in 2017. This resulted in a slowdown of sales of our InP substrates used in the PON market. More recently, global business conditions deteriorated, beginning in the second half of 2022. In general, many companies purchased more inventory than needed, in part due to fears of shortages resulting from COVID. In the second quarter of 2022, our revenue totaled $39.5 million. In the fourth quarter of 2022 our revenue declined to $26.8 million, in the second quarter of 2023, our revenue declined to $18.6 million and in the third quarter of 2023, our revenue further declined to $17.4 million. We expect similar cycles of strong demand followed by lower demand will occur for various InP, GaAs or Ge substrates in the future.
Our financial performance can be adversely affected if there are unfavorable financial results in any of our raw material companies.
The raw material companies in our vertically integrated supply chain have historically made a positive contribution to our financial performance. However, if there are unfavorable changes in revenue, average selling prices, gross margins or operating expenses in one or more of the consolidated companies, then this can result in a negative impact on our consolidated revenue, gross margin and profitability. If the companies are accounted for under the equity method, then these changes can result in a reduction in Equity in Income of Unconsolidated Joint Venture Companies. In 2023 and 2022, the companies accounted for under the equity method of accounting contributed a gain of $1.9 million and $6.0 million, respectively, to our condensed consolidated financial statements. In 2023, the total includes impairment charges of $1.9 million. The last time the companies accounted for under the equity method of accounting contributed a loss was 2019 with a loss of $1.9 million.
Intense competition in the markets for our products could prevent us from increasing revenue and achieving profitability.
The markets for our products are intensely competitive. We face competition for our wafer substrate products from other manufacturers of substrates, such as Sumitomo, JX, Freiberger, Umicore, Vital and CCTC, and from companies, such as Qorvo and Skyworks, that are actively considering alternative materials to GaAs and marketing semiconductor devices using these alternative materials. Sumitomo and JX also compete with us in the InP market. If we are unable to compete effectively, our revenue may decrease and we may not maintain profitability. We face many competitors that have a number of significant advantages over us, including:
● | greater name recognition and market share in the business; |
● | more manufacturing experience; |
● | extensive intellectual property; and |
● | significantly greater financial, technical and marketing resources. |
Our competitors could develop new or enhanced products that are more effective than our products.
The level and intensity of competition has increased over the past years and we expect competition to continue to increase in the future. Competitive pressures have resulted in reductions in the prices of our products, and continued or increased competition could reduce our market share, require us to further reduce the prices of our products, affect our ability to recover costs and result in reduced gross margins and profitability.
In addition, new competitors have and may continue to emerge, such as a company established by a former employee in China that is supplying semi-conducting GaAs wafers to the LED market. Competition from sources such as this could increase, particularly if these competitors are able to obtain large capital investments. Further, recent trade tensions between China and the United States have resulted in a greater determination within China to be self-sufficient and produce more goods domestically. This could result in the formation of new competitors that would compete against us and adversely affect our financial results.
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Cyber-attacks, system security risks and data protection issues could disrupt our internal operations and cause a reduction in revenue, increase in expenses, negatively impact our results of operation or result in other adverse consequences.
Like most technology companies, we could be targeted in cyber-attacks. We face a risk that experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential and proprietary information, potentially without being detected. Computer programmers and hackers also may be able to develop and deploy viruses, worms, and other malicious software programs that attack our information technology infrastructure and demand a ransom payment. The costs to us to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and our efforts to address these problems may not be successful and could result in interruptions and delays that may impede our sales, manufacturing, distribution, accounting or other critical functions.
Breaches of our security measures could create system disruptions or cause shutdowns or result in the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us. Cyber-attacks could use fraud, trickery or other forms of deception. A cyber-attack could expose us to a risk of loss or misuse of information, result in litigation and potential liability, damage our reputation or otherwise harm our business. In addition, the cost and operational consequences of implementing further data protection measures could be significant.
Portions of our information technology infrastructure might also experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time, which may have a material impact on our business. We may not be successful in implementing new systems and transitioning data, which could cause business disruptions and be more expensive, time consuming, disruptive and resource-intensive than originally anticipated. Such disruptions could adversely impact our ability to fulfill orders and interrupt other processes. Delayed sales, lower margins or lost customers could adversely affect our financial results and reputation.
The average selling prices of our substrates may decline over relatively short periods, which may reduce our revenue and gross margins.
Since the market for our products is characterized by declining average selling prices resulting from various factors, such as increased competition, overcapacity, the introduction of new products and decreased sales of products incorporating our products, the average selling prices for our products may decline over relatively short time periods. We have in the past experienced, and in the future may experience, substantial period-to-period fluctuations in operating results due to declining average selling prices. In certain years, we have experienced an average selling price decline of our substrate selling prices of approximately 5% to 10%, depending on the substrate product. It is possible that the pace of the decline of average selling prices could accelerate beyond these levels for certain products in a commoditizing market. We anticipate that average selling prices may decrease in the future in response to the unstable demand environment, price reductions by competitors, or by other factors, including pricing pressures from significant customers. When our average selling prices decline, our revenue and gross profit decline, unless we are able to sell more products or reduce the cost to manufacture our products. We generally attempt to combat an average selling price decline by improving yields and manufacturing efficiencies and working to reduce the costs of our raw materials and of manufacturing our products. We also need to sell our current products in increasing volumes to offset any decline in their average selling prices, and introduce new products, which we may not be able to do, or do on a timely basis.
In order to remain competitive, we must continually improve our processes, work to reduce the cost of manufacturing our products and improve our yields and manufacturing efficiencies. Our efforts may not allow us to keep pace with competitive pricing pressures which could adversely affect our margins. There is no assurance that any changes effected by us will result in sufficient cost reductions to allow us to reduce the price of our products to remain competitive or improve our gross margins.
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The loss of one or more of our tier one substrate customers would significantly hurt our operating results.
From time to time, sales to one or more of our tier one customers individually represent more than 10% of our revenue and if we were to lose a major customer the loss would negatively impact our revenue. Our customers are not obligated to purchase a specified quantity of our products or to provide us with binding forecasts of product purchases. In addition, our customers may reduce, delay or cancel orders. In the past, we have experienced a slowdown in bookings, significant push-outs and cancellation of orders from customers. If we lose a major customer or if a customer cancels, reduces or delays orders, our revenue would decline. In addition, customers that have accounted for significant revenue in the past may not continue to generate revenue for us in any future period. Any loss of customers or any delay in scheduled shipments of our products could cause revenue to fall below our expectations and the expectations of market analysts or investors, causing our stock price to decline.
We have made and may continue to make strategic investments in raw materials suppliers, which may not be successful and may result in the loss of all or part of our investment.
We have made direct investments or investments through our subsidiaries in raw material suppliers in China, which provide us with opportunities to gain supplies of key raw materials that are important to our substrate business. These affiliates each have a market beyond that provided by us. We may not have significant influence over every one of these companies and in some we have made only a strategic, minority investment. We may not be successful in achieving the financial, technological or commercial advantage upon which any given investment is premised, and we could end up losing all or part of our investment which would have a negative impact on our results of operations. In the first quarter of 2019, we incurred an impairment charge of $1.1 million for a germanium materials company in China in which we had a 25% ownership interest, writing down our investment to zero value. During the second quarter of 2023, one of our equity investments assessed one of its equity investments was fully impaired, leading to a $754,000 impairment charge in our financial results for the second quarter of 2023. In the fourth quarter of 2023, we divested another equity investment, incurring a net impairment charge of $1.1 million. A significant decline in the selling prices of raw materials began in 2015 and weakened some of these companies and their losses negatively impacted our financial results for several years. Further, the increasing concern and restrictions in China of hazardous chemicals and other hazardous materials could result in orders to shut down permanently, fines or other severe measures. Any such orders directed at one of our joint venture companies could result in impairment charges if the company is forced to close its business, cease operations or incurs fines, or operating losses, which would have a material adverse effect on our financial results.
If any of our facilities are damaged by occurrences such as fire, explosion, power outage or natural disaster, we might not be able to manufacture our products.
The ongoing operation of our manufacturing and production facilities is critical to our ability to meet demand for our products. If we are not able to use all or a significant portion of our facilities for prolonged periods for any reason, we would not be able to manufacture products for our customers. For example, a fire or explosion caused by our use of combustible chemicals, high furnace temperatures or, in the case of InP, high pressure during our manufacturing processes could render some of our facilities inoperable for an indefinite period of time. Actions outside of our control, such as earthquakes or other natural disasters, could also damage our facilities, rendering them inoperable. If we are unable to operate our facilities and manufacture our products, we would lose customers and revenue and our business would be harmed.
On the evening of March 15, 2017, an electrical short-circuit fire occurred at our Beijing manufacturing facility. The electrical power supply supporting 2-inch, 3-inch and 4-inch gallium arsenide and germanium crystal growth was damaged and production in that area was stopped. In addition, a wastewater pipe was damaged resulting in a halt to wafer processing for four days until the pipe could be repaired. We were able to rotate key furnace hardware and use some of the 6-inch capacity for smaller diameter crystal growth production to mitigate the impact of the fire and resume production. If we are unable to recover from a fire or natural disaster, our business and operating results could be materially and adversely affected.
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Defects in our products could diminish demand for our products.
Our wafer products are complex and may contain defects, including defects resulting from impurities inherent in our raw materials or inconsistencies in our manufacturing processes. We have experienced quality control problems with some of our products, which caused customers to return products to us, reduce orders for our products, or both. If we experience quality control problems, or experience other manufacturing problems, customers may return product for credit, cancel or reduce orders or purchase products from our competitors. We may be unable to maintain or increase sales to our customers and sales of our products could decline. Defects in our products could cause us to incur higher manufacturing costs and suffer product returns and additional service expenses, all of which could adversely impact our operating results. If new products developed by us contain defects when released, our customers may be dissatisfied and we may suffer negative publicity or customer claims against us, lose sales or experience delays in market acceptance of our new products.
Our substrate products have a long qualification cycle that makes it difficult to forecast revenue from new customers or for new products sold to existing customers.
New customers typically place orders with us for our substrate products three months to a year or more after our initial contact with them. The sale of our products is subject to our customers’ lengthy internal evaluation and qualification processes. During this time, we may incur substantial expenses and expend selling, marketing and management efforts while the customers evaluate our products. These expenditures may not result in sales of our products. If we do not achieve anticipated sales in a period as expected, we may experience an unplanned shortfall in our revenue. As a result, our operating results would be adversely affected. In addition, if we fail to meet the product qualification requirements of the customer, we may not have another opportunity to sell that product to that customer for many months or even years. In the current competitive climate, the average qualification and sales cycle for our products has lengthened even further and is expected to continue to make it difficult for us to forecast our future sales accurately. We anticipate that sales of any future substrate products will also have lengthy qualification periods and will, therefore, be subject to risks substantially similar to those inherent in the lengthy sales cycles of our current substrate products.
The cyclical nature of the semiconductor industry may limit our ability to maintain or increase net sales and operating results during industry downturns.
The semiconductor industry is highly cyclical and periodically experiences significant economic downturns characterized by diminished product demand, resulting in production overcapacity and excess inventory in the markets we serve. A downturn can result in lower unit volumes and rapid erosion of average selling prices. The semiconductor industry has experienced significant downturns, often in connection with, or in anticipation of, maturing product cycles of both semiconductor companies’ and their customers’ products or a decline in general economic conditions. This may adversely affect our results of operations and the value of our business.
A recent example of a cyclical downcycle took shape in the second half of 2022 and has continued into 2024. Early in its history, COVID began to impact supply chains resulting in shortages. As a result, in 2021 and into 2022 almost all companies purchased more inventory than they needed as a safety precaution. In the second half of 2022 companies began to realize they were holding too much inventory and entered into the “inventory correction” period. Our consolidated revenue had reached $39.7 million in the first quarter of 2022. In the third quarter of 2023, our revenue had declined to $17.4 million.
Our continuing business depends in significant part upon manufacturers of electronic and opto-electronic compound semiconductor devices, as well as the current and anticipated market demand for these devices and products using these devices. As a supplier to the semiconductor industry, we are subject to the business cycles that characterize the industry. The timing, length and volatility of these cycles are difficult to predict. The compound semiconductor industry has historically been cyclical due to sudden changes in demand, the amount of manufacturing capacity and changes in the technology employed in compound semiconductors. The rate of changes in demand, including end demand, is high, and the effect of these changes upon us occurs quickly, exacerbating the volatility of these cycles. These changes have affected the timing and amounts of customers’ purchases and investments in new technology. These industry cycles create pressure on our revenue, gross margin and net income.
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Our industry has in the past experienced periods of oversupply and that has resulted in significantly reduced prices for compound semiconductor devices and components, including our products, both as a result of general economic changes and overcapacity. Oversupply causes greater price competition and can cause our revenue, gross margins and net income to decline. During periods of weak demand, customers typically reduce purchases, delay delivery of products and/or cancel orders for our products. Order cancellations, reductions in order size or delays in orders could occur and would materially adversely affect our business and results of operations. Actions to reduce our costs may be insufficient to align our structure with prevailing business conditions. We may be required to undertake additional cost-cutting measures, and may be unable to invest in marketing, research and development and engineering at the levels we believe are necessary to maintain our competitive position. Our failure to make these investments could seriously harm our business.
A significant portion of our operating expense and manufacturing costs are relatively fixed. If revenue for a particular quarter is lower than we expect, we likely will be unable to proportionately reduce our operating expenses or fixed manufacturing costs for that quarter, which would harm our operating results.
If we do not successfully develop new product features and improvements and new products that respond to customer requirements, our ability to generate revenue, obtain new customers, and retain existing customers may suffer.
Our success depends on our ability to offer new product features, improved performance characteristics and new products, such as larger diameter substrates, low defect density substrates, thicker or thinner substrates, substrates with extreme surface flatness specifications, substrates that are manufactured with a doped crystal growth process or substrates that incorporate leading technology and other technological advances. This is an ongoing iterative research and development process performed by our China team in collaboration with our manufacturing managers. New products must meet customer needs and compete effectively on quality, price and performance. The markets for our products are characterized by rapid technological change, changing customer needs and evolving industry standards. If our competitors introduce products employing new technologies or performance characteristics, our existing products could become obsolete and unmarketable. Over time, we have seen our competitors selling more substrates manufactured using a crystal growth technology similar to ours, which has eroded our technological differentiation.
The development of new product features, improved performance characteristics and new products can be a highly complex process, and we may experience delays in developing and introducing them. Any significant delay could cause us to fail to timely introduce and gain market acceptance of new products. Further, the costs involved in researching, developing and engineering new products could be greater than anticipated. If we fail to offer new products or product enhancements or fail to achieve higher quality products, we may not generate sufficient revenue to offset our development costs and other expenses or meet our customers’ requirements.
We purchase critical raw materials and parts for our equipment from single or limited sources, and could lose sales if these sources fail to fill our needs.
We depend on a limited number of suppliers for certain raw materials, components and equipment used in manufacturing our products, including key materials such as quartz tubing, and polishing solutions. We generally purchase these materials through standard purchase orders and not pursuant to long-term supply contracts, and no supplier guarantees supply of raw materials or equipment to us. If we lose any of our key suppliers, our manufacturing efforts could be significantly hampered and we could be prevented from timely producing and delivering products to our customers. We have experienced delays obtaining critical raw materials and spare parts, including gallium, and we could experience such delays again in the future due to shortages of materials or for other reasons. Delays in receiving equipment or materials could result in higher costs and cause us to delay or reduce production of our products. If we have to delay or reduce production, we could fail to meet customer delivery schedules and our revenue and operating results could suffer.
We may not be able to identify or form additional complementary raw material joint ventures.
We might invest in additional joint venture companies in order to remain competitive in our marketplace and ensure a supply of critical raw materials. However, we may not be able to identify additional complementary joint
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venture opportunities or, even once opportunities are identified, we may not be able to reach agreement on the terms of the business venture with the other investment partners. Further, geopolitical tensions and trade wars could result in government agencies blocking such new joint ventures. New joint ventures could require cash investments or cause us to incur additional liabilities or other expenses, any of which could adversely affect our financial condition and operating results.
The financial condition of our customers may affect their ability to pay amounts owed to us.
Some of our customers may be undercapitalized and cope with cash flow issues. Because of competitive market conditions, we may grant our customers extended payment terms when selling products to them. Subsequent to our fulfilling an order, some customers have been unable to make payments when due, reducing our cash balances and causing us to incur charges to allow for a possibility that some accounts might not be paid. We observed an increase in our accounts receivable in the first quarter of 2020 and believe this has resulted from work stoppages, shelter-in-place orders and general cautiousness due to the COVID-19 pandemic. In the past, we have had some customers file for bankruptcy. If our customers do not pay amounts owed to us then we will incur charges that would reduce our earnings.
We depend on the continuing efforts of our senior management team and other key personnel. If we lose members of our senior management team or other key personnel, or are unable to successfully recruit and train qualified personnel, our ability to manufacture and sell our products could be harmed.
Our future success depends on the continuing services of members of our senior management team and other key personnel. Our industry is characterized by high demand and intense competition for talent, and the turnover rate can be high. We compete for qualified management and other personnel with other specialty material companies and semiconductor companies. Our employees could leave with little or no prior notice and would be free to work for a competitor. If one or more of our senior executives or other key personnel were unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and other senior management may be required to divert attention from other aspects of the business. The loss of any of these individuals or our ability to attract or retain qualified personnel could adversely affect our business.
Our results of operations may suffer if we do not effectively manage our inventory.
We must manage our inventory of raw materials, work in process and finished goods effectively to meet changing customer requirements, while keeping inventory costs down and improving gross margins. Although we seek to maintain sufficient inventory levels of certain materials to guard against interruptions in supply and to meet our near term needs, we may experience shortages of certain key materials. Alternatively, a sudden decline in demand could result in holding too much inventory which occurred in the second half of 2022. Some of our products and supplies have in the past, and may in the future, become obsolete while in inventory due to changing customer specifications, or become excess inventory due to decreased demand for our products and an inability to sell the inventory within a foreseeable period. This would result in charges that reduce our gross profit and gross margin. Furthermore, if market prices drop below the prices at which we value inventory, we would need to take a charge for a reduction in inventory values in accordance with the lower of cost or net realizable value valuation rule. We have in the past had to take inventory valuation and impairment charges. Any future unexpected changes in demand or increases in costs of production that cause us to take additional charges for un-saleable, obsolete or excess inventory, or to reduce inventory values, would adversely affect our results of operations.
The effect of terrorist threats and actions on the general economy could decrease our revenue.
Countries such as the United States and China continue to be on alert for terrorist activity. The potential near and long-term impact terrorist activities may have in regards to our suppliers, customers and markets for our products and the economy is uncertain. There may be embargos of ports or products, or destruction of shipments or our facilities, or attacks that affect our personnel. There may be other potentially adverse effects on our operating results due to significant events that we cannot foresee. Since we perform all of our manufacturing operations in China, terrorist activity or threats against U.S. owned enterprises are a particular concern to us.
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III. | Risks Related to International Aspects of Our Business |
The Chinese central government is increasingly aware of air pollution and other forms of environmental pollution and their reform efforts can impact our manufacturing, including intermittent mandatory shutdowns.
The Chinese central government is demonstrating strong leadership to improve air quality and reduce environmental pollution. These efforts have impacted manufacturing companies through mandatory shutdowns, increased inspections and regulatory reforms. In the fourth quarter of 2017, many manufacturing companies in the greater Beijing area, including Tongmei, were instructed by the local government to cease most manufacturing for several days until the air quality improved. In the first quarter of 2018, from February 27 to March 31 over 300 manufacturing companies, including Tongmei, were again intermittently shut down by the local government for a total of ten days, or 30 percent of the remaining calendar days, due to severe air pollution. Our shipments were delayed and our revenue for the quarter was negatively impacted. We expect that mandatory factory shutdowns may occur in the future. If the frequency of such shutdowns increases, especially at the end of a quarter, or if the total number of days of shutdowns prevents us from producing enough wafers to ship, then these shutdowns will have a material adverse effect on our manufacturing output, revenue and factory utilization. Each of our raw material supply chain companies could also be impacted by environmental related orders from the central government.
Although we are a Delaware corporation and are neither a PRC operating company nor do we conduct our operations in China through the use of VIEs, in the event we inadvertently concluded that we do not require any permissions or approvals from the CSRC or other PRC central government authorities to complete a public offering of securities in the U.S. or applicable laws, regulations, or interpretations change, we may be required to obtain such permissions or approvals to complete such a public offering of securities.
We are a Delaware corporation and are neither a PRC operating company nor do we conduct our operations in China through the use of VIEs. All of our products are manufactured in the PRC by our PRC subsidiaries and PRC joint ventures. We believe that we do not require any permissions or approvals from the CSRC or other PRC central government authorities to complete a public offering of securities in the U.S. because we are a Delaware corporation with our principal corporate office in Fremont, California and the PRC laws and regulations that govern the listing of securities on a U.S. securities exchange apply to PRC companies. However, in the event that we inadvertently concluded that such permission or approvals are not required or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future and we fail to obtain such permissions or approvals, then we may not be able to complete a public offering of securities in the U.S. We may also be pressured to delist our securities, which would force the holders to sell these securities and could result in a material adverse effect on the value of these securities. We may face sanctions by the CSRC or other PRC central government authorities or pressure from the PRC government in various business matters for failure to obtain such permissions or approvals. These sanctions or pressure may include fines and penalties on our operations in China, limitations on our operating privileges in China, delays in or restrictions on the repatriation of the proceeds from a public offering of securities in the U.S. into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in China, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our common stock.
The PRC central government may intervene in or influence our PRC operations at any time and the rules and regulations in China can change quickly with little advance notice.
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 central government is a single party form of government with virtually unlimited authority and power to intervene in or influence commercial operations in China. In the past, we have experienced such intervention or influence by the PRC central government and a change in the rules and regulations in China when we were instructed by the Beijing municipal government to relocate our gallium arsenide manufacturing facility in Beijing and expect that such intervention or influence or change in the rules and regulations in China could occur in the future.
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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, on February 27, 2015, the China 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. As a result of the newly published list, we were required to seek additional permits. Any such intervention or influence or change in the rules and regulations in China could result in a material change in our PRC operations and/or the value of our common stock.
Enhanced trade tariffs, import restrictions, export restrictions, Chinese regulations or other trade barriers may materially harm our business.
On July 3, 2023, China adopted new export control regulations on gallium- and germanium-related materials and the derivative products using these materials, effective as of August 1, 2023, which require Tongmei to proceed to immediately seek permits from the applicable Chinese authorities to export gallium arsenide and germanium substrates. Indium phosphide substrates are not included in the new export control regulations, and, therefore, exports of indium phosphide will not require export approvals as part of these regulations. While Tongmei has received its initial China export permits to resume shipping gallium arsenide and germanium substrates to certain customers, there can be no assurances that Tongmei will continue to receive China export permits to resume shipping gallium arsenide and germanium substrates to other customers or that China will not adopt additional export control regulations that affect our business, financial condition and results of operations.
All of our wafer substrates are manufactured in China and in the years 2023, 2022 and 2021, sales to customers in North America, primarily in the U.S., were approximately 10%, 14% and 10% of our revenue, respectively. In September 2018, the Trump Administration announced a list of thousands of categories of goods that became subject to tariffs when imported into the United States from China. This pronouncement imposed tariffs on wafer substrates we imported into the United States. The initial tariff rate was 10% and subsequently was increased to 25%. In the first three quarters of 2024 we paid approximately $569,000 in tariffs. In the years 2023, 2022 and 2021, we paid approximately $1.0 million, $3.3 million and $1.3 million, respectively, in tariffs. The future impact of tariffs and trade wars is uncertain. We may be required to raise prices, which may result in the loss of customers and our business, financial condition and results of operations may be materially harmed. Additionally, it is possible that our business could be adversely impacted by retaliatory trade measures taken by China or other countries in response to existing or future tariffs, which could cause us to raise prices or make changes to our operations, which could materially harm our business, financial condition and results of operations.
The economic and political conditions between China and the United States, in our view, create an unstable business environment. The United States government has restricted access by certain Chinese technology companies to items produced domestically and abroad from U.S. technology and software, which may impact our ability to maintain or grow our revenue. Trade restrictions against China have resulted in a greater determination within China to be self-sufficient and produce more goods domestically. Government agencies in China may be encouraging and supporting the founding of new companies, the addition of new products in existing companies and more vertical integration within companies. These factors have resulted in lower revenue from sales of our wafer substrates in China. Further, the continued threats of tariffs and other trade restrictions could have a generally disruptive impact on the global economy and, therefore, negatively impact our sales.
In addition, we may incur increases in costs and other adverse business consequences, including losses of customers and revenue or decreased gross margins, due to changes in tariffs, import or export restrictions, further trade barriers, or unexpected changes in regulatory requirements. In addition, in July 2012, we received notice of retroactive value-added taxes (VATs) levied by the tax authorities in China, which applied for the period from July 1, 2011 to June 30, 2012. We expensed the retroactive VATs of approximately $1.3 million in the quarter ended June 30, 2012, which resulted in a decrease in our gross margins. These VATs will continue to negatively impact our gross margins for the future quarters. Given the relatively fluid regulatory environment in China and the United States, there could be
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additional tax or other regulatory changes in the future. Any such changes could directly and materially adversely impact our financial results and general business condition.
COVID-19 or other contagious diseases may affect our business operations and financial performance.
The spread of COVID-19 impacted our operations and financial performance. The outbreak of COVID has triggered references to the SARS outbreak, which occurred in 2003 and affected our business operations. Any severe occurrence of an outbreak of a contagious disease such as COVID-19, SARS, Avian Flu or Ebola may cause us or the government to temporarily close our manufacturing operations in China. In January 2020, virtually all companies in China were ordered to remain closed after the traditional Lunar New Year holiday ended, including our subsidiaries in China. In December 2022, the PRC government ended its zero-COVID policy. If there is a renewed surge of the COVID-19 pandemic in cities in which our PRC subsidiaries and PRC joint ventures are located, the Chinese government may require these companies to close again. If one or more of our key suppliers is required to close for an extended period, we might not have enough raw material inventories to continue manufacturing operations. In addition, travel restrictions between China and the U.S. were disrupted and this impacted our efficiency. In the future, if our manufacturing operations were closed for a significant period or we experience difficulty in shipping our products, we could lose revenue and market share, which would depress our financial performance and could be difficult to recapture. If one of our key customers is required to close for an extended period, this may delay the placement of new orders. As a result, our revenue would decline.
Changes in China’s political, social, regulatory or economic environments may affect our financial performance.
Our financial performance may be affected by changes in China’s political, social, regulatory or economic environments. The role of the Chinese central and local governments in the Chinese economy is significant. The Beijing municipal government’s decision to move to the Tongzhou district, the original location of our China company, resulted in the city instructing virtually all existing manufacturing companies, including AXT, to relocate all or some of their manufacturing lines. We were instructed to move our gallium arsenide manufacturing line out of the area. Chinese policies toward hazardous materials, including arsenic, environmental controls, air pollution, economic liberalization, laws and policies affecting technology companies, foreign investment, currency exchange rates, taxation structure and other matters could change, resulting in greater restrictions on our ability to do business and operate our manufacturing facilities in China. We have observed a growing fluidity and tightening of regulations concerning hazardous materials, other environmental controls and air pollution. The Chinese government could revoke, terminate or suspend our operating licenses for reasons related to environmental control over the use of hazardous materials, air pollution, labor complaints, national security and similar reasons without compensation to us. Further, the central government encourages employees to report to the appropriate regulatory agencies possible safety or environmental violations, but there may not be actual violations. In days of severe air pollution the government has ordered manufacturing companies to stop all production. For example, in the first quarter of 2018, from February 27 to March 31, over 300 manufacturing companies, including us, were again intermittently shut down by the local government for a total of ten days due to severe air pollution. Our shipments were delayed and our revenue for the quarter was negatively impacted. We expect that mandatory factory shutdowns may occur in the future. Any failure on our part to comply with governmental regulations could result in the loss of our ability to manufacture our products. Further, any imposition of surcharges or any increase in Chinese tax rates or reduction or elimination of Chinese tax benefits could hurt our financial results.
Financial market volatility and adverse changes in the domestic, global, political and economic environment could have a significant adverse impact on our business, financial condition and operating results.
We are subject to the risks arising from adverse changes and uncertainty in domestic and global economies. Uncertain global economic and political conditions or low or negative growth in China, Europe or the United States, along with volatility in the financial markets and U.S. financial system, increasing national debt and fiscal concerns in various regions and the adoption and availability of fiscal and monetary stimulus measures to counteract the impact of the COVID-19 pandemic, pose challenges to our industry. Currently China’s economy is slowing and this could impact our financial performance. In addition, tariffs, trade restrictions, trade wars, high levels of inflation, high interest rates, the Russian invasion of Ukraine, the Middle East conflict, the Red Sea shipping disruptions, Brexit, heightened tensions between the U.S. and China, and U.S. bank failures in 2023, among other factors, are creating an unstable environment
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and can disrupt or restrict commerce. Although we remain well-capitalized, the cost and availability of funds may be adversely affected by illiquid credit markets. Volatility in U.S. and international markets and economies may adversely affect our liquidity, financial condition and profitability. Another severe or prolonged economic downturn could result in a variety of risks to our business, including:
● | inventory corrections; |
● | increased volatility in our stock price; |
● | increased volatility in foreign currency exchange rates; |
● | delays in, or curtailment of, purchasing decisions by our customers or potential customers; |
● | increased credit risk associated with our customers or potential customers, particularly those that may operate in industries most affected by the economic downturn; and |
● | impairment of our tangible or intangible assets. |
A recent example of economic volatility took shape in the second half of 2022 and has continued into 2024. Early in its history, COVID began to impact supply chains resulting in shortages. As a result, in 2021 and into 2022 almost all companies purchased more inventory than needed as a safety net. In the second half of 2022 companies began to realize they had too much inventory and entered into the “inventory correction” period. Our consolidated revenue had reached $39.7 million in the first quarter of 2022. In the third quarter of 2023 our revenue had declined to $17.4 million. In the fourth quarter of 2018 and continuing in 2019, we experienced delays in customer purchasing decisions and disruptions in a normal volume of customer orders that we believe were in part due to the uncertainties in the global economy, resulting in an adverse impact on consumer spending. During challenging and uncertain economic times and in tight credit markets, many customers delay or reduce technology purchases. Should similar events occur again, our business and operating results could be significantly and adversely affected.
The PRC central government may also exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our common stock.
The PRC central government may also exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our common stock. The PRC central government may also seek to significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless.
Our international operations are exposed to potential adverse tax consequence in China.
Our international operations create a risk of potential adverse tax consequences. Taxes on income in our China-based companies are dependent upon acceptance of our operational practices and intercompany transfer pricing by local tax authorities as being on an arm's length basis. Due to inconsistencies among taxing authorities in application of the arm’s length standard, transfer pricing challenges by tax authorities could, if successful, materially increase our consolidated income tax expense. We are subject to tax audits in China and an audit could result in the assessment of additional income tax against us. This could have a material adverse effect on our operating results or cash flows in the period or periods for which that determination is made and could result in increases to our overall tax expense in subsequent periods. Various taxing agencies in China are increasingly focused on tax reform and other legislative action to increase tax revenue. In addition to risks regarding income tax we have in the past been retroactively assessed value added taxes (“VAT” or “sales tax”) and such VAT assessments could occur again in the future.
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Uncertainty regarding the United States’ foreign policy, particularly with regards to China, could disrupt our business.
We manufacture our substrates in China and, in the year ended December 31, 2023, approximately 90% of our sales were to customers located outside the United States. Further, we have partial ownership of raw material companies in China as part of our supply chain. The United States’ current foreign policy has created uncertainty and caution in the international business community, resulting in disruptions in manufacturing, import/export, trade tariffs, sales, investments and other business activity. Such disruptions have had an adverse impact on our financial performance and could continue in the future.
Dividends from within our corporate structure are subject to PRC withholding tax and SAFE approval.
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. We have no current intentions to distribute to our investors earnings under our corporate structure. Dividends paid to the Company are subject to a 10% PRC withholding tax. The Company is required to obtain approval from 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. If SAFE approval is denied the dividend payable to the Company would be owed but would not be paid.
Our PRC subsidiaries and PRC joint ventures are subject to data security oversight.
Our PRC subsidiaries and PRC joint ventures are subject to oversight by the Cyberspace Administration of China (the “CAC”) regarding data security. Except for routine personal information necessary to process payroll and other benefits and emergency contact information, our PRC subsidiaries and PRC joint ventures do not collect or maintain personal information. All of our products are manufactured in the PRC by our PRC subsidiaries and PRC joint ventures. Although we are neither a PRC operating company nor do we conduct our operations in China through the use of VIEs, cybersecurity is increasingly a focus of the central government and the CAC could require AXT to comply with PRC cybersecurity regulations, which could cause us to make changes to our operations that could materially harm our business, financial condition and results of operations.
We derive a significant portion of our revenue from international sales, and our ability to sustain and increase our international sales involves significant risks.
Approximately 90% of our revenue is from international sales. We expect that sales to customers outside the United States, particularly sales to customers in Japan, Taiwan, Europe and China, will continue to represent a significant portion of our revenue. Therefore, our revenue growth depends significantly on the expansion of our international sales and operations.
All of our manufacturing facilities and most of our suppliers are also located outside the United States. Managing our overseas operations presents challenges, including periodic regional economic downturns, trade balance issues, threats of trade wars, varying business conditions and demands, political instability, variations in enforcement of intellectual property and contract rights in different jurisdictions, differences in the ability to develop relationships with suppliers and other local businesses, changes in U.S. and international laws and regulations, including import and export restrictions, fluctuations in interest and currency exchange rates, the ability to provide sufficient levels of technical support in different locations, cultural differences and perceptions of U.S. companies, shipping delays and terrorist acts or acts of war, natural disasters and epidemics or pandemics, such as COVID-19, among other risks. Many of these challenges are present in China, which represents a large potential market for semiconductor devices. Global uncertainties with respect to: (i) economic growth rates in various countries; (ii) sustainability of demand for electronic products; (iii) capital spending by semiconductor manufacturers; (iv) price weakness for certain semiconductor devices; (v) changing and tightening environmental regulations; (vi) political instability in regions where we have operations and (vii) trade wars may also affect our business, financial condition and results of operations.
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Our dependence on international sales involves a number of risks, including:
● | changes in tariffs, import restrictions, export restrictions, or other trade barriers; |
● | unexpected changes in regulatory requirements; |
● | longer periods to collect accounts receivable; |
● | foreign exchange rate fluctuations; |
● | changes in export license requirements; |
● | political and economic instability; and |
● | unexpected changes in diplomatic and trade relationships. |
Most of our sales are denominated in U.S. dollars, except for sales to our Chinese customers which are denominated in renminbi and our Japanese customers which are denominated in Japanese yen. We also have some small sales denominated in Euro. Increases in the value of the U.S. dollar could increase the price of our products in non-U.S. markets and make our products more expensive than competitors’ products in these markets.
We are subject to foreign exchange gains and losses that may materially impact our condensed consolidated statements of operations.
We are subject to foreign exchange gains and losses that may materially impact our condensed consolidated statements of operations. For example, in 2023 and 2022, we incurred foreign exchange gains of $169,000 and $1.6 million, respectively, and in 2021, we incurred a foreign exchange loss of $434,000.
The functional currency of our companies in China is the Chinese renminbi, the local currency. We can incur foreign exchange gains or losses when we pay dollars to one of our China-based companies or a third-party supplier in China. Similarly, if a company in China pays renminbi into one of our bank accounts transacting in dollars the renminbi will be converted to dollars and we can incur a foreign exchange gain or loss. Hedging renminbi will be considered in the future but it is complicated by the number of companies involved, the diversity of transactions and restrictions imposed by the banking system in China.
Sales to Japanese customers are denominated in Japanese yen. This subjects us to fluctuations in the exchange rates between the U.S. dollar and the Japanese yen and can result in foreign exchange gains and losses. This has been problematic in the past and, therefore, we instituted a foreign currency hedging program dealing with yen which has historically mitigated the gains and losses caused by fluctuations in the exchange rates.
Joint venture raw material companies in China bring certain risks.
Since our consolidated subsidiaries and all of our joint venture raw material companies operate in China, their activities could subject us to a number of risks associated with conducting operations internationally, including:
● | import and export restrictions; |
● | unexpected changes in regulatory requirements that may limit our ability to manufacture, export the products of these companies, sell into particular jurisdictions or impose multiple conflicting tax laws and regulations; |
● | the imposition of tariffs, trade barriers and duties; |
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● | difficulties in managing geographically disparate operations; |
● | difficulties in enforcing agreements through non-U.S. legal systems; |
● | political and economic instability, civil unrest or war; |
● | terrorist activities that impact international commerce; |
● | difficulties in protecting our intellectual property rights, particularly in countries where the laws and practices do not protect proprietary rights to as great an extent as do the laws and practices of the United States; |
● | new or changing laws and policies affecting economic liberalization, foreign investment, currency convertibility or exchange rates, taxation or employment; |
● | new or changing PRC regulations and policies regarding data security and oversight by the CAC of our consolidated subsidiaries and all of our joint venture raw material companies; and |
● | nationalization of foreign-owned assets, including intellectual property. |
If China places restrictions on freight and transportation routes and on ports of entry and departure this could result in shipping delays or increased costs for shipping.
In August 2015, there was an explosion at the Port of Tianjin, China. As a result of this incident the government placed restrictions on importing certain materials and on freight routes used to transport these materials. We experienced some modest disruption from these restrictions. If the government were to place additional restrictions on the transportation of materials, then our ability to transport our raw materials or products could be limited and result in manufacturing delays or bottlenecks at shipping ports, affecting our ability to deliver products to our customers. During periods of such restrictions, we may increase our stock of critical materials (such as arsenic, gallium and other items) for use during the period that these restrictions are likely to last, which will increase our use of cash and increase our inventory level. Any of these restrictions could materially and adversely impact our results of operations and our financial condition.
Our operating results depend in large part on continued customer acceptance of our substrate products manufactured in China and continued improvements in product quality.
We manufacture all of our products in China, and source most of our raw materials in China. We have in the past experienced quality problems with our China manufactured products. Our previous quality problems caused us to lose market share to our competitors as some of our customers reduced their orders until our wafer surface quality was as good and as consistent as that offered by our competitors. If we are unable to continue to achieve customer qualifications for our products, or if we are unable to control product quality, customers may not increase purchases of our products, our China facilities will become underutilized, and we will be unable to achieve revenue growth.
If there are power shortages in China, we may have to temporarily close our China operations, which would adversely impact our ability to manufacture our products and meet customer orders, and would result in reduced revenue.
In the past, China has faced power shortages resulting in power demand outstripping supply in peak periods. Instability in electrical supply has caused sporadic outages among residential and commercial consumers causing the Chinese government to implement tough measures to ease the energy shortage. If further problems with power shortages occur in the future, we may be required to make temporary closures of our operations or of our subsidiary and joint venture raw material companies. We may be unable to manufacture our products and would then be unable to meet customer orders except from finished goods inventory on hand. As a result, our revenue could be adversely impacted, and our relationships with our customers could suffer, impacting our ability to generate future revenue. In addition, if
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power is shut off at any of our facilities at any time, either voluntarily or as a result of unplanned brownouts, during certain phases of our manufacturing process including our crystal growth phase, the work in process may be ruined and rendered unusable, causing us to incur costs that will not be covered by revenue, and negatively impacting our cost of revenue and gross margins.
Although the audit report is prepared by an independent registered public accounting firm who is currently inspected fully by the PCAOB, there is no guarantee that future audit reports will be prepared by an independent registered public accounting firm that is completely inspected by the PCAOB.
Our independent registered public accounting firm, BPM, is registered with the PCAOB and is subject to regular inspections by the PCAOB to assess its compliance with the applicable professional standards. Although we have operations in China, a jurisdiction where the PCAOB was, until recently, unable to conduct inspections without the approval of the Chinese government authorities, our independent registered public accounting firm is currently inspected fully by the PCAOB.
Inspections of other independent registered public accounting firms conducted by the PCAOB outside China have at times identified deficiencies in those independent registered public accounting firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections of audit work undertaken in China prevented the PCAOB from regularly evaluating independent registered public accounting firms’ audits and their quality control procedures. As a result, to the extent that any component of our independent registered public accounting firm’s work papers is or becomes located in China, such work papers may not be subject to inspection by the PCAOB. As a result, investors would be deprived of such PCAOB inspections, which could result in limitations or restrictions to our access of the U.S. capital markets.
As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular PRC laws, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress which, if passed, would require the SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate the audit work performed by a non-U.S. independent registered public accounting firm completely. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges such as the Nasdaq Global Select Market of issuers included on the SEC’s list for three consecutive years. It is unclear if this proposed legislation will be enacted. Furthermore, there have been recent deliberations within the U.S. government regarding potentially limiting or restricting companies based in China from accessing U.S. capital markets. On May 20, 2020, the U.S. Senate passed the HFCA Act, which includes requirements for the SEC to identify issuers whose audit work is performed by independent registered public accounting firms that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the independent registered public accounting firms’ local jurisdiction. The U.S. House of Representatives passed the HFCA Act on December 2, 2020, and the HFCA Act was signed into law on December 18, 2020. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their independent registered public accounting firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in issuers based in China and summarizing enhanced disclosures the SEC recommends issuers based in China make regarding such risks. On March 18, 2021, the SEC adopted interim final rules to implement the HFCA Act, which requires the SEC to identify certain issuers that filed annual reports with audit reports issued by registered public accounting firms located in foreign jurisdictions and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in those jurisdictions (the “Commission-Identified Issuers”). Specifically, the SEC implemented the submission and disclosure requirements of the HFCA Act. On December 2, 2021, the SEC issued amendments to finalize the interim final rules. Further, the SEC established procedures to identify Commission-Identified Issuers and prohibit the trading of the securities of Commission-Identified Issuers as required by the HFCA Act. We will be required to comply with these rules if the SEC identifies us as a Commission-Identified Issuer. Under the HFCA Act, our securities may be prohibited from trading on the Nasdaq Global Select Market or other U.S. stock exchanges if we are determined to be a Commission-Identified Issuer for three consecutive years, and this ultimately could result in our common stock being delisted. Furthermore, on
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June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if the issuer is determined to be a Commission-Identified Issuer for two consecutive years instead of three. On December 15, 2021, the Accelerating Holding Foreign Companies Accountable Act was introduced to the U.S. House of Representatives. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether the PCAOB is unable to inspect or investigate completely independent registered public accounting firms located in a non-U.S. jurisdiction because of a position taken by one or more authorities in that jurisdiction and was approved by the SEC on November 5, 2021. On December 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 and Hong Kong because of positions taken by PRC authorities in those jurisdictions.
Beginning in March 2022, the SEC listed companies on either its conclusive list of issuers identified under the HFCA Act or its provisional list of issuers identified under the HFCA Act. Companies listed on the SEC’s conclusive list of issuers identified under the HFCA Act are determined to be Commission-Identified Issuers. The SEC did not list AXT, Inc. on either its conclusive list of issuers identified under the HFCA Act or its provisional list of issuers identified under the HFCA Act.
On December 15, 2022, the PCAOB vacated its 2021 determinations that the positions taken by authorities in the PRC and Hong Kong prevented it from inspecting and investigating completely registered public accounting firms headquartered in those jurisdictions. As a result, the SEC will not provisionally or conclusively identify an issuer as a Commission-Identified Issuer if it files an annual report with an audit report issued by a registered public accounting firm headquartered in either jurisdiction on or after December 15, 2022, until such time as the PCAOB issues a new determination. The SEC will continue to include any Commission-Identified Issuer on the provisional or conclusive list if they filed an annual report with an audit report issued by a registered public accounting firm headquartered in mainland China and Hong Kong prior to the PCAOB’s decision to vacate its 2021 determinations.
While an agreement has been reached among the CSRC, the SEC and the PCAOB regarding the inspection of PCAOB-independent registered public accounting firms in China, there can be no assurance that we will be able to comply with requirements imposed by U.S. regulators. If the PRC authorities do not fully perform their obligations under the agreement with the PCAOB in the future, or if authorities in the PRC otherwise take positions that render the PCAOB unable to inspect or investigate completely registered public accounting firms headquartered in the PRC and Hong Kong, the PCAOB will make determinations under the HFCA Act. Delisting of our common stock would force holders of our common stock to sell their shares. The market price of our common stock could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, as well as negative investor sentiment towards, companies with operations in China that are listed in the United States, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance.
IV. Risks Related to Our Financial Results and Capital Structure
We may utilize our cash balances for relocating manufacturing lines, adding capacity, acquiring state-of-the-art equipment or offsetting a business downturn resulting in the decline of our existing cash and if we need additional capital, funds may not be available on acceptable terms, or at all.
Our liquidity is affected by many factors, including among others, the relocation of our gallium arsenide manufacturing lines, the expansion of our capacity to meet market demand, the acquisition of state-of-the-art equipment, other capital expenditures, operating activities, the effect of exchange rate changes and other factors related to the uncertainties of the industry and global economies. Such matters could draw down our cash reserves, which could adversely affect our financial condition, require us to incur debt, reduce our value and possibly impinge our ability to raise debt and equity funding in the future, at a time when we might need to raise additional cash or elect to raise additional cash. Accordingly, there can be no assurance that events will not require us to seek additional capital or, if required, that such capital would be available on terms acceptable to us, if at all.
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The terms of the private equity raised in China as a first step toward an IPO on the STAR Market grant each Investor a right of redemption if Tongmei fails to achieve its IPO.
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 the Shanghai Stock Exchange, is not approved by the CSRC or Tongmei cancels the IPO application. The aggregate redemption amount is approximately $49 million.
Tongmei submitted its IPO application to the Shanghai Stock Exchange and it was formally accepted for review on January 10, 2022. The Shanghai Stock Exchange approved the IPO application on July 12, 2022. On August 1, 2022, the CSRC accepted for review Tongmei’s IPO application. 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 coming months. The listing of Tongmei on the STAR Market will not change the status of AXT as a U.S. public company. There can be no assurances that Tongmei will complete its IPO in 2024 or at all. In the event that investors exercise their redemption rights, we may be required to seek additional capital in order to redeem their Tongmei shares and there would be no assurances that such capital would be available on terms acceptable to us, if at all. Any redemptions could have a material adverse effect on our business, financial condition and results of operations.
Unpredictable fluctuations in our operating results could disappoint analysts or our investors, which could cause our stock price to decline.
We have experienced, and may continue to experience, significant fluctuations in our revenue, gross margins and earnings. Our quarterly and annual revenue and operating results have varied significantly in the past and may vary significantly in the future due to a number of factors, including:
● | inventory corrections within the technology sector; |
● | our ability to develop, manufacture and deliver high quality products in a timely and cost-effective manner; |
● | unforeseen disruptions at our new sites; |
● | disruptions in manufacturing if air pollution, or other environmental hazards, or outbreaks of contagious diseases causes the Chinese government to order work stoppages; |
● | fluctuation of our manufacturing yields; |
● | decreases in the prices of our or our competitors’ products; |
● | fluctuations in demand for our products; |
● | the volume and timing of orders from our customers, and cancellations, push-outs and delays of customer orders once booked; |
● | decline in general economic conditions or downturns in the industry in which we compete; |
● | expansion of our manufacturing capacity; |
● | expansion of our operations in China; |
● | limited availability and increased cost of raw materials; |
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● | costs incurred in connection with any future acquisitions of businesses or technologies; and |
● | increases in our expenses, including expenses for research and development. |
Due to these factors, we believe that period-to-period comparisons of our operating results may not be meaningful indicators of our future performance.
A substantial percentage of our operating expenses are fixed, and we may be unable to adjust spending to compensate for an unexpected shortfall in revenue. As a result, any delay in generating revenue could cause our operating results to fall below the expectations of market analysts or investors, which could also cause our stock price to decline.
If our operating results and financial performance do not meet the guidance that we have provided to the public, our stock price may decline.
We provide public guidance on our expected operating and financial results. Although we believe that this guidance provides our stockholders, investors and analysts with a better understanding of our expectations for the future, such guidance is comprised of forward-looking statements subject to the risks and uncertainties described in this Report and in our other public filings and public statements. Our actual results may not meet the guidance we have provided. If our operating or financial results do not meet our guidance or the expectations of investment analysts, our stock price may decline.
We have adopted certain anti-takeover measures that may make it more difficult for a third party to acquire us.
Our Board of Directors has the authority to issue up to 800,000 shares of preferred stock in addition to the outstanding shares of Series A preferred stock and to determine the price, rights, preferences and privileges of those shares without any further vote or action by the stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of shares of preferred stock could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. We have no present intention to issue additional shares of preferred stock.
Provisions in our restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a merger, acquisition or change of control, or changes in our management, which could adversely affect the market price of our common stock. The following are some examples of these provisions:
● | the division of our Board of Directors into three separate classes, each with three-year terms; |
● | the right of our Board of Directors to elect a director to fill a space created by a board vacancy or the expansion of the board; |
● | the ability of our Board of Directors to alter our amended and restated bylaws; and |
● | the requirement that only our Board of Directors or the holders of at least 10% of our outstanding shares may call a special meeting of our stockholders. |
Furthermore, because we are incorporated in Delaware, we are subject to the provisions of Section 203 of the Delaware General Corporation Law. These provisions prohibit us from engaging in any business combination with any interested stockholder (a stockholder who owns 15% or more of our outstanding voting stock) for a period of three years following the time that such stockholder became an interested stockholder, unless:
● | 662/3% of the shares of voting stock not owned by the interested stockholder approve the merger or combination, or |
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● | the Board of Directors approves the merger or combination or the transaction which resulted in the stockholder becoming an interested stockholder. |
Our common stock may be delisted from The Nasdaq Global Select Market, which could negatively impact the price of our common stock and our ability to access the capital markets.
Our common stock is listed on The Nasdaq Global Select Market. The bid price of our common stock has in the past closed below the $1.00 minimum per share bid price required for continued inclusion on The Nasdaq Global Select Market under Marketplace Rule 5450(a). If the bid price of our common stock remains below $1.00 per share for thirty consecutive business days, we could be subject to delisting from the Nasdaq Global Select Market.
Any delisting from The Nasdaq Global Select Market could have an adverse effect on our business and on the trading of our common stock. If a delisting of our common stock were to occur, our common stock would trade in the over-the-counter market and be quoted on a service such as those provided by OTC Markets Group, Inc. Such alternatives are generally considered to be less efficient markets, and our stock price, as well as the liquidity of our common stock, may be adversely impacted as a result. Delisting from The Nasdaq Global Select Market could also have other negative results, including the potential loss of confidence by customers, suppliers and employees, the loss of institutional investor interest and fewer business development opportunities, as well as the loss of liquidity for our stockholders.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
As of December 31, 2023, we had U.S. federal net operating loss carryforwards of approximately $40.2 million. We have net operating loss carryforwards of approximately $115,000, primarily in the state of California, as of December 31, 2023. We do not expect to utilize the loss carryforwards in the next several years unless Tongmei pays a dividend. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a cumulative change in our ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. We might have undergone prior ownership changes, and we may undergo ownership changes in the future, which may result in limitations on our net operating loss carryforwards and other tax attributes. Any such limitations on our ability to use our net operating loss carryforwards and other tax attributes could adversely impact our business, financial condition and results of operations.
V. Risks Related to Our Intellectual Property
Intellectual property infringement claims may be costly to resolve and could divert management attention.
Other companies may hold or obtain patents on inventions or may otherwise claim proprietary rights to technology necessary to our business. The markets in which we compete are comprised of competitors that in some cases hold substantial patent portfolios covering aspects of products that could be similar to ours. We could become subject to claims that we are infringing patent, trademark, copyright or other proprietary rights of others. We may incur expenses to defend ourselves against such claims or enter into cross license agreements that require us to pay royalty payments to resolve such claims. For example, in 2020, we and a competitor entered into a cross license and covenant agreement (the “Cross License Agreement”), which has a term that began on January 1, 2020 and expires on December 31, 2029. We have in the past been involved in lawsuits alleging patent infringement, and could in the future be involved in similar litigation.
If we are unable to protect our intellectual property, including our non-patented proprietary process technology, we may lose valuable assets or incur costly litigation.
We rely on a combination of patents, copyrights, trademarks, trade secrets and trade secret laws, non-disclosure agreements and other intellectual property protection methods to protect our proprietary technology. We believe that our
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internal, non-patented proprietary process technology methods, systems and processes are a valuable and critical element of our intellectual property. We must establish and maintain safeguards to avoid the theft of these processes. Our ability to establish and maintain a position of technology leadership also depends on the skills of our development personnel. Despite our efforts to protect our intellectual property, third parties can develop products or processes similar to ours. Our means of protecting our proprietary rights may not be adequate, and our competitors may independently develop similar technology, duplicate our products or design around our patents. We believe that at least two of our competitors ship GaAs substrates produced using a process similar to our VGF process. Our competitors may also develop and patent improvements to the VGF technology upon which we rely, and thus may limit any exclusivity we enjoy by virtue of our patents or trade secrets.
It is possible that pending or future United States or foreign patent applications made by us will not be approved, that our issued patents will not protect our intellectual property, or that third parties will challenge our ownership rights or the validity of our patents. In addition, the laws of some foreign countries may not protect our proprietary rights to as great an extent as do the laws of the United States and it may be more difficult to monitor the use of our intellectual property. Our competitors may be able to legitimately ascertain non-patented proprietary technology embedded in our systems. If this occurs, we may not be able to prevent the development of technology substantially similar to ours.
We may have to resort to costly litigation to enforce our intellectual property rights, to protect our trade secrets or know-how or to determine their scope, validity or enforceability. Enforcing or defending our proprietary technology is expensive, could cause us to divert resources and may not prove successful. Our protective measures may prove inadequate to protect our proprietary rights, and if we fail to enforce or protect our rights, we could lose valuable assets.
VI. Risks Related to Compliance, Environmental Regulations and Other Legal Matters
If we, or any of our partially owned supply chain companies, fail to comply with environmental and safety regulations, we may be subject to significant fines or forced to cease our operations.
We are subject to federal, state and local environmental and safety laws and regulations in all of our operating locations, including laws and regulations of China, such as laws and regulations related to the development, manufacture and use of our products, the use of hazardous materials, the operation of our facilities, and the use of our real property. These laws and regulations govern the use, storage, discharge and disposal of hazardous materials during manufacturing, research and development, and sales demonstrations. If we, or any of our partially owned supply chain companies, fail to comply with applicable regulations, we could be subject to substantial liability for clean-up efforts, personal injury, fines or suspension or be forced to close or temporarily cease our operations, and/or suspend or terminate the development, manufacture or use of certain of our products, the use of our facilities, or the use of our real property, each of which could have a material adverse effect on our business, financial condition and results of operations.
The Chinese central government is demonstrating strong leadership to improve air quality and reduce environmental pollution. The central government encourages employees to report to the appropriate regulatory agencies possible safety or environmental violations but there may not be actual violations. These efforts have impacted manufacturing companies through mandatory shutdowns, increased inspections and regulatory reforms. In the first quarter of 2018, from February 27 to March 31 over 300 manufacturing companies were again intermittently shut down by the local government for a total of ten days, or 30 percent of the remaining calendar days, due to severe air pollution. Our shipments were delayed and our revenue for the quarter was negatively impacted. We expect that mandatory factory shutdowns may occur in the future. If the frequency of such shutdowns increases, especially at the end of a quarter, or if the total number of days of shutdowns prevents us from producing enough wafers to ship, then the shutdowns will have a material adverse effect on our manufacturing output, revenue and factory utilization. We believe the relocation of our gallium arsenide and germanium manufacturing lines mitigates our exposure to factory shutdowns. Each of our raw material supply chain companies could also be impacted by environmental related orders from the central government.
In addition, from time to time, the Chinese government issues new regulations, which may require additional actions on our part to comply. For example, on February 27, 2015, the China State Administration of Work Safety updated its list of hazardous substances. The previous list, which was published in 2002, did not restrict the materials
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that we use in our wafers. The new list added gallium arsenide. As a result of the newly published list, we were required to seek additional permits.
We face litigation and legal proceedings which could adversely affect our business, financial condition, results of operations or cash flows.
We are subject to lawsuits, investigations and claims covering a wide range of matters. We are currently the subject of complaints alleging violations of various laws, including but not limited to federal securities laws, including a shareholder class action, described under the “Legal Proceedings” elsewhere in this report, and in the future could be subject to other proceedings. This litigation and any other regulatory proceedings or actions may be time consuming, could cause us to incur significant defense costs, and could damage our reputation or adversely affect our stock price. In the event that there is an adverse ruling in any legal or regulatory proceeding or action, we may be required to make payments to third parties that could have a material adverse effect on our business, financial condition, results of operations or cash flows.
We could be subject to suits for personal injuries caused by hazardous materials.
In 2005, a complaint was filed against us alleging personal injury, general negligence, intentional tort, wage loss and other damages, including punitive damages, as a result of exposure of plaintiffs to high levels of gallium arsenide in gallium arsenide wafers, and methanol. Other current and/or former employees could bring litigation against us in the future. Although we have in place engineering, administrative and personnel protective equipment programs to address these issues, our ability to expand or continue to operate our present locations could be restricted or we could be required to acquire costly remediation equipment or incur other significant expenses if we were found liable for failure to comply with environmental and safety regulations. Existing or future changes in laws or regulations in the United States and China may require us to incur significant expenditures or liabilities, or may restrict our operations. In addition, our employees could be exposed to chemicals or other hazardous materials at our facilities and we may be subject to lawsuits seeking damages for wrongful death or personal injuries allegedly caused by exposure to chemicals or hazardous materials at our facilities.
Litigation is inherently uncertain and while we would expect to defend ourselves vigorously, it is possible that our business, financial condition, results of operations or cash flows could be affected in any particular period by litigation pending and any additional litigation brought against us. In addition, future litigation could divert management’s attention from our business and operations, causing our business and financial results to suffer. We could incur defense or settlement costs in excess of the insurance covering these litigation matters, or that could result in significant judgments against us or cause us to incur costly settlements, in excess of our insurance limits.
We are subject to internal control evaluations and attestation requirements of Section 404 of the Sarbanes-Oxley Act.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we must include in our Annual Report on Form 10-K a report of management on the effectiveness of our internal control over financial reporting. Ongoing compliance with this requirement is complex, costly and time-consuming and it extends to our companies in China. If: (1) we fail to maintain effective internal control over financial reporting; or (2) our management does not timely assess the adequacy of such internal control, we could be subject to regulatory sanctions and the public’s perception of us may be adversely impacted.
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我們需要繼續改進或實施我們的系統、程序和控制措施。
我們依賴於某些手工流程進行數據收集和信息處理,我們的合資創業公司也是如此。如果我們未能妥善管理這些程序或未能有效管理從手工流程到自動化流程的過渡,我們的系統和控制可能會受到干擾。爲了有效管理我們的業務,我們可能需要實施額外的管理信息系統,進一步發展我們的運營、行政、財務和會計系統和控制措施,增加經驗豐富的高級管理人員,並保持我們的執行、工程、會計、營銷、銷售和運營部門之間的密切協調。
事項 2. 未註冊的股權證券銷售和募集資金以及所得款項的使用
無。
項目3. 高級證券違約
無
項目4.礦山安全披露
不適用。
項目5.其他信息
在我們上個財季,沒有根據《交易所法》第16a-1(f)條規定定義的董事或高管
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項目6.附件
a. 展品
展覽 | 描述 | |
31.1 | 根據《證券交易法》第13a-14(a)條和第15d-14(a)條的相關要求,首席執行官根據2002年《薩班斯-奧克斯利法案》第302節進行認證。 | |
31.2 | 致富金融(臨時代碼)根據首席財務官的認證 根據2002年《薩班斯-豪利法案》第302條規定採納的交易法規13a-14(a)和15d-14(a)。 | |
32.1† | ||
32.2† | ||
101.INS | 內聯XBRL實例。 | |
101.SCH | 內聯XBRL分類擴展模式。 | |
101.CAL | 內聯XBRL分類擴展計算鏈接基礎。 | |
101.DEF | 內聯XBRL分類擴展定義鏈接基礎。 | |
101.LAB | 行內XBRL分類擴展標籤鏈接基礎。 | |
101.PRE | 行內XBRL分類擴展演示鏈接基礎。 | |
104 | 封面互動數據文件(格式爲內聯XBRL,包含在展示文件101中) |
† 附在本季度報告10-Q表格中的附件32.1和32.2所附的證書被視爲已提供,未向證券交易委員會提交,並不得被納入AXt,Inc.根據修訂後的1933年證券法或1934年證券交易法下的任何提交中,無論是在本季度報告10-Q表格日期之前還是之後,無論該提交中是否包含任何普遍納入語言。
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